Common use of Non-Assignment; Consents Clause in Contracts

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver or assume a Purchased Asset or an Assumed Liability to the extent that a sale, assignment, transfer, conveyance, delivery or assumption thereof (i) would be prohibited by Law or (ii) would, without the Consent by any relevant Third Party, (A) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or (B) be ineffective, void or voidable, in the case of each of clauses (A) and (B) unless and until such Consent is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent required to: (x) sell, assign, transfer, convey or deliver (directly or indirectly) any Purchased Asset to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective Affiliates so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent and (2) the first anniversary of the Closing Date, Seller and Purchaser will put in place any lawful arrangement, the content of which shall be reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), intended to provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset and the burdens and costs of any such Assumed Liability (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to any such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms of this Agreement. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, to the extent commercially reasonable, be separated as of the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage Business.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver or assume a Purchased Asset or an Assumed Liability to the extent that a sale, assignment, transfer, conveyance, delivery or assumption thereof (i) would be prohibited by Law or (ii) would, without the Consent by any relevant Third Party, (A) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or (B) be ineffective, void or voidable, in the case of each of clauses (A) and (B) unless and until such Consent is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products the Product on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent required to: (x) sell, assign, transfer, convey or deliver (directly or indirectly) any Purchased Asset to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective Affiliates so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent and (2) the first anniversary of the Closing Date, Seller and Purchaser will put in place any lawful arrangement, the content of which shall be reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), intended to provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset and the burdens and costs of any such Assumed Liability (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to any such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms of this Agreement. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, to the extent commercially reasonable, be separated as of the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage Business.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver or assume a Purchased Asset or an Assumed Liability to the extent that a sale, assignment, transfertransfer or conveyance of any Purchased Asset if an attempted sale, conveyanceassignment, delivery transfer or assumption thereof (i) conveyance thereof, or admission as a partner, would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any third party or Governmental Authority (collectively, the “Approvals”), (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business thereof, or (Bii) be ineffective, void or voidable, in the case of each of clauses (A) and (B) unless and until such Consent Approval is obtained. (b) If Any Transferred Contract to be assigned, transferred and conveyed in accordance with Section 2.1(a)(i) that cannot be split or segregated (each, a “Shared Contract”) shall be assigned, transferred and conveyed only with respect to (and preserving the Closing occurs meaning of) those parts that are related to the Purchased Assets, to the Purchaser, if so assignable, transferable or conveyable, or appropriately amended prior to, on or after the Closing, so that the Purchaser shall be entitled to the rights and (i) benefit of those parts of the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority Shared Contract that is required are related to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has and shall assume the related portion of any Assumed Liabilities contemplated by this Agreement. If any Transferred Contract cannot then be assigned by its terms or otherwise, or cannot be amended, without such Approval or Approvals, and such Approval or Approvals have not been obtained and prior to the Closing (each such jurisdiction is not Contract, a Deferred Asset Jurisdiction (which are the subject of Section 2.08“Delayed Contract”), then, until such Approval or Approvals are obtained, the earlier Seller shall cooperate with the Purchaser to establish an agency type, sub-contractor, or other similar arrangement reasonably satisfactory to the Seller and the Purchaser to provide the Purchaser with the claims, rights and benefits of those parts of such time as such Consent is obtained and Delayed Contract that relate to the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent required to: (x) sell, assign, transfer, convey or deliver (directly or indirectly) any Purchased Asset to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective Affiliates so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain ConsentAssets, and Purchaser shall be solely responsible for assume the cost related portion of any Assumed Liabilities contemplated by this Agreement. Notwithstanding anything herein to the contrary, any amendment of, or modification to any Contract that is necessary to obtain any such subscriptionsApproval in order to effect an assignment of such Contract to the Purchaser shall require the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, software conditioned or delayed). At the request of the Purchaser, the Parties shall also attempt to negotiate in good faith, using commercially reasonable efforts, new Contracts (reasonably acceptable to the Purchaser) to be entered into by the Purchaser in lieu of the assignment of the respective Delayed Contracts. Notwithstanding anything herein to the contrary, (i) until the Purchaser obtains the benefit of a 14 Delayed Contract in accordance with this Section 2.6, any and all Liabilities relating to such Delayed Contract shall be Excluded Liabilities; and (ii) only upon the assignment of a Delayed Contract to the Purchaser or the Purchaser obtaining the benefit of such Delayed Contract (including pursuant to an agency type, sub-contractor, or other similar arrangement as a service or software or information technology licenses provided under this Section 2.6(b), as applicable), Liabilities relating to such Delayed Contract that would be included within the definition of “Assumed Liabilities” but for the operation of this Section 2.6(b) shall become actual Assumed Liabilities. (c) For so long as the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related Seller is party to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), any Delayed Contracts and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent and (2) the first anniversary of the Closing Date, Seller and provides Purchaser will put in place any lawful arrangement, the content of which shall be reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), intended to provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset Delayed Contract pursuant to an arrangement described in this Section 2.6, and solely to the burdens extent the Seller complies with the Purchaser’s instructions regarding such Delayed Contract, the Purchaser shall indemnify and costs hold the Seller and its respective Affiliates harmless from and against all Losses incurred or asserted as a result of the Seller’s or any such Affiliate’s post-Closing direct or indirect ownership, management or operation of any such Assumed Liability (including by means Delayed Contracts. Notwithstanding anything contained herein to the contrary, any transfer or assignment to the Purchaser of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller Delayed Contract that shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to any such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates require an Approval as described above in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms of this Agreement. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, to the extent commercially reasonable, be separated as of the Closing, so that each of Purchaser and Seller or their respective Affiliates 2.6 shall be entitled made subject to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage BusinessApproval being obtained.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset for which any requisite approval, authorization, consent or an Assumed Liability clearance of, filing or registration with, notification to, or granting or issuance of any license, order, ruling, waiver or permit by, any Person (collectively, “Approvals” and with respect to Approvals of Governmental Entities, the “Governmental Approvals”) has not been obtained prior to the extent that a sale, assignment, transfer, conveyance, delivery or assumption thereof (i) would be prohibited by Law or (ii) would, without the Consent by any relevant Third Party, (A) constitute a breach or other contravention thereof or of any Contract related Closing. If such Approval is not obtained prior to the Triage Business or (B) be ineffective, void or voidable, in the case of each of clauses (A) and (B) unless and until such Consent is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08)Closing, until the earlier of such time as such Consent is Approval or Approvals are obtained and the first anniversary of three (3) years following the Closing Date, then (Ai) Seller each of Purchaser and Purchaser the Partnership shall cooperate in good faith and use their respective commercially reasonable efforts to obtain, obtain such Approval or cause to be obtained, any such Consent required to: (x) sell, assign, transfer, convey or deliver (directly or indirectly) any Purchased Asset to Purchaser or another Designated Purchaser, Approvals and (yii) obtain the unconditional release of the Asset Seller Entities and their respective Affiliates so that Partnership will cooperate with Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent and (2) the first anniversary of the Closing Date, Seller and Purchaser will put in place any lawful arrangement, the content of which shall be arrangement reasonably acceptable to Purchaser and Xxxxxx the Partnership (with any appropriate each, a “firewalls” or similar procedures required under applicable Competition Laws), Workaround”) intended to both (x) provide Purchaser, or Affiliates of Purchaser designated by Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset and the burdens and costs of any such Assumed Liability Assets (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay ) and (y) cause Purchaser, or such designated Affiliates of Purchaser, to Purchaser promptly upon receipt thereofbear all costs and Liabilities thereunder to the extent an Assumed Liability from and after the Closing in accordance with this Agreement to the extent that Purchaser, all incomeor such designated Affiliates of Purchaser, proceeds receives the rights and other monies received by Seller or its Affiliates with respect to any benefits of such Purchased Assets (net from and after the Closing in accordance with this Agreement. In furtherance of the foregoing, Purchaser will, or will cause its applicable Affiliates to, promptly pay, perform or discharge when due any related Liability to the extent it constitutes an Assumed LiabilitiesLiability arising thereunder after the Closing to the extent that Purchaser, Taxes or such designated Affiliates of Purchaser, receives the rights and benefits of such Purchased Assets from and after the Closing in accordance with this Agreement; provided, that Purchaser shall not be obligated by this Section 2.11 to assume or incur any Liability that is inconsistent with the Partnership’s or its Affiliates’ representations, warranties and other reasonable covenants contained in this Agreement. Purchaser shall be solely responsible for any out-of-pocket costs imposed upon or expenses incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b))implementing any Workaround. Once a required Consent If an Approval for the sale, assignmenttransfer, conveyance, assumption, transfer and delivery assignment or conveyance of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser Venture Interest has not been obtained at no additional cost to Purchaser in accordance with the terms of this Agreement. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, to the extent commercially reasonable, be separated as of the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled then in addition to the rights Workaround described in this Section 2.11, Purchaser may instruct the Partnership in writing to offer to purchase any or all of the Venture Equity Interests that are not Purchased Venture Interests from the holders thereof at the purchase price set forth in such notice (such purchase, a “Venture Purchase,” and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchasersuch notice, from and after the Closinga “Venture Purchase Notice”). The Parties Upon the Partnership’s receipt of a Venture Purchase Notice, the Partnership and Purchaser shall cooperate use commercially reasonable efforts to negotiate with each the other to effect such separation. The costs to effect such separation shall be borne equally by Seller holders of the Venture Equity Interests and, with Purchaser’s prior written approval, execute and Purchaserconsummate the Venture Purchase described therein; provided provided, that (A) Purchaser shall be solely responsible for the cost of consummating the Venture Purchase and will reimburse the Partnership’s reasonable and documented costs of any subscriptionsnegotiating the Venture Purchase, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage Businessif any.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, assign or deliver or assume a any Purchased Asset or an Assumed Liability to the extent that a an attempted sale, assignment, transfer, conveyance, assignment or delivery or assumption thereof (i) would be prohibited by applicable Law or (ii) would, without the Consent by of any relevant Third Partythird party, (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or thereof, (Bii) be ineffective, void or voidable, unless and until such Consent is obtained, or (iii) constitute a contravention of the Seller Privacy Policies. (b) The Parties shall cooperate in good faith and shall use their commercially reasonable efforts to obtain or deliver, or cause to be obtained or delivered, any Consent (other than Consents of Governmental Authorities, which shall be governed by Section 5.4) required to sell, assign, transfer, convey, assign or deliver to the Purchaser or either Transferred Entity any Real Property Lease, Transferred Contract or other Purchased Asset, so that the Purchaser and the Transferred Entities will have good and valid title to (or good and valid leasehold interests in, as applicable) the Purchased Assets and be responsible for the Assumed Liabilities; provided that none of the Seller, the Purchaser or any of their respective Affiliates shall be required to incur any non-de minimis out-of-pocket costs in connection with identifying, obtaining or delivering any such Consent. In furtherance of the foregoing, the Purchaser agrees to provide such reasonable assurances as to its and its Affiliates’ financial capability, resources and creditworthiness as may be reasonably requested by any Person whose Consent is sought hereunder upon receipt of an executed confidentiality agreement in form and substance reasonably satisfactory to the Purchaser from such Person. If such Consent is not obtained prior to the Closing, then (i) the Seller shall (and shall cause its Subsidiaries to) provide, until the earlier of (A) such time that such Consent or Consents are obtained or delivered and (B) one (1) year after the Closing Date, the Purchaser and the Transferred Entities, to the fullest extent possible, the economic and other claims, rights and benefits of any such Purchased Assets and (ii) the Purchaser and the Transferred Entities shall bear all Assumed Liabilities thereunder from and after the Closing Date in accordance with this Agreement (including any costs or Liabilities of the Seller incurred pursuant to any Contract in respect of the reimbursement of costs and expenses of any third party in connection with such third party’s review, negotiation or response to a request for any Consent); provided that the Seller shall not be required to provide any services that would violate any Law or result in the disclosure of confidential information of the Seller or any of its Affiliates (other than confidential information to the extent relating to the Business or the Purchased Assets); and provided, further, that, in each case, the Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to make appropriate substitute arrangements to provide such services under circumstances in which the restrictions of the preceding sentence apply. The Seller agrees that prior to obtaining such Consent with respect to any Real Property Lease, Transferred Contract or Purchased Asset, (i) the Seller will not, and will cause its Subsidiaries not to, without the prior written consent of the Purchaser, amend, modify, terminate, or waive any of their respective rights or accelerate any of their respective obligations under, any such Real Property Lease, Transferred Contract or Purchased Asset and (ii) the Seller will, and will cause its Subsidiaries to, exercise and enforce all rights and pursue all remedies in respect thereof on behalf of and at the direction or request of (and at the sole cost of) the Purchaser and its Subsidiaries, in the case of each of clauses (Ai) and (B) unless and until such Consent is obtainedii), except to the extent required by or prohibited by applicable Law. (bc) If Subject in all respects to the other provisions of this Section 2.8, for such time from and after the Closing occurs and (i) as the circumstances described in Section 2.04(a) exist or (ii) Seller holds any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are provides the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent required to: (x) sell, assign, transfer, convey or deliver (directly or indirectly) any Purchased Asset to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective Affiliates so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent and (2) the first anniversary of the Closing Date, Seller and Purchaser will put in place any lawful arrangement, the content of which shall be reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), intended to provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset in accordance with this Section 2.8, the Purchaser shall indemnify and hold the burdens Seller harmless from and costs against any and all Losses incurred or asserted to the extent resulting from the Seller’s post-Closing direct or indirect ownership, management or operation of any such Assumed Liability (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to any such Purchased Assets (net in the ordinary course of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates business consistent with past practice in connection with the arrangements contemplated by any arrangement described above in this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms of this Agreement. 2.8 (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, only to the extent commercially reasonable, be separated as that such Losses relate to or arise out of the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the ClosingBusiness). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage Business.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or if an Assumed Liability to the extent that a attempted sale, assignment, transfer, conveyance, delivery transfer or assumption conveyance thereof (i) would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any Person (collectively, “Approvals”), (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or (Bii) be ineffective, void or voidable, in the case of each of clauses (A) and (B) unless and until such Consent is obtained. (b) If the Closing occurs Sellers and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser Buyer shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent Approval (other than Regulatory Approvals, which shall be governed by Section 5.1) required to: (x) to sell, assign, transfer, convey assign or deliver (directly or indirectly) any Purchased Asset to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective Affiliates so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs Asset. If such Approval is not obtained prior to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of such time as such Approval or Approvals are obtained or three (13) the receipt of such Consent and (2) the first anniversary of years following the Closing Date, Seller and Purchaser then Sellers will put cooperate with Buyer in place any lawful arrangement, the content of which shall be arrangement reasonably acceptable to Purchaser Buyer and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), Sellers intended to both (x) provide PurchaserBuyer and/or its applicable Affiliates, to the fullest extent reasonably practicable, the claims, rights and benefits of any such Purchased Asset and the burdens and costs of any such Assumed Liability Assets (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay ) and (y) cause Buyer and/or its applicable Affiliates to Purchaser promptly upon receipt thereof, bear all income, proceeds costs and other monies received by Seller or Liabilities thereunder from and after the Closing in accordance with this Agreement to the extent that Buyer and/or its applicable Affiliates with respect to any receive the rights and benefits of such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with from and after the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser Closing in accordance with this Agreement. In furtherance of the foregoing, Buyer will, or will cause its Affiliates to, promptly pay, perform or discharge when due any related Liability (other than any Liability for income, franchise or similar Taxes) arising thereunder after the Closing Date to the extent that Buyer and/or its applicable Affiliates receive the rights and benefits of such Purchased Assets from and after the Closing in accordance with this Agreement. Notwithstanding anything to the contrary in Sections 2.11(a) or 2.11(b), the terms of this AgreementSections 2.11(a) and 2.11(b) shall in no manner affect Buyer’s condition to close set forth in Section 7.2(d). (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Any Contract to be assigned, transferred or and conveyed in accordance with Section 2.01(a2.4(a) shallthat does not exclusively relate to the Business (each, a “Shared Contract”) shall be assigned, transferred and conveyed only with respect to (and preserving the meaning of) those parts that relate to the Business, to the extent commercially reasonableeither Buyer or an Affiliate of Buyer designated by Buyer, be separated as of if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that each of Purchaser Buyer and Seller or their respective its Affiliates shall be entitled to the rights and benefits of those parts of the Shared Contract that relate to the Business and shall assume the related portion of any Liabilities inuring to their respective businesses contemplated by this Agreement (with respect to Purchaserthe “Buyer Portion of the Shared Contract Liabilities”); provided, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided however, that (Ai) Purchaser in no event shall any Person be solely responsible for the costs of required to assign (or amend), either in its entirety or in part, any subscriptions, software as a service Shared Contract that is not assignable (or software cannot be amended) by its terms without obtaining one or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, more Approvals and (Bii) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If if any Shared Contract cannot be so separatedpartially assigned by its terms or otherwise, Seller or cannot be amended, without such Approval or Approvals, until the earlier of such time as such Approval or Approvals are obtained and Purchaser shallthree (3) years following the Closing Date, then Sellers will cooperate with Buyer to establish an agency type or other similar arrangement reasonably satisfactory to Sellers and Buyer intended to both (x) provide Buyer and/or its applicable Affiliates, to the extent reasonably practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business (including by means of any subcontracting, sublicensing or subleasing arrangement) and (y) cause Buyer and/or its applicable Affiliates to bear the costs and Liabilities thereunder from and after the Closing in accordance with this Agreement to the extent that Buyer and/or its applicable Affiliates receive the rights and benefits of the parts of the Shared Contracts that relate to the Business. In furtherance of the foregoing, Buyer will promptly pay, perform or discharge when due any Liability (other than any Liability for income, franchise or similar Taxes) arising thereunder after the Closing Date to the extent that Buyer and/or its applicable Affiliates receive the rights and benefits of the parts of such Shared Contracts that relate to the Business. (d) To the extent not prohibited by applicable Tax Laws (and to the extent consistent with the relevant arrangement agreed to by Sellers and Buyer pursuant to Section 2.11(b) or 2.11(c)), Sellers and Buyer agree to treat and report, and to cause their respective Affiliates to treat and report, on their Tax Returns, the Purchased Assets that are subject to the provisions of this Section 2.11 (the “Non-Transferred Assets”) as assets owned by the Buyer or its Affiliates from and after the Closing Date. Each of HD Supply and Buyer agrees to notify the other promptly in writing if it determines that such treatment (to the extent consistent with the relevant arrangement agreed to by Sellers and Buyer pursuant to Section 2.11(b) or 2.11(c)) is not permitted under applicable Tax Laws. Where such treatment is not permitted under applicable Tax Laws, and subject to the terms of any relevant arrangement agreed to by Sellers and Buyer pursuant to Section 2.11(b) or 2.11(c), the amount of the Liability for Taxes imposed on Sellers or any of its Affiliates with respect to any Non-Transferred Asset for any Post-Closing Period, if any, for which Buyer and its Affiliates are responsible shall be calculated on a “with and without” basis. Sellers shall provide, and shall cause each their applicable Affiliates to provide, Buyer with a reasonable opportunity to review the relevant portion of any applicable Tax Returns relating to any Non-Transferred Assets (and accompanying schedules, calculations and other reasonably requested work papers) as necessary for determining such Tax Liability; provided, that, in the case of Tax Returns of any Seller or any of their respective Affiliates to(or of a consolidated, use their commercially reasonable efforts combined, unitary or Tax group including any of them), Sellers may, in lieu of delivering the Tax Returns, deliver to causeBuyer pro-forma statements setting forth in sufficient detail the information relevant for determining the relevant Tax Liability. If Sellers and Buyer are unable to reach an agreement in respect of any dispute concerning such Tax Liability, they shall promptly submit any such dispute for resolution to the period after the Closing Independent Accounting Firm. All costs and for the duration expenses of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to Independent Accounting Firm shall be borne equally by the applicable Designated Purchaser, (iii) the rights HD Supply and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage BusinessBuyer.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver or assume a convey any assets, Contracts or rights, including any Purchased Asset or Asset, if an Assumed Liability to the extent that a attempted sale, assignment, transfertransfer or conveyance thereof would, conveyancewithout receiving any Regulatory Approval or other approval, delivery authorization or assumption thereof consent of, filing or registration with, notification to, or granting or issuance of any Permit, order or waiver by, any third party, including any Governmental Entity (collectively, “Approval” and such assets, Contracts and rights that, in each case, would otherwise be considered Purchased Assets, collectively, the “Non-Assignable Assets”), (i) would be prohibited by applicable Law or Contract, (ii) would, without the Consent by any relevant Third Party, (A) constitute a breach or other contravention thereof or of any Contract related to such Law or Contract, or result in an acceleration of the Triage Business rights of termination of any counterparty (including in the case of any request for approval or consent, in which case no such request shall be made without the agreement of the Parties), (Biii) be ineffective, void or voidablevoidable or (iv) subject Seller, any of its Subsidiaries, Purchaser, or any of their respective officers, directors, agents or Affiliates to any civil or criminal liability, unless and until such Regulatory Approval or other Approval (including in the case of each any rights of clauses (Atermination) and (B) unless and until such Consent is obtained, it being understood that, subject to Seller’s and its Affiliates’ compliance with their obligations set forth in Section 5.1 and Section 5.27, the receipt of any Approval (other than the Approvals described in Section 7.1(a)) is not a condition to the Closing and that the Closing shall proceed in accordance with this Agreement, and Purchaser shall pay the full Estimated Purchase Price at the Closing without the sale, assignment, conveyance, transfer or delivery of such Non-Assignable Assets. (b) If From the Closing occurs date of this Agreement and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), continuing until the earlier of such time as such Consent is obtained one (1) year following the Closing Date and the first anniversary valid termination of the Closing Datethis Agreement pursuant to Article VIII, (A) Seller and Purchaser shall use their respective commercially reasonable best efforts to obtain, or cause to be obtained, any such Consent required to: Approval (other than (x) sellRegulatory Approvals, assign, transfer, convey or deliver (directly or indirectly) any Purchased Asset to Purchaser or another Designated Purchaserwhich is governed by Section 5.1, and (y) with respect to Shared Contracts, which is governed by Section 2.12(c)) required to sell, assign or transfer the Non-Assignable Assets and, subject to the consummation of such sale, assignment or transfer, to obtain the unconditional release of the Asset Seller Entities and their respective its Affiliates with respect to any Assumed Liabilities related to such Non-Assignable Assets so that Purchaser or another Designated Purchaser and its Affiliates shall be solely responsible for such Assumed Liabilities from and after the Assumed Liabilities; providedClosing. If any such Approval is not obtained prior to the Closing, that until the earliest of (i) such time as any such Approval is obtained, (ii) one (1) nothing in this Agreement shall obligate or in any way require year following the Asset Seller EntitiesClosing Date (or, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and FAR Approval, eighteen (218) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for months following the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviiiClosing Date), and (iii) with respect to a Non-Assignable Asset that is a Contract, (A) the expiration of the term of such Contract (including its current term and any renewal terms that are automatically renewed or may be renewed by Seller or one of its Subsidiaries without the consent of the counterparty thereto (to the extent actually renewed at the request of Purchaser)) or (B) pending such Consent and continuing until the earlier execution of (1) the receipt of such Consent and (2) the first anniversary of a Replacement Contract following the Closing Dateby Purchaser or its Affiliate (the “General Non-Assignable Asset Assistance Period”), then each of Seller and Purchaser will put in place any lawful arrangementshall reasonably cooperate with each other, to the content of which shall be extent permitted by such Contract and applicable Law, to establish an agency relationship or other similar arrangement reasonably acceptable to Purchaser and Xxxxxx Seller under which (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), intended to provide Purchaserx) Purchaser would obtain, to the fullest extent practicablepracticable and not prohibited by any applicable Law or any Contract, the claims, rights and benefits of any such Purchased Asset Non-Assignable Assets (and Seller would enforce such claims, rights and benefits at the direction of and for the benefit of Purchaser) and (y) Purchaser will assume and bear the costs and the burdens and costs of any such corresponding Assumed Liability Liabilities thereunder in accordance with this Agreement (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay to Purchaser promptly upon receipt thereof) and pay, all incomesatisfy, proceeds and other monies received by Seller perform or its Affiliates with respect to any such Purchased Assets (net of discharge when due any Assumed LiabilitiesLiability arising thereunder, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms of this Agreement. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, to the extent commercially reasonable, be separated as of the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchasercase, from and after the Closing). The . (c) Notwithstanding anything in this Section 2.12 to the contrary, the Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by hereby acknowledge and agree that in the case of any Shared Contracts, Seller and Purchaser; provided Purchaser shall use reasonable best efforts (including to obtain, or cause to be obtained, any Approval of the other party or parties to such Shared Contract in connection therewith) to (i) divide, separate, modify or replicate (in whole or in part) the respective portions of such Shared Contract that are Related to the GES Business (any such resulting Contract that is Related to the GES Business, a “Replacement Contract”) or (ii) novate the respective rights and obligations under and in respect of the Shared Contracts, such that, effective as of the Closing, (A) Purchaser shall be solely or its Affiliate is the beneficiary of the post-Closing rights and benefits and is responsible for the costs of any subscriptionspost-Closing Liabilities and obligations under such Shared Contract, software as a service or software or information technology licenses for in each case, to the operation of extent that they are Related to the Triage GES Business or ownership of (so that, from and after the Purchased Assets following Closing, Seller and its Affiliates shall have no post-Closing rights or benefits or post-Closing Liabilities and obligations under such Shared Contract to the extent that they are Related to the GES Business) and (B) Seller shall be solely or its Affiliate is the beneficiary of the rights and benefits and is responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related Liabilities and obligations under such Shared Contract to the operation of extent that they are not Related to the Triage GES Business (so that, from and after the Closing, Purchaser and its Affiliates shall have no post-Closing rights or ownership of benefits or post-Closing Liabilities under such Shared Contract to the Purchased Assets following Closing. If extent that they are not Related to the GES Business) (any such division, separation, modification, replication or novation, a “Contract Split”); provided that the foregoing obligations in this Section 2.12(c) shall not apply to any Shared Contract canused by Seller or its Affiliates (other than the NewCo Entities) in connection with the provision of corporate level services of the type provided to the GES Business prior to the Closing. (d) Notwithstanding anything herein to the contrary, none of Seller, any of its Affiliates nor Purchaser or any of its Affiliates shall have any obligation under this Agreement or otherwise to pay any consent, approval or waiver “fee,” discount, rebate or any money or other consideration beyond de-minimis costs to any Person, agree to any modification or amendment of or any concession to any counterparty to any Contract, or to initiate any Proceeding against any Person in order to obtain any Approvals (including with respect to any Shared Contract); provided that, Seller or any of its Subsidiaries, or Purchaser, may make any commercially reasonable accommodations regarding, or amendments to, any Contracts in order to obtain any Approvals; provided, further, that Purchaser’s prior written consent (such consent not to be so separatedunreasonably withheld, conditioned or delayed) shall be required with respect to any accommodations regarding, or any amendment to any material provision (including any price or other economic terms and any provisions relating to the term or termination of such Contract) of, any Contract with an SDO. (e) If any Approval required to be obtained to give effect to Section 2.12(c) with respect to a Shared Contract has not been obtained as of the Closing, then until the earliest of (i) such time as such Approvals are obtained, (ii) eighteen (18) months following the Closing Date and (iii) (A) the expiration of the term of such Shared Contract (including its current term and any renewal terms that are automatically renewed or may be renewed by Seller or one of its Subsidiaries without the consent of the counterparty thereto (to the extent actually renewed at the request of Purchaser)) or (B) a Contract Split with respect to such Shared Contract (the “Shared Contract Assistance Period”), Seller and Purchaser shall cooperate to establish an agency relationship or other similar arrangement reasonably acceptable to Seller and Purchaser under which Seller and Purchaser would obtain, to the fullest extent practicable and not prohibited by any applicable Law or any Contract, the claims, rights and benefits, and assume the corresponding Liabilities, in each case as set forth in clauses (A) and (B) of Section 2.12(c) with respect to such Shared Contract (including by means of any subcontracting or sublicensing arrangement) or under which Seller would enforce at the direction of and for the benefit of Purchaser, with Purchaser assuming and agreeing to pay and discharge any corresponding Assumed Liabilities. (f) With respect to the period after the Closing, for so long as the Seller Entities hold all or any portion of any Purchased Assets (including the applicable portion of any Shared Contracts) or, if earlier, the expiration of the General Non-Assignable Asset Assistance Period or the Shared Contract Assistance Period, as applicable, (i) Seller shall, and shall cause its Affiliates to, promptly pay, assign and remit to Purchaser when received all monies and other consideration relating to such Purchased Assets or any claim, right or benefit thereunder, in each case, received by it or an Affiliate following the Closing and not transferred to Purchaser or its designee pursuant to this Agreement; provided that in the case of any Shared Contract, only such monies and other consideration received by Seller or an Affiliate of Seller, or any claim, right or benefit arising thereunder, in each case, that is Related to the GES Business shall be paid, assigned and remitted to Purchaser, as applicable, and (ii) Purchaser shall, and shall cause each its Affiliates to, promptly pay, perform or discharge when due any Assumed Liability arising thereunder not transferred pursuant to this Agreement. (g) For so long as the Seller Entities hold any Purchased Assets and provide Purchaser any claims, rights or benefits of any such Purchased Asset pursuant to an arrangement described in, and without breach of, Section 2.12(a), Section 2.12(b) or Section 2.12(c) Purchaser shall indemnify and hold harmless Seller, the Seller Entities and their respective Affiliates tofrom and against all Losses incurred or asserted as a result of Seller’s or any such Seller Entities’ or any such respective Affiliates’ post-Closing direct or indirect ownership, management, use their commercially reasonable efforts to causeor operation of any such Purchased Assets, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract other than Losses to the extent relating resulting from fraud or willful misconduct of any of the Seller Entities or their respective Affiliates. Notwithstanding anything contained herein to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchasercontrary, any rights transfer or assignment to Purchaser of any Purchased Asset Seller Entity, that shall require an Approval as applicable, arising from the portion of any Shared Contract that is not assigned or transferred described above in this Section 2.12 shall be made subject to the applicable Designated Purchaser to the extent such rights are related to the Triage BusinessApproval being obtained.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, convey or deliver or assume a Purchased Asset or for Purchaser to assume an Assumed Liability to the extent that if a sale, assignment, transfer, conveyance, delivery or assumption thereof (i) would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any order, waiver or Permit by, any relevant Third PartyPerson (collectively, “Approvals”), (A) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or (B) be ineffective, void or voidable, in the case of each of clauses clause (A) and (B) unless and until such Consent Approval is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a1.13(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08)exist, until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable best efforts to obtain, or cause to be obtained, any such Consent Approval required to: (x) to sell, assign, transfer, convey assign or deliver (directly or indirectly) transfer any Purchased Asset to Purchaser or another Designated Purchaser, and (y) to obtain the unconditional release of the Asset Seller Entities and their respective Affiliates and/or the Rexam Entities so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx Purchaser or any of their respective its Affiliates to expend money, commence any Action litigation or offer or grant any material accommodation (financial or otherwise) to any Third Party third party in connection with obtaining any Consent Approval. Seller shall keep Purchaser reasonably informed in a timely manner as to transfer any all material developments regarding the Approvals and the Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of Assets. If any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Approval is not obtained prior to Closing, including those included within, or related to Information Technology Assets included within, then from the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until Closing through the earlier of (1i) the receipt of such Consent time as such Approval or Approvals are obtained and (2ii) the first anniversary of the Closing DateDecember 31, 2018, Seller and Purchaser will put in place any lawful arrangement, the content of which shall be arrangement reasonably acceptable to Purchaser and Xxxxxx Seller (with any appropriate “firewalls” or similar procedures required under applicable Competition Competition/Investment Laws), ) intended to both (x) provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset and the burdens and costs of any such Assumed Liability Assets (including by means of any agency, contract manufacturing, distribution, supplyco-packing, subcontracting, sublicensing or subleasing arrangement). Seller shall pay ) and (y) cause Purchaser to Purchaser promptly upon receipt thereofbear all Assumed Liabilities thereunder in accordance with this Agreement; provided, all incomehowever, proceeds and other monies received by Seller or its Affiliates that with respect to any such Customer Contracts included in the Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates including Shared Contracts described in connection with the arrangements contemplated by this Section 2.04(b1.13(c)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms of this Agreement. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, if not prohibited by applicable regulatory authorities pursuant to Competition/Investment Law, seek to substitute approximately equivalent volume if the customer party to the extent commercially reasonable, be separated as of the applicable Customer Contract does not provide Approval prior to Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burdenbenefit) of Purchaser, any rights of Seller, the Seller Entities, Rexam or the Rexam Entities, as applicable, arising from any such Purchased Asset to the extent such rights are related to the Business. (c) Any Contract to be assigned, transferred and conveyed in accordance with Section 1.1(b)(i) (or that would be indirectly conveyed to Purchaser under Section 1.1(a)(i)) that is not exclusively related to the Business (each, a “Shared Contract”) shall be assigned, transferred and conveyed only with respect to (and preserving the meaning of) those parts that relate to the Business to the extent so related to the Business, to Purchaser, if so assignable, transferable or conveyable, or appropriately amended or split prior to or on the Closing, so that at the Closing (x) Purchaser shall be entitled to the rights and benefits of those parts of the Shared Contract that relate to the Business and shall assume the related portion of any Liabilities contemplated by this Agreement (the “Purchaser Portion of the Shared Contract Liabilities”) and (y) Seller Entity(or its applicable Affiliate) shall be entitled to the rights and benefits of those parts of the Shared Contract other than those related to the Business and shall assume or retain the related portion of any Liabilities contemplated by this Agreement (the “Seller Portion of the Shared Contract Liabilities”); provided, however, that (i) in no event shall any Person be required to assign (or amend or split), either in its entirety or in part, any Shared Contract that is not assignable (or cannot be amended or split) by its terms without obtaining required Approvals and (ii) if any Shared Contract cannot be so partially assigned or split by its terms or otherwise, or cannot be amended, without such Approval or Approvals, then (subject to the regulatory requirements described in Section 1.13(b)) from the Closing through the earlier of (1) such time as such Approval or Approvals are obtained, and (2) December 31, 2018, Seller and Purchaser will establish an agency, contract manufacturing, co-packing or other similar arrangement reasonably satisfactory to Seller and Purchaser (with any appropriate “firewalls” or similar procedures required under applicable Competition/Investment Laws) intended (I) with respect to Shared Contracts other than those that are indirectly conveyed to Purchaser under Section 1.1(b)(i), to both (x) provide Purchaser, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business (including by means of any contract manufacturing, co-packing, subcontracting, sublicensing or subleasing arrangement) and (y) cause Purchaser to bear the Assumed Liabilities thereunder from and after the Closing in accordance with this Agreement to the extent that Purchaser receives the rights and benefits of the parts of the Shared Contracts that relate to the Business and (II) with respect to Shared Contracts that are indirectly conveyed to Purchaser under Section 1.1(b)(i), to both (x) provide Seller (or its applicable Affiliate), to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that do not relate to the Business (including by means of any contract manufacturing, co-packing, subcontracting, sublicensing or subleasing arrangement) and (y) cause Seller (or its applicable Affiliate) to bear the Excluded Liabilities thereunder from and after the Closing in accordance with this Agreement to the extent that Seller (or its applicable Affiliate) receives the rights and benefits of the parts of the Shared Contracts that do not relate to the Business. In furtherance of the foregoing, (i) Purchaser will promptly pay, perform or discharge when due any Assumed Liability arising thereunder after the Closing Date to the extent that Purchaser receives the rights and benefits of the parts of such Shared Contracts that relate to the Business and (ii) Seller (or its applicable Affiliate) will promptly pay, perform or discharge when due any Excluded Liability arising thereunder after the Closing Date to the extent that Seller (or its applicable Affiliate) receives the rights and benefits of the parts of such Shared Contracts that do not relate to the Business. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit) of Purchaser, any rights of Seller, the Seller Entities, Rexam or the Rexam Entities, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage Business. Purchaser shall use commercially reasonable efforts to enforce, at the request (and for the benefit) of Seller or its Affiliates, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to (or otherwise retained by) Seller or its Affiliates to the extent such rights are not related to the Business. (d) To the extent not prohibited by applicable Law (and to the extent consistent with the relevant arrangement agreed to by Seller and Purchaser pursuant to Section 1.13(b) or 1.13(c)), Seller and Purchaser agree to treat and report, and to cause their respective Affiliates to treat and report, on their Tax Returns, (i) the Purchased Assets that are subject to the provisions of this Section 1.13 (the “Non-Transferred Purchaser Assets”) as assets owned by Purchaser or its Affiliates and (ii) the Excluded Assets that are subject to the provisions of this Section 1.13 (the “Non-Transferred Seller Assets”) as assets owned by Seller or its Affiliates. Each of Seller and Purchaser agrees to notify the other Party promptly in writing if it determines that such treatment (to the extent consistent with the relevant arrangement agreed to by Seller and Purchaser pursuant to Section 1.13(b) or 1.13(c)) is not permitted under applicable Laws. Where such treatment is not permitted under applicable Law, and subject to the terms of any relevant arrangement agreed to by Seller and Purchaser pursuant to Section 1.13(b) or 1.13(c), (i) the amount of the Taxes imposed on Seller or any of its Affiliates with respect to any Non-Transferred Purchaser Asset for any Post-Closing Tax Period, if any, for which Purchaser is responsible shall be calculated on a “with and without” basis and Purchaser shall pay such amounts over to Seller and (ii) the amount of the Taxes imposed on Purchaser or any of its Affiliates with respect to any Non-Transferred Seller Asset for any Post-Closing Tax Period, if any, for which Seller is responsible shall be calculated on a “with and without” basis and Seller shall pay such amounts over to Purchaser. Seller shall provide, and shall cause its Affiliates to provide, Purchaser with a reasonable opportunity to review the relevant portion of any applicable Tax Returns relating to any Non-Transferred Purchaser Assets (and accompanying schedules, calculations and other reasonably requested work papers) as necessary for determining the amount of such Taxes; provided however, that, in the case of Tax Returns of Seller, Rexam or any of their Affiliates (or of a consolidated, combined, unitary or Tax group including any of them), Seller may, in lieu of delivering the Tax Returns, deliver to Purchaser pro-forma statements setting forth in sufficient detail the information relevant for determining the amount of such Taxes. Purchaser shall provide, and shall cause its Affiliates to provide, Seller with a reasonable opportunity to review the relevant portion of any applicable Tax Returns relating to any Non-Transferred Seller Assets (and accompanying schedules, calculations and other reasonably requested work papers) as necessary for determining the amount of such Taxes; provided however, that, in the case of Tax Returns of Purchaser or any of its Affiliates (or of a consolidated, combined, unitary or Tax group including any of them), Purchaser may, in lieu of delivering the Tax Returns, deliver to Seller pro-forma statements setting forth in sufficient detail the information relevant for determining the amount of such Taxes. If Seller and Purchaser are unable to reach an agreement in respect of any dispute concerning the amount of such Taxes, they shall promptly submit any such dispute for resolution to the Arbiter. All costs and expenses of the Arbiter shall be borne equally by Seller and Purchaser.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, except as set forth in Section 2.12(a) of the Seller Disclosure Schedules, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or if an Assumed Liability to the extent that a attempted sale, assignment, transfer, conveyance, delivery transfer or assumption conveyance thereof (i) would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any Person (collectively, “Approvals”), (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or (Bii) be ineffective, void or voidable, in the case of each of clauses (A) and (B) unless and until such Consent is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent Approval (other than Regulatory Approvals, which shall be governed by Section 5.1) required to: (x) to sell, assign, transfer, convey assign or deliver (directly or indirectly) any Purchased Asset to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective Affiliates so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs Asset. If such Approval is not obtained prior to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent time as such Approval or Approvals are obtained and two (2) the first anniversary of years following the Closing Date, then Seller and will cooperate with Purchaser will put in place any lawful arrangement, the content of which shall be arrangement reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), Seller intended to both (x) provide Purchaser, or Affiliates of Purchaser designated by Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset and the burdens and costs of any such Assumed Liability Assets (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay ) and (y) cause Purchaser, or such designated Affiliates of Purchaser, to Purchaser promptly upon receipt thereofbear all costs and Liabilities thereunder to the extent an Assumed Liability from and after the Closing in accordance with this Agreement to the extent that Purchaser, all incomeor such designated Affiliates of Purchaser, proceeds receives the rights and other monies received by Seller or its Affiliates with respect to any benefits of such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with from and after the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser Closing in accordance with this Agreement. In furtherance of the terms foregoing, Purchaser will, or will cause its applicable Affiliates to, promptly pay, perform or discharge when due any related Liability to the extent an Assumed Liability (including any liability for Taxes, as determined in accordance with Section 2.12(d)) arising thereunder after the Closing Date to the extent that Purchaser, or such designated Affiliates of Purchaser, receives the rights and benefits of such Purchased Assets from and after the Closing in accordance with this Agreement. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Any Contract to be assigned, transferred or and conveyed in accordance with Section 2.01(a2.4(b) shallthat does not exclusively relate to the Business (each, a “Shared Contract”) shall be assigned, transferred and conveyed only with respect to (and preserving the meaning of) those parts that relate to the Business, to the extent commercially reasonableeither Purchaser or an Affiliate of Purchaser designated by Purchaser, be separated as of if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that each Purchaser, or such designated Affiliate of Purchaser and Seller or their respective Affiliates Purchaser, shall be entitled to the rights and benefits benefit of those parts of the Shared Contract that relate to the Business and shall assume the related portion of the Liabilities that relate to the Business under such Shared Contracts to the extent as Assumed Liability (such portion of such Liabilities, the “Purchaser Portion of the Shared Contract Liabilities” and the remainder of such Liabilities under such Shared Contract, the “Seller Portion of the Shared Contract Liabilities”); provided, however, that (i) in no event shall any Liabilities inuring Person be required to their respective businesses assign (or amend), either in its entirety or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without obtaining one or more Approvals and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, without such Approval or Approvals, until the earlier of such time as such Approval or Approvals are obtained and two (2) years following the Closing Date, then Seller will cooperate with respect Purchaser to establish an agency type or other similar arrangement reasonably satisfactory to Seller and Purchaser intended to both (x) provide Purchaser, or Affiliates of Purchaser designated by Purchaser, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business (including by means of any subcontracting, sublicensing or subleasing arrangement) and (y) cause Purchaser, or such designated Affiliates of Purchaser, to bear the costs and Liabilities thereunder to the extent an Assumed Liability from and after the ClosingClosing in accordance with this Agreement to the extent that Purchaser, or such designated Affiliates of Purchaser, receives the rights and benefits of the parts of the Shared Contracts that relate to the Business. In furtherance of the foregoing, Purchaser will, or will cause its applicable Affiliates to, promptly pay, perform or discharge when due any Liability to the extent an Assumed Liability (including any liability for Taxes, as determined in accordance with Section 2.12(d)) arising thereunder after the Closing Date to the extent that Purchaser, or such designated Affiliates of Purchaser, receives the rights and benefits of the parts of such Shared Contracts that relate to the Business. (d) To the extent permitted by applicable Tax Laws (and to the extent consistent with the relevant arrangement agreed to by Seller and Purchaser pursuant to Section 2.12(b) or 2.12(c)), Seller and Purchaser agree to treat and report, and to cause their respective applicable Affiliates to treat and report, on their Tax Returns, the Purchased Assets that are subject to the provisions of this Section 2.12 (the “Non-Transferred Assets”) as assets owned by the Purchaser or its Affiliates. The Parties Each of Seller and Purchaser agrees to notify the other party promptly in writing if it determines that such treatment (to the extent consistent with the relevant arrangement agreed to by Seller and Purchaser pursuant to Section 2.12(b) or 2.12(c)) is not permitted under applicable Tax Laws. Where such treatment is not permitted under applicable Tax Laws, and subject to the terms of any relevant arrangement agreed to by Seller and Purchaser pursuant to Section 2.12(b) or 2.12(c), the amount of the Liability for Taxes imposed on Seller or any of its Affiliates with respect to any Non-Transferred Asset for any Post-Closing Period shall cooperate be calculated on a “with each and without” basis, and Purchaser or its applicable Affiliates shall pay, be responsible for and indemnify and hold harmless Seller and its Affiliates from and against any such Tax Liability. Seller shall provide, and shall cause its applicable Affiliates to provide, Purchaser with a reasonable opportunity to review the relevant portion of any applicable Tax Returns relating to any Non-Transferred Assets for any Post-Closing Period (and accompanying schedules, calculations and other reasonably requested work papers) as necessary for determining such Tax Liability; provided, that, in the case of Tax Returns of Seller, any Seller Entity or any of their respective Affiliates (or of a consolidated, combined, unitary or Tax group including any of them), Seller may, in lieu of delivering the Tax Returns, deliver to effect Purchaser pro-forma statements setting forth in sufficient detail the information relevant for determining the relevant Tax Liability. If Seller and Purchaser are unable to reach an agreement in respect of any dispute concerning such separationTax Liability, they shall promptly submit any such dispute for resolution to the Independent Accounting Firm. The All costs to effect such separation and expenses of the Independent Accounting Firm shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage Business.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, convey or deliver or assume a any Purchased Asset or an Assumed Liability to the extent that if a sale, assignment, transfer, conveyance, conveyance or delivery or assumption thereof (i) would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any third party or Governmental Entity (collectively, “Approvals”), (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or thereof, (Bii) be ineffective, void or voidable, or (iii) adversely affect, in any material respect, the case rights thereunder of each NanoString, its Subsidiaries, Veracyte, or any of clauses (A) and (B) their respective officers, directors, agents or affiliates, unless and until such Consent Approval is obtainedobtained (any such asset for which Approval is not obtained prior to Closing, a “Non-Transferable Asset”). (b) If the Closing occurs NanoString shall, and shall cause its controlled affiliates to, use commercially reasonable efforts to (i) obtain or cause to be obtained, any Approval (other than regulatory Approvals governed by Section 5.1) required to sell, assign, transfer, convey or deliver the circumstances described in Section 2.04(aPurchased Assets to Veracyte or its designated Subsidiary at the Closing (collectively, “Non-Regulatory Approvals”) exist or and (ii) any Consent of a Governmental Authority that is required assist Veracyte in entering into replacement Contracts with respect to permit a Designated Purchaser to place the Business Products distributor relationships set forth on Schedule 2.10(b) hereto (the market in a particular jurisdiction under a Registration included within such replacement Contracts, the Purchased Assets has not then been obtained “Replacement Distributor Contracts” and such jurisdiction is not a Deferred Asset Jurisdiction (which are replaced Contracts, the subject of Section 2.08“Replaced Distributor Contracts”), and Veracyte shall provide reasonable -21- [***] Confidential Treatment Requested - cooperation to NanoString and its affiliates in connection therewith. If such Non-Regulatory Approval or Replacement Distributor Contract are not obtained in connection with the Closing, then such Non-Transferable Asset shall not be sold, assigned or delivered in connection with the Closing, and until the earlier earliest of (x) such time as such Consent Non-Regulatory Approval is obtained and the first anniversary of or such Replacement Distributor Contract is entered into, (y) [***] following the Closing DateDate and (z) with respect to a Non-Transferrable Asset that is a Contract, the execution of a replacement Contract by Veracyte or its Subsidiary (A) Seller the “Transition Period”), NanoString shall, and Purchaser shall cause its controlled affiliates to, use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent required to: Non-Regulatory Approval and assist Veracyte in entering into Replacement Distributor Contract, and Veracyte shall provide reasonable cooperation to NanoString and its affiliates in connection therewith. During the Transition Period until the earlier of (x) sellsuch time as such Non-Regulatory Approval is obtained or such Replacement Distributor Contract is entered into, assign, transfer, convey or deliver (directly or indirectly) any Purchased Asset to Purchaser or another Designated Purchaser, and (y) obtain [***] following the unconditional release of the Asset Seller Entities and their respective Affiliates so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset Closing Date and (2z) costs with respect to obtain subscriptionsa Non-Transferrable Asset that is a Contract, software as the execution of a service replacement Contract by Veracyte or software or information technology licenses shall not be deemed a cost to obtain Consentits Subsidiary, NanoString shall, and Purchaser shall be solely responsible for cause its controlled affiliates to, use commercially reasonable efforts to cooperate with Veracyte to put in place any arrangement reasonably acceptable to Veracyte and NanoString that is intended to both (A) provide Veracyte or its designated Subsidiary, to the cost fullest extent reasonably practicable and permissible by applicable Law, the claims, rights, remedies and benefits of any such subscriptions, software as a service Non-Transferable Asset or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii)Replacement Distributor Contract, and (B) pending such Consent to the extent of the benefits received by Veracyte, cause Veracyte, subject to applicable Law, to assume and continuing until be responsible for, and pay, perform and discharge when due, all liabilities and obligations of NanoString with respect to the earlier Non-Transferable Asset, from and after the Closing in accordance with this Agreement (including (in the case of clauses (1A) the receipt of such Consent and (2B)) by means of any subcontracting, sublicensing or subleasing arrangement). Upon obtaining the first relevant Non-Regulatory Approval, NanoString hereby assigns, and shall, and shall cause each of its applicable Subsidiaries to, promptly sell, convey, assign, transfer and deliver to Veracyte or its designated Subsidiary such Non-Transferable Asset for no additional consideration (other than assumption of any related Assumed Liabilities with respect thereto), and Veracyte shall promptly assume such related Assumed Liability. Upon Veracyte entering into a Replacement Distributor Contract, NanoString shall promptly (and in no event later than [***] after the applicable Replacement Distributor Contract is entered into) wind down any Contract (or portion of a Contract) that Veracyte has replaced with such Replacement Distributor Contract (the “Replaced Distributor Relationship”). (c) NanoString shall be entitled to terminate, or cause its applicable Subsidiary to terminate, any Contract that is a Non-Transferable Asset upon [***] notice to Veracyte at any time after the [***] anniversary of the Closing Date, Seller . (d) All reasonable costs agreed and Purchaser will put payable by NanoString or its Affiliates in place any lawful arrangement, the content of which connection with obtaining Non-Regulatory Approvals under Section 2.10(b) shall be reasonably acceptable borne by NanoString (provided that Veracyte shall bear all costs of its cooperation thereunder). Notwithstanding anything herein to Purchaser and Xxxxxx (with the contrary, neither NanoString nor Veracyte shall have any appropriate obligation under this Agreement or otherwise to pay any consent, approval or waiver “firewalls” fee”, discount, rebate or similar procedures required under applicable Competition Laws), intended to provide Purchaserany money or other consideration beyond administrative costs or immaterial review charges, to any Person in order to obtain any Non-Regulatory Approvals, unless Veracyte requests and reimburses NanoString for such payment. - (e) During the fullest extent practicableTransition Period, the for so long as NanoString and its Subsidiaries hold any Non-Transferable Asset and provide Veracyte or any of its affiliates any claims, rights and benefits of any such Purchased Asset and the burdens and costs of any such Assumed Liability (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to any such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable outNon-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Transferable Asset or Assumed Liability Replaced Distributor Contract pursuant to Purchaser or another Designated Purchaser at no additional cost to Purchaser an arrangement described in accordance with the terms of this Agreement. Section 2.10(b) (c) Without limiting the provisions of Section 2.04(a) and 2.04(bif any), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, to the extent commercially reasonable, be separated as of the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) NanoString and its Subsidiaries shall hold and operate such Non-Transferable Assets or Replaced Distributor Contract in a mutually agreeable manner consistent in all material respects with the rights manner in which NanoString and benefits its Subsidiaries hold and operate their other assets and operate under each Shared Contract their other Contracts, subject to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability reasonable instructions of Veracyte and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser its Affiliates to the extent such rights are instructions related to a Non-Transferable Asset or a Replaced Distributor Contract and (ii) Veracyte shall indemnify and hold NanoString, its applicable Subsidiaries and their respective Affiliates harmless from and against all Covered Losses incurred or asserted as a result of NanoString’s or any such affiliate’s or their respective affiliate’s post-Closing direct or indirect ownership, management or operation of any such Non-Transferable Assets or Replaced Distributor Contract (only to the extent such Covered Losses related to the Triage BusinessPurchased Assets or are Assumed Liabilities hereunder).

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or (other than any Purchased Entity Shares) if an Assumed Liability to the extent that a attempted sale, assignment, transfer, conveyance, delivery transfer or assumption conveyance thereof (i) in connection with the Transaction or the other transactions contemplated by this Agreement would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, Filing with, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any third party or Governmental Entity (collectively, “Approvals”), (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or in respect thereof, (Bii) be ineffective, void or voidable, in or (iii) adversely affect the case rights thereunder of each the Seller Entities, Purchaser, or any of clauses (A) and (B) their respective officers, directors, agents or Affiliates, unless and until such Consent Approval is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall, and shall use cause their respective Affiliates to, use commercially reasonable efforts to obtain, or cause to be obtained, at no cost to Seller or any such Consent of its Affiliates, any Approval (other than Regulatory Approvals, which shall be governed by Section 5.1) required to: (x) to sell, assign, transfer, convey assign or deliver (directly or indirectly) transfer any Purchased Asset (other than any Purchased Entity Shares) and to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective its Affiliates so that Purchaser or another Designated Purchaser and its Affiliates shall be solely responsible for the Assumed Liabilities; provided. If any such Approval is not obtained prior to Closing, that (1) nothing the Closing shall nonetheless take place subject only to the satisfaction or waiver of the conditions set forth in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain ConsentArticle VIII, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent time as such Approval or Approvals are obtained and (2) the first anniversary later of (A) five (5) years following the Closing Date, Seller and Purchaser will put (B) to the extent any such Approval is in place respect of a Purchased Asset (other than any lawful arrangementPurchased Entity Shares) that is or arises out of a Contract, the content expiration of which shall be such Contract in accordance with its terms, the Parties will cooperate and use commercially reasonable efforts to implement any arrangement reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), the Parties intended to both (x) provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset Assets and (y) cause Purchaser to bear all costs and Liabilities thereunder from and after the burdens and costs of any such Assumed Liability Closing in accordance with this Agreement (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller In furtherance of the foregoing, from and after the Closing, Purchaser will promptly pay, satisfy, perform and discharge when due any Liability (including any liability for Taxes) arising thereunder. (c) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to any such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by require Seller or any of its Affiliates to sell, assign, transfer or convey any Excluded Asset from the Purchased Companies or their Subsidiaries (or from the Seller Entities) to Seller or one or more of its Affiliates if an attempted sale, assignment, transfer or conveyance thereof in connection with the arrangements Transaction or the other transactions contemplated by this Agreement would be prohibited by Law or would, without an Approval (i) constitute a breach or other contravention in respect thereof, (ii) be ineffective, void or voidable, or (iii) adversely affect the rights thereunder of the Seller Entities, or any of their respective officers, directors, agents or Affiliates, unless and until such Approval is obtained. (d) If any such Approval referred to in Section 2.04(b)2.10(c) is not obtained prior to Closing, Seller will notify Purchaser of such fact and the Closing shall nonetheless take place subject only to the satisfaction or waiver of the conditions set forth in Article VIII, and until the earlier of (1) such time as such Approvals are obtained and (2) the later of (A) five (5) years following the Closing Date and (B) to the extent any such Approval is in respect of an Excluded Asset that is or arises out of a Contract, the expiration of such Contract in accordance with its terms, the Parties will cooperate and use commercially reasonable efforts to implement any arrangement reasonably acceptable to Purchaser and Seller intended to both (x) provide Seller and its Affiliates, to the fullest extent practicable, the claims, rights and benefits of any such Excluded Asset and (y) cause Seller to bear all costs and Liabilities thereunder from and after the Closing in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement). Once a required Consent for In furtherance of the saleforegoing, assignment, conveyance, assumption, transfer from and delivery of a Purchased Asset is obtainedafter the Closing, Seller will promptly transfer such Purchased Asset or Assumed pay, satisfy, perform and discharge when due any Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms of this Agreement(including any liability for Taxes) arising thereunder. (ce) Without limiting Any Contract entered into prior to the provisions Closing with a third party to which Seller or any of its Affiliates is a party that does not exclusively relate to the Business (and is not otherwise set forth on Section 2.04(a2.4(b)(i) of the Seller Disclosure Schedules) but inures to the benefit or burden of both the Business and 2.04(b)the Retained Businesses, other than any enterprise-wide Contracts, Contracts with respect to off-the-shelf software and Contracts with any Taxing Authority (each, a “Shared Contract to Contract”) shall constitute a Purchased Asset and be assigned, transferred or and conveyed in accordance subject to the terms and conditions of this Agreement (including the other provisions of this Section 2.10) only with Section 2.01(arespect to (and preserving the meaning of) shallthose parts that relate to the Business, to the extent commercially reasonableeither a Purchased Entity (or Subsidiary thereof) or Purchaser, be separated as of if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits of those parts of the Shared Contract that relate to the Business and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchasercontemplated by this Agreement; provided, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided however, that (Ai) Purchaser in no event shall any Person be solely responsible for the costs of required to assign (or amend), either in its entirety or in part, any subscriptions, software as a service Shared Contract that is not assignable (or software cannot be amended) by its terms without obtaining one or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, more Approvals and (Bii) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If if any Shared Contract cannot be so separatedpartially assigned by its terms or otherwise, Seller or cannot be amended, without such Approval or Approvals, until the earlier of such time as such Approval or Approvals are obtained or two (2) years following the Closing, the Parties will cooperate and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to causeestablish an agency type or other similar arrangement reasonably satisfactory to Seller and Purchaser intended to both (x) provide Purchaser, for to the period fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business and (y) cause Purchaser to bear all costs and Liabilities of those parts that relate to the Business from and after the Closing and for the duration in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement). In furtherance of the then-current term foregoing, from and after the Closing Closing, Purchaser will promptly pay, satisfy, perform and discharge when due any Liability (iincluding any liability for Taxes) arising under the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each parts of any such Shared Contract to the extent related to the Excluded Businesses Business. (f) Purchaser shall indemnify and hold Seller, the Seller Entities and their respective Affiliates harmless from and against all Liabilities relating to be enjoyed by or arising out of the applicable Asset Seller Entityportions of any Shared Contracts that relate to the Business, and Seller Parent shall indemnify and hold Purchaser and its Affiliates (which for avoidance of doubt shall include the Purchased Companies and their Subsidiaries) harmless from and against all Liabilities relating to or arising out of the portions of any Shared Contracts that do not relate to the Business. Notwithstanding anything in this Agreement to the contrary, any transfer or assignment to Purchaser of any Purchased Asset or any part of a Shared Contract that shall require an Approval as described above in this Section 2.10 shall be made subject to such Approval being obtained, and neither Seller nor any of its Affiliates shall be required to agree to any arrangement or take any action in connection with the matters contemplated by this Section 2.10 that would, in Seller’s good-faith judgment, (i) constitute a breach or other contravention in respect of any Purchased Assets or Shared Contract, (ii) be ineffective, void or voidable, (iii) adversely affect the rights thereunder of the Seller Entities or any of their respective officers, directors, agents or Affiliates, or (iv) require Seller or any of its Affiliates to pay or commit to pay any amount or incur any obligation in favor of or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any Person. Without limiting Section 2.10(b), notwithstanding the fact that any applicable Approval is not obtained prior to the Closing, each of the assets described in Section 2.4 shall be deemed to be Purchased Assets under this Agreement and each of the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses described in Section 2.6 shall be deemed to be borne by Assumed Liabilities under this Agreement, including in each case for purposes of the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) calculation of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage BusinessWorking Capital.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to to, and none of the Seller Entities shall be required to, sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or an Assumed Liability to the extent that a if any sale, assignment, transfer, conveyance, delivery transfer or assumption conveyance thereof (ior any attempt to do any of the foregoing) would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any third party or Governmental Entity (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or thereof, (Bii) be ineffective, void or voidablevoidable or (iii) materially and adversely affect the rights thereunder of the Seller Entities, in the case Purchaser Parties or any of each of clauses their respective officers, directors, agents or Affiliates (A) collectively, “Approvals” and (B) such Purchased Assets, collectively, the “Non-Assignable Assets”), unless and until such Consent Approval is obtained, it being understood that the Parties’ obligations to effect the Transaction and the other transactions contemplated by this Agreement, including Purchaser’s obligation to pay the full Aggregate Consideration at the Closing, are not conditioned upon the receipt of such Approvals, other than the Antitrust Approvals that are conditions to the Closing pursuant to Section 7.1(a). (b) If the Closing occurs and The Parties shall use reasonable best efforts, (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required prior to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Dateand for a period of one (1) year following the Closing, (A) Seller and Purchaser shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent Approval (other than Antitrust Approvals, which shall be governed by Section 5.1) (the “Non-Antitrust Approvals”) required to: (x) to sell, assign, transfertransfer or convey any Non-Assignable Asset and (ii) prior to the Closing, convey or deliver (directly or indirectly) to identify any Purchased Asset vendor services reasonably necessary to Purchaser or another Designated Purchaserconduct the Business in substantially the same manner as conducted by Seller prior to the Closing, and obtain, or cause to be obtained, any approvals or consents of any vendors required for the provision of any Services pursuant to the Transition Services Agreement (y) obtain the unconditional release “TSA Approvals”); provided, that, notwithstanding anything to the contrary in this Agreement, none of Seller, the Asset Seller Entities and Purchaser Parties or their respective Affiliates so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate obligated to pay any amounts or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) provide other consideration to any Third Party third party in connection with obtaining or seeking to obtain any Consent Non-Antitrust Approvals or TSA Approvals. If such Non-Antitrust Approval is not obtained prior to transfer any Purchased Asset the Closing, from the Closing until the earliest of (x) such time as such Non-Antitrust Approval is obtained, (y) one (1) year following the Closing Date and (2z) costs with respect to obtain subscriptionsa Business Contract, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt expiration of the term of such Consent and (2) Business Contract in accordance with its current term or the first anniversary execution of the Closing Datea replacement Contract by Purchaser, Parent or their Affiliate, Seller will cooperate with the Purchaser Parties, and the Purchaser Parties will put cooperate with Seller, in place any lawful permissible arrangement (including, if applicable, a subcontracting, licensing or transition services arrangement, the content of which shall be ) reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), the Parties intended to provide Purchaserthe Purchaser Parties, to the fullest extent practicable, the claims, rights, benefits and burdens of any such Non-Assignable Assets. (c) In consideration of the foregoing, Purchaser will assume all burdens of, and will promptly pay or discharge when due, any liability (including any liability for Taxes) arising under or with respect to any such Non-Assignable Asset after the Closing. When the requisite Non-Antitrust Approval is obtained, the applicable Purchased Asset will be deemed to have been automatically assigned and transferred to Purchaser on the terms set forth in this Agreement for no additional consideration and without the requirement of any further action of any Person, as of the Closing, except to the extent that the date of such Non-Antitrust Approval is deemed by applicable Law to have occurred on another date, in which case, as of such date. (d) Notwithstanding the foregoing, (i) neither Seller nor its Affiliates shall be required to commence litigation against any customer, licensor or other Contract counterparty and (ii) neither Seller nor any of its Affiliates shall be required to extend or renew any Contract. (e) Subject to Seller’s obligations under Section 2.10(b), neither Seller nor any of its Affiliates shall have any Liability whatsoever to the Purchaser Parties arising out of or relating to the failure to obtain any Approvals that may be required in connection with the Transaction and the other transactions contemplated by this Agreement or because of the termination of any Contract as a result thereof. Subject to Seller’s obligations under Section 2.10(b), the Purchaser Parties acknowledge that no representation, warranty, covenant or agreement of Seller contained herein shall be breached or deemed breached solely as a result of (i) the failure to obtain any Approval, (ii) any such termination of a Contract or (iii) any Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Approval or any such termination. (f) Any Shared Contract shall be assigned, transferred and conveyed to Purchaser only with respect to (and preserving the meaning of) those parts that are exclusively related to the Business, if so assignable, transferable or conveyable, or appropriately amended prior to, on or after the Closing, so that Purchaser shall be entitled to the rights and benefits of those parts of the Shared Contract that are exclusively related to the Business and Purchaser shall assume all burdens thereof and the related portion of any Liabilities, and the provisions of Section 2.10(a) through Section 2.10(e) shall apply to such Shared Contract, mutatis mutandis. (g) From and after the Closing, for so long as the Seller Entities hold any Purchased Assets or are parties to any Shared Contracts and provide Purchaser any claims, rights and benefits of any such Purchased Asset or Shared Contract pursuant to an arrangement described in Section 2.10(a) through Section 2.10(c), Purchaser shall indemnify and the burdens hold such Seller Entities and costs their respective Affiliates harmless from and against all Losses (excluding consequential damages in respect of such Losses (other than in respect of Losses arising from third party claims)) incurred or asserted as a result of a Seller Entity’s or any such Assumed Liability Affiliate’s or their respective Affiliate’s post-Closing direct or indirect ownership, management or operation (including by means of including, if applicable, any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing licensing or subleasing transition services arrangement). Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to ) of any such Purchased Assets or Shared Contracts (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms of this Agreement. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, to the extent commercially reasonable, be separated as of the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by Business). (h) Without limiting any of the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (foregoing and for the benefit and burden) avoidance of Purchaserdoubt, any rights the transfer or assignment to Purchaser of any Purchased Asset Seller Entity, as applicable, arising from the portion or any part of any a Shared Contract that is not assigned or transferred to shall require a Non-Antitrust Approval as described above in this Section 2.10 shall be conditioned upon the applicable Designated Purchaser to the extent receipt of such rights are related to the Triage BusinessNon-Antitrust Approval.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset (or any Assumed Liabilities thereunder) if an Assumed Liability to the extent that a attempted sale, assignment, transfer, conveyance, delivery transfer or assumption conveyance thereof (i) would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any third party or Governmental Entity (collectively, “Approvals”), (Ai) constitute a breach or other contravention thereof or contravention of any Contract related to the Triage Business or thereof, (Bii) be ineffective, void or voidable, in or (iii) adversely affect the case rights thereunder of each the Seller Entities, Purchaser, or any of clauses (A) and (B) their respective officers, directors, agents or Affiliates, unless and until such Consent Approval is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent Approval (other than Regulatory Approvals, which shall be governed by Section 5.1) required to: (x) to sell, assign, transfer, convey assign or deliver (directly or indirectly) transfer any Purchased Asset and to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective its Affiliates so that Purchaser or another Designated Purchaser and its Affiliates shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require Liabilities from and after the Asset Seller Entities, Xxxxxx or any of their respective Affiliates Closing. If such Approval is not obtained prior to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent and (2) the first anniversary of time as such Approval is obtained or 18 months following the Closing Date, then Seller and will use commercially reasonable efforts to cooperate with Purchaser will put in place to establish an agency type or any lawful arrangement, the content of which shall be other similar arrangement reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), Seller intended to both (x) provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset Assets, and (y) cause Purchaser to bear all costs and Liabilities (in each case, that are Assumed Liabilities) thereunder from and after the burdens and costs of any such Assumed Liability Closing in accordance with this Agreement (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay to In furtherance of the foregoing, Purchaser will promptly upon receipt thereofpay, all income, proceeds and other monies received by Seller perform or its Affiliates discharge when due any Assumed Liability (including any Assumed Liability with respect to Taxes, determined on a “with-and-without” basis) arising thereunder after the Closing Date and Seller shall, and shall cause its Affiliates to, without further consideration therefor, promptly pay and remit to Purchaser all monies, rights and other consideration received thereunder (including any Tax Benefit actually realized, determined on a “with-and-without” basis). Notwithstanding anything in this Agreement to the contrary, neither Seller nor any of its Affiliates shall be required to pay compensation to any third party, commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Assumed Liability) to any third party (x) to obtain any such third party consent or (y) in connection with Seller’s and its Affiliates’ obligations under this Section 2.11(b). For the avoidance of doubt, (a) no representation, warranty or covenant of Seller contained in the Transaction Documents shall be breached or deemed breached, and no condition shall be deemed not satisfied, based solely on the failure to obtain any such Approvals and (b) no covenant of Seller contained in the Transaction Documents shall be breached or deemed breached, and no condition shall be deemed not satisfied, based solely on any Action commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Approvals. (c) Any Contract to be assigned, transferred and conveyed in accordance with Section 2.4 that does not exclusively relate to the Business (each, a “Shared Contract”) shall be assigned, transferred and conveyed only with respect to (and preserving the meaning of) those parts that relate to the Business, to either a Purchased Subsidiary or Purchaser, as so directed by Purchaser, if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that (A) Purchaser shall be entitled to the rights and benefits of those parts of the Shared Contract that relate to the Business and shall assume only the related portion of any Assumed Liabilities contemplated by this Agreement and (B) a Seller Entity shall be entitled to the rights and benefit of those parts of the Shared Contract that do not relate to the Business and shall retain only the related portion of any Retained Liabilities contemplated by this Agreement; provided, that (i) in no event shall any Person be required to assign (or amend), either in its entirety or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without obtaining one or more Approvals and (ii) if any Shared Contract cannot be so partially assigned by its terms, or cannot be amended, without such Approval or Approvals, until the earlier of such time as such Approval or Approvals are obtained and one (1) year following the Closing Date, then Seller and Purchaser will cooperate to establish an agency type or other similar arrangement reasonably satisfactory to Seller and Purchaser intended to (w) provide Purchaser, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of the parts that relate to the Business from and after the Closing, (x) cause Purchaser to promptly pay, perform or discharge when due all Assumed Liabilities thereunder from and after the Closing in accordance with this Agreement, (y) provide Seller, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that do not relate to the Business from and after the Closing and (z) cause Seller to promptly pay, perform or discharge when due all Retained Liabilities thereunder from and after the Closing in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement). Notwithstanding anything in this Agreement to the contrary, neither Seller nor any of its Affiliates shall be required to pay compensation to any third party, commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Assumed Liability) to any third party in connection with Seller’s and its Affiliates’ obligations under this Section 2.11(c). (d) For so long as the Seller Entities hold any Purchased Assets or are parties to any Shared Contracts after the Closing and provide Purchaser any claims, rights and benefits of any such Purchased Asset or Shared Contract (in the case of such Shared Contract, to the extent related to the Business) pursuant to an arrangement described in Section 2.11(b) or (c), Purchaser shall indemnify and hold Seller, such Seller Entities and their respective Affiliates harmless from and against all Covered Losses incurred or asserted as a result of Seller’s or any such Affiliate’s or their respective Affiliate’s post-Closing direct or indirect ownership, management or operation of any such Purchased Assets or Shared Contracts (net in each case, in accordance with this Agreement and only if such Covered Losses relate to or arise out of any Assumed Liabilitiesthe Purchased Assets or to the extent that such Covered Losses relate to or arise out of the Business ), Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller except to the extent resulting from Seller’s or any of its Affiliates in connection with Affiliates’ gross negligence or willful misconduct. Notwithstanding anything contained herein to the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the salecontrary, assignment, conveyance, assumption, any transfer and delivery or assignment to Purchaser of a Purchased Asset is obtained, Seller will promptly transfer such any Purchased Asset or Assumed Liability any part of a Shared Contract that shall require an Approval as described above in this Section 2.11 shall be made subject to Purchaser or another Designated Purchaser at no additional cost to Purchaser such Approval being obtained; provided, that upon receipt of such Approval, such transfer and assignment shall automatically and without further action be effected in accordance with the terms of this Agreement. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, to the extent commercially reasonable, be separated as of the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage Business.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or if an Assumed Liability to the extent that a attempted sale, assignment, transfer, conveyance, delivery transfer or assumption conveyance thereof (i) in connection with the Transactions would be prohibited by Law or (ii) would, without the Consent by approval, authorization, consent of, Filing with, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any third party or Governmental Entity (collectively, “Approvals”), (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or in respect thereof, (Bii) be ineffective, void or voidable, in or (iii) adversely affect the case rights thereunder of each the Seller Entities, Purchaser, or any of clauses (A) and (B) their respective officers, directors, agents or Affiliates, unless and until such Consent Approval is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall, and shall use cause their respective Affiliates to, use commercially reasonable efforts to obtain, or cause to be obtained, at no cost to Seller or any such Consent of its Affiliates, any Approval (other than Regulatory Approvals, which shall be governed by Section 5.1) required to: (x) to sell, assign, transfer, convey assign or deliver (directly or indirectly) transfer any material Purchased Asset and to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective its Affiliates so that Purchaser or another Designated Purchaser and its Affiliates shall be solely responsible for the Assumed Liabilities; provided. If any such Approval is not obtained prior to Closing, that (1) nothing the Closing shall nonetheless take place subject only to the satisfaction or waiver of the conditions set forth in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain ConsentArticle VII, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent time as such Approval or Approvals are obtained and two (2) the first anniversary of years following the Closing Date, the Parties will cooperate and use commercially reasonable efforts to implement, at no cost to Seller and Purchaser will put in place or any lawful arrangementof its Affiliates, the content of which shall be any arrangement reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), Seller intended to both (x) provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset Assets, and (y) cause Purchaser to bear all costs and Liabilities thereunder from and after the burdens and costs of any such Assumed Liability Closing in accordance with this Agreement (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay to In furtherance of the foregoing, from and after the Closing, Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to any such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or pay, satisfy, perform and discharge when due any Liability (including any liability for Taxes) arising thereunder and shall be responsible for all Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser Liabilities related thereto in accordance with the terms of this Agreement. (c) Without limiting Notwithstanding anything in this Agreement to the provisions contrary, nothing in this Agreement shall require Seller or any of its Affiliates to sell, assign, transfer or convey any Excluded Asset from the Purchased Companies or their Subsidiaries (or from the Seller Entities) to Seller or one or more of its Affiliates if an attempted sale, assignment, transfer or conveyance thereof in connection with the Transactions would be prohibited by Law or would, without an Approval (i) constitute a breach or other contravention in respect thereof, (ii) be ineffective, void or voidable, or (iii) adversely affect the rights thereunder of the Seller Entities, or any of their respective officers, directors, agents or Affiliates, unless and until such Approval is obtained. (d) If any such Approval referred to in Section 2.04(a2.11(b) is not obtained prior to Closing, the Closing shall nonetheless take place subject only to the satisfaction or waiver of the conditions set forth in Article VII, and 2.04(b)until such time as such Approvals are obtained, the Parties will cooperate and use commercially reasonable efforts to implement, at no cost to Seller or any of its Affiliates, any Shared arrangement reasonably acceptable to Purchaser and Seller intended to both (x) provide Seller, to the fullest extent practicable, the claims, rights and benefits of any such Excluded Asset and (y) cause Seller to bear all costs and Liabilities thereunder from and after the Closing in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement). In furtherance of the foregoing, from and after the Closing, Seller will promptly pay, satisfy, perform and discharge when due any Liability (including any liability for Taxes) arising thereunder and shall be responsible for all Retained Liabilities related thereto in accordance with this Agreement. (e) Any Contract to be assigned, transferred or and conveyed in accordance with Section 2.01(a2.4(b) shallthat does not exclusively relate to the Business but inures to the benefit or burden of both the Business and the Retained Businesses, other than any enterprise-wide Contracts, Contracts with respect to off-the-shelf software and Contracts with any Taxing Authority (each, a “Shared Contract”) shall constitute a Purchased Asset and be assigned, transferred and conveyed subject to the terms and conditions of this Agreement (including the other provisions of this Section 2.11) only with respect to (and preserving the meaning of) those parts that relate to the Business, to the extent commercially reasonableeither a Purchased Company (or Subsidiary thereof) or Purchaser, be separated as of if so assignable, transferable or conveyable, or appropriately amended prior to, on or after the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits of those parts of the Shared Contract that relate to the Business and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchasercontemplated by this Agreement; provided, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided however, that (Ai) Purchaser in no event shall any Person be solely responsible for the costs of required to assign (or amend), either in its entirety or in part, any subscriptions, software as a service Shared Contract that is not assignable (or software cannot be amended) by its terms without obtaining one or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, more Approvals and (Bii) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If if any Shared Contract cannot be so separatedpartially assigned by its terms or otherwise, Seller or cannot be amended, without such Approval or Approvals, until the earlier of such time as such Approval or Approvals are obtained and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after two (2) years following the Closing Date, the Parties will cooperate and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforceestablish, at the request no cost to Seller or any of its Affiliates, an agency type or other similar arrangement reasonably satisfactory to Seller and Purchaser intended to both (and for the benefit and burdenx) of provide Purchaser, any to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business and (y) cause Purchaser to bear all costs and Liabilities thereunder from and after the Closing in accordance with this Agreement (including by means of any Asset subcontracting, sublicensing or subleasing arrangement). In furtherance of the foregoing, from and after the Closing, Purchaser will promptly pay, satisfy, perform and discharge when due any Liability (including any liability for Taxes) arising thereunder. (f) Purchaser shall indemnify and hold Seller, the Seller EntityEntities and their respective Affiliates harmless from and against all Liabilities incurred or asserted as a result of Seller’s or any of its Affiliates’ post-Closing direct or indirect ownership, as applicable, management or operation of any Purchased Assets or relating to or arising from out of the portion portions of any Shared Contracts that relate to the Business. Notwithstanding anything in this Agreement to the contrary, any transfer or assignment to Purchaser of any Purchased Asset or any part of a Shared Contract that shall require an Approval as described above in this Section 2.11 shall be made subject to such Approval being obtained, and neither Seller nor any of its Affiliates shall be required to agree to any arrangement or take any action in connection with the matters contemplated by this Section 2.11 that would, in Seller’s good-faith judgment, (i) constitute a breach or other contravention in respect of any Purchased Assets or Shared Contract, (ii) be ineffective, void or voidable, (iii) adversely affect the rights thereunder of the Seller Entities or any of their respective officers, directors, agents or Affiliates, or (iv) require Seller or any of its Affiliates to pay or commit to pay any amount or incur any obligation in favor of or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any Person. Without limiting Section 2.11(b), notwithstanding the fact that any applicable Approval is not assigned or transferred obtained prior to the applicable Designated Purchaser Closing, each of the assets described in Section 2.4 shall be deemed to be Purchased Assets under this Agreement and each of the extent such rights are related Liabilities described in Section 2.6 shall be deemed to be Assumed Liabilities under this Agreement, including in each case for purposes of the Triage Businesscalculation of Working Capital.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or if an Assumed Liability to the extent that a attempted sale, assignment, transfer, conveyance, delivery transfer or assumption conveyance thereof (i) would be prohibited by Law applicable Laws or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any third party (collectively, “Approvals”), (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or thereof, (Bii) be ineffective, void or voidable, in or (iii) adversely affect the case rights thereunder of each the Seller Entities, Purchaser, or any of clauses (A) and (B) their respective officers, directors, agents or Affiliates, unless and until such Consent Approval is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable best efforts to obtain, or cause to be obtained, on or prior to the Closing, any such Consent Approval (other than Regulatory Approvals, which shall be governed by Section 5.1) required to: (x) to sell, assign, transfer, convey assign or deliver (directly or indirectly) transfer any Purchased Asset and to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective its Affiliates so that Purchaser or another Designated Purchaser and its Affiliates shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates . If such Approval is not obtained prior to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of such time as such Approval or Approvals are obtained or one (1) year following the receipt Closing Date (or, in the case of a Contract, the expiration or termination of such Consent and Contract), then, subject to Section 5.12, (2i) the first anniversary each of the Closing Date, Seller and Purchaser will put cooperate with the other in place establishing any lawful arrangement, the content of which shall be arrangement reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), Seller intended to both (x) provide Purchaser, to the fullest extent practicable, all of the claims, rights and benefits of any such Purchased Asset Assets and (y) cause Purchaser to bear all costs and Liabilities thereunder from and after the burdens and costs of any such Assumed Liability Closing in accordance with this Agreement (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). , and (ii) at the request and sole cost and expense of Purchaser, Seller shall, and shall cause the other applicable Asset Selling Entities to, use their reasonable best efforts to enforce for Purchaser’s account any rights of the Asset Selling Entities arising from any such Purchased Asset, and Purchaser shall cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser (or its designee); provided that Seller shall pay not be required to bring any litigation (or similar Action) against any Person for the benefit of Purchaser. In furtherance of the foregoing, Purchaser will promptly upon receipt thereofpay, perform or discharge (or cause to be promptly paid, performed or discharged) in full when due any Liability (including any liability for Taxes) arising thereunder after the Closing Date. Following the Closing and until the earlier of the date that the applicable Approval is obtained or occurs and one (1) year following the Closing Date (or, in the case of a Contract, the expiration or termination of such Contract), each of the parties shall, and shall cause their respective Affiliates to use their respective reasonable best efforts to, obtain or effect, as the case may be, such Approval. Following the Closing, if and when any such Approval shall be obtained, all incomeof the Asset Selling Entities’ rights, proceeds title and other monies received by Seller or its Affiliates interest with respect to any such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability shall be deemed to have been automatically assigned and transferred to Purchaser (or another Designated Purchaser at its designee) on the terms set forth in this Agreement, as of the Closing, for no additional cost to Purchaser in accordance with the terms of this Agreementconsideration. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Any Contract to be assigned, transferred or and conveyed in accordance with Section 2.01(a2.4(b) shallthat does not exclusively relate to the RLC Ducted Business (each, a “Shared Contract”) shall be assigned, transferred and conveyed, only with respect to (and preserving the meaning of) those parts that relate to the RLC Ducted Business, to the extent commercially reasonableeither a Purchased Entity or Purchaser, be separated as of if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits benefit of those parts of the Shared Contract that relate to the RLC Ducted Business and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchasercontemplated by this Agreement; provided, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (Ai) Purchaser in no event shall any Person be solely responsible for the costs of required to assign (or amend), either in its entirety or in part, any subscriptions, software as a service Shared Contract that is not assignable (or software cannot be amended) by its terms without obtaining one or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, more Approvals and (Bii) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If if any Shared Contract cannot be so separatedpartially assigned by its terms or otherwise, or cannot be amended, without such Approval or Approvals, then, until the earlier of such time as such Approval or Approvals are obtained and one (1) year following the Closing Date (or, in the case of a Contract, the expiration or termination of such Contract), (A) Seller will cooperate with Purchaser to establish an agency type or other similar lawful arrangement reasonably satisfactory to Seller and Purchaser intended to both (x) provide Purchaser, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the RLC Ducted Business and (y) cause Purchaser to bear all costs and Liabilities under such Shared Contract (but only to the extent that such Liabilities arise out of or relate to the Business) from and after the Closing in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement), and (B) at the request and sole cost and expense of Purchaser, Seller shall, and shall cause each the other applicable Asset Selling Entities to, use their reasonable best efforts to enforce for Purchaser’s account, any rights of the Asset Selling Entities arising from any such Purchased Asset, and Purchaser shall cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser (or its designee); provided, that Seller shall not be required to bring any litigation (or similar Action) against any Person for the benefit of Purchaser. In furtherance of the foregoing, Purchaser will promptly pay, perform or discharge in full when due any Liability (including any liability for Taxes) arising under such Shared Contract (but only to the extent that such Liabilities arise out of or relate to the Business) after the Closing Date. (d) Notwithstanding anything in this Agreement to the contrary, none of Purchaser, Seller nor any of their respective Affiliates toshall be required to compensate any third party (including in connection with any termination, use breakage, volume reduction or similar fee), commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Assumed Liability) to any third party (x) to obtain any Approval or (y) in connection with their commercially reasonable efforts obligations under this Section 2.11; provided, however, that the foregoing shall not limit or modify Purchaser’s obligations to causepromptly pay, perform or discharge in full when due (including any Liability for the period after the Closing and for the duration of the then-current term after the Closing (iTaxes) the rights and benefits arising under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable any Purchased Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred relates to the applicable Designated RLC Ducted Business after the Closing Date. For the avoidance of doubt, no representation, warranty or covenant of Seller contained in the Transaction Documents shall be breached or deemed breached, and no condition shall be deemed not satisfied, based on (i) the failure to obtain any Approvals or (ii) any Action commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any Approvals. (e) For so long as the Asset Selling Entities hold any Purchased Assets or are parties to any Shared Contracts, (i) Purchaser shall indemnify and hold such Asset Selling Entities and their respective Affiliates harmless from and against all Liabilities incurred or asserted as a result of such Asset Selling Entity’s post-Closing direct or indirect ownership, management or operation of any such Purchased Assets or Shared Contracts at the request or direction of, or with the prior written consent of, Purchaser or any of its Affiliates (only to the extent that such rights are related Liabilities arise out of or relate to the Triage Business), and (ii) Seller shall indemnify Purchaser and its Affiliates harmless from and against all Liabilities incurred or asserted as a result of any Asset Selling Entity’s performance or obligations under any Shared Contract at the request or direction of, or with the prior written consent of, Seller or any of its Affiliates (to the extent not arising out of or relating to the Business). Notwithstanding anything contained herein to the contrary, any transfer or assignment to Purchaser of any Purchased Asset or any part of a Shared Contract that shall require an Approval as described above in this Section 2.11 shall be made subject to such Approval being obtained.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, convey or deliver or assume a Purchased Asset or for Purchaser to assume an Assumed Liability to the extent that if a sale, assignment, transfer, conveyance, delivery or assumption thereof (i) would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any order, waiver or Permit by, any relevant Third PartyPerson (collectively, “Approvals”), (A) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or (B) be ineffective, void or voidable, in the case of each of clauses clause (A) and (B) unless and until such Consent Approval is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a1.13(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08)exist, until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable best efforts to obtain, or cause to be obtained, any such Consent Approval required to: (x) to sell, assign, transfer, convey assign or deliver (directly or indirectly) transfer any Purchased Asset to Purchaser or another Designated Purchaser, and (y) to obtain the unconditional release of the Asset Seller Entities and their respective Affiliates and/or the Rexam Entities so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx Purchaser or any of their respective its Affiliates to expend money, commence any Action litigation or offer or grant any material accommodation (financial or otherwise) to any Third Party third party in connection with obtaining any Consent Approval. Seller shall keep Purchaser reasonably informed in a timely manner as to transfer any all material developments regarding the Approvals and the Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of Assets. If any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Approval is not obtained prior to Closing, including those included within, or related to Information Technology Assets included within, then from the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until Closing through the earlier of (1i) the receipt of such Consent time as such Approval or Approvals are obtained and (2ii) the first anniversary of the Closing DateDecember 31, 2018, Seller and Purchaser will put in place any lawful arrangement, the content of which shall be arrangement reasonably acceptable to Purchaser and Xxxxxx Seller (with any appropriate “firewalls” or similar procedures required under applicable Competition Competition/Investment Laws), ) intended to both (x) provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset and the burdens and costs of any such Assumed Liability Assets (including by means of any agency, contract manufacturing, distribution, supplyco-packing, subcontracting, sublicensing or subleasing arrangement). Seller shall pay ) and (y) cause Purchaser to Purchaser promptly upon receipt thereofbear all Assumed Liabilities thereunder in accordance with this Agreement; provided, all incomehowever, proceeds and other monies received by Seller or its Affiliates that with respect to any such Customer Contracts included in the Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates including Shared Contracts described in connection with the arrangements contemplated by this Section 2.04(b1.13(c)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms of this Agreement. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, if not prohibited by applicable regulatory authorities pursuant to Competition/Investment Law, seek to substitute approximately equivalent volume if the customer party to the extent commercially reasonable, be separated as of the applicable Customer Contract does not provide Approval prior to Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burdenbenefit) of Purchaser, any rights of any Asset Seller, the Seller EntityEntities, Rexam or the Rexam Entities, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser such Purchased Asset to the extent such rights are related to the Triage Business. (c) Any Contract to be assigned, transferred and conveyed in accordance with Section 1.1(b)(i) (or that would be indirectly conveyed to Purchaser under Section 1.1(a)(i)) that is not exclusively related to the Business (each, a “Shared Contract”) shall be assigned, transferred and conveyed only with respect to (and preserving the meaning of) those parts that relate to the Business to the extent so related to the Business, to Purchaser, if so assignable, transferable or conveyable, or appropriately amended or split prior to or on the Closing, so that at the Closing (x) Purchaser shall be entitled to the rights and benefits of those parts of the Shared Contract that relate to the Business and shall assume the related portion of any Liabilities contemplated by this Agreement (the “Purchaser Portion of the Shared Contract Liabilities”) and

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or if an Assumed Liability to the extent that a attempted sale, assignment, transfer, conveyance, delivery transfer or assumption conveyance thereof (i) would be prohibited by Law or (ii) would, without the Consent by of any relevant Third Partythird party or Governmental Entity (collectively, the “Non-Assignable Assets”), (Ai) constitute a breach or other contravention or result in any acceleration of obligations of any Seller Entity or the exercise of rights or remedies by any counterparty, including rights of recapture or termination thereof or of any Contract related to the Triage Business or (Bii) be ineffective, void or voidable, in the case of each of clauses (A) and (B) voidable unless and until such Consent is obtained, it being understood that except as otherwise expressly contemplated by Section 7.01(c) and Section 7.02(c), the obtainment of any such Consent is not a condition to Initial Closing or the Deferred Closing and that the Applicable Closing shall proceed in accordance with this Agreement without the sale, assignment, conveyance, transfer or delivery of such Non- Assignable Assets and the Closing Date Purchase Price and Final Purchase Price shall not be reduced as a result thereof. (b) If the Closing occurs Other than with respect to actions related to Filings, Consents and (i) the circumstances described in Authorizations under Regulatory Laws, which shall be governed solely by Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.086.01(b), until at or prior to the earlier of such time as such Consent is obtained Initial Closing, each applicable Purchaser and the first anniversary of the Closing Date, (A) Seller and Purchaser shall each use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent required to: (x) to sell, assign, transfer, convey assign or deliver (directly or indirectly) transfer any Purchased Asset to Purchaser or another Designated PurchaserAsset, and (y) to obtain the unconditional release of the Asset Seller Entities and their respective Affiliates so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset applicable Seller Entities, Xxxxxx or . If such Consent (including any of their respective Affiliates Consent required to expend money, commence take any Action or offer or grant any material accommodation (financial or otherwise) actions contemplated by Section 6.09 with respect to any Third Party in connection with obtaining any Consent Split Contracts) is not obtained prior to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Initial Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier earliest of (1i) the receipt of such Consent and two (2) the first 2)-year anniversary of the Initial Closing Date, Seller Date and Purchaser will put in place any lawful arrangement(ii) with respect to a Purchased Asset that is a Contract, the content expiration of which the term of such Contract in accordance with its current terms (without giving effect to any extension thereof following the Initial Closing) or the execution of a replacement Contract following the Initial Closing by a Purchaser or its Affiliates, then Seller shall be reasonably acceptable cooperate with such Purchaser to Purchaser the extent permitted by Law and Xxxxxx the terms of such Contracts to both (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), intended to x) provide such Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset Assets and (y) cause such Purchaser to assume and bear all Liabilities thereunder from and after the burdens and costs of any such Assumed Liability Initial Closing in accordance with this Agreement (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). In furtherance of the foregoing, the applicable Purchaser will promptly pay, perform or discharge when due any Liability (including any Liability for Taxes) arising thereunder after the Initial Closing; provided that Seller shall pay reasonably cooperate in facilitating such Purchaser’s compliance with the foregoing clause and, to the extent reasonably necessary, making such payments on behalf of such Purchaser (subject to such Purchaser’s written undertaking to promptly upon receipt thereof, all income, proceeds and other monies received by reimburse Seller or its Affiliates with respect to any such Purchased Assets (net of any Assumed Liabilities, Taxes therefor). Notwithstanding anything in this Agreement or any other reasonable out-of-pocket costs imposed upon or incurred by Other Transaction Document to the contrary, neither Seller or nor any of its Affiliates shall be required to (A) pay any consideration in order to obtain any such Consent, (B) commence, defend or participate in any Proceeding in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset foregoing or Assumed Liability (C) offer or grant any accommodation (financial or otherwise) to Purchaser or another Designated Purchaser at no additional cost to Purchaser any third party in accordance with the terms of this Agreementconnection therewith. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, to the extent commercially reasonable, be separated as of the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage Business.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or to assume an Assumed Liability to the extent that a if an attempted sale, assignment, transfer, conveyance, delivery conveyance or assumption thereof (i) would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or Permit by, any third party or Governmental Entity (collectively, “Approvals”), (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or (Bii) be ineffective, void or voidable, in the case of each of clauses (A) and (B) unless and until such Consent Approval is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable efforts to obtain, or cause to be obtainedobtained any Approval (other than Regulatory Approvals, any such Consent which shall be governed by Section 5.1) (“Non-Regulatory Approvals”) required to: (x) to sell, assign, transfer, transfer or convey or deliver (directly or indirectly) any Purchased Asset Asset, or to Purchaser or another Designated Purchaserassume any Assumed Liability, and (y) obtain prior to the unconditional release Closing and, continuing for a period of the Asset Seller Entities and their respective Affiliates so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that one (1) nothing in this Agreement shall obligate or in any way require year following the Asset Seller Entities, Xxxxxx or any of their respective Affiliates Closing Date. If such Approval is not obtained prior to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1x) such time as such Approval or Approvals are obtained and (y) with respect to a Purchased Asset that is a Contract, the receipt expiration of the term of such Consent and (2) Contract in accordance with its current term or the first anniversary execution of the Closing Datea replacement Contract by Purchaser or its Affiliate, then Seller and will implement with Purchaser will put in place any lawful arrangement, the content of which shall be a “passive” nominee arrangement reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), Seller intended to both (x) provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset Assets and (y) cause Purchaser, to the burdens fullest extent practicable, to assume and bear the costs of any or under such Purchased Assets or Assumed Liability Liabilities from and after the Closing in accordance with this Agreement (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to any such Purchased Assets (net In furtherance of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtainedforegoing, Seller will promptly transfer and convey all rights and benefits of such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms of this Agreement. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, to the extent commercially reasonablepermitted, be separated as of the Closingand Purchaser will promptly pay, so that each of Purchaser perform or discharge when due any Liability (other than a Retained Liability) arising thereunder and Seller or their respective Affiliates shall be entitled to the rights and benefits and shall assume the related portion of any such Assumed Liabilities inuring to their respective businesses (with respect to Purchaser, from and the Business after the Closing)Closing Date. The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for Upon obtaining the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separatedrelevant Non-Regulatory Approval, Seller and Purchaser shall, and shall cause each of their respective Affiliates applicable Seller Entity to, use their commercially promptly sell, convey, assign, transfer and deliver to Purchaser such Purchased Asset, and Purchaser shall promptly assume and agree to promptly pay, perform or discharge such Assumed Liability. Seller will, and will cause each Seller Entity to, enforce (at Purchaser’s reasonable efforts to cause, for the period after the Closing direction and for the duration of the then-current term after the Closing (iexpense) the rights and benefits granted to Purchaser under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (iithis Section 2.11(b) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses Business. Notwithstanding anything to the contrary, Seller shall not be enjoyed required to commence litigation against any customer or take any action that would violate any of Seller’s or its Affiliates’ current policies or procedures. (c) All reasonable and documented third party legal and administrative fees, and other similar costs and expenses, payable in connection with obtaining Non-Regulatory Approvals prior to Closing shall be borne fifty percent (50%) by Seller and fifty percent (50%) by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract Purchaser. Notwithstanding anything herein to the extent constituting an Excluded Liability contrary, neither Seller nor Purchaser shall have any obligation under this Agreement or related otherwise to the Excluded Businesses pay any consent, approval or waiver “fee”, discount, rebate or any money or other consideration beyond administrative costs, including a de minimis review charge, to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts any Person or to enforce, at the request (and for the benefit and burden) of Purchaser, initiate any rights of claim or proceeding against any Asset Seller Entity, as applicable, arising from the portion of Person in order to obtain any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage BusinessNon-Regulatory Approvals.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to to, and Seller shall not be required to, sell, assign, transfer, transfer or convey, deliver directly or assume a indirectly, any Purchased Asset or an Assumed Liability to the extent that a any claim or right arising under or resulting from such Purchased Asset if any sale, assignment, transfer, conveyance, delivery transfer or assumption conveyance thereof (ior any attempt to do any of the foregoing) would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or Permit by, any third party or Governmental Entity (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or (Bii) be ineffective, void or voidablevoidable (collectively, in “Approvals” and such Purchased Assets, collectively, the case of each of clauses (A) and (B) “Non-Assignable Assets”), unless and until such Consent Approval is obtained, it being understood that the Parties’ obligations to effect the Transaction and the other transactions contemplated by this Agreement, including Purchaser’s obligation to pay the full Purchase Price at the Closing, are not conditioned upon the receipt of such Approvals, other than the Antitrust Approvals that are conditions to the Closing pursuant to Section 7.1. Notwithstanding the provisions of this Section 2.12(a), from and after the Closing, Purchaser shall be deemed to be the owner of all such Non-Assignable Assets for all applicable Tax purposes, except to the extent otherwise required by applicable Law. (b) If The Parties shall use commercially reasonable efforts, prior to the Closing occurs and for a period of six (i6) months following the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08)Closing, until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent Approval (other than Antitrust Approvals, which shall be governed by Section 2.12(b) (the “Non- Antitrust Approvals”)) required to: (x) to sell, assign, transfer, transfer or convey or deliver (directly or indirectly) any Purchased Non-Assignable Asset and to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective its Affiliates so that Purchaser or another Designated Purchaser and its Affiliates shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in . In connection with obtaining any Consent Approval to sell, assign, transfer or convey any Purchased Asset and (2) costs to obtain subscriptionsNon-Assignable Asset, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall provide such security and assurances as to financial capability, resources and creditworthiness as may be solely responsible for required by any Governmental Entity or reasonably requested by any other Person whose consent or approval is required in connection with such Non-Antitrust Approval. If such Non-Antitrust Approval is not obtained prior to the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, from the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing Closing until the earlier earliest of (1x) the receipt of such Consent and time as such Non- Antitrust Approval is obtained, (2y) the first anniversary of six (6) months following the Closing Date, Seller and Purchaser will put in place any lawful arrangement(z) with respect to a Business Contract, the content earlier of which shall be the expiration of the term of such Business Contract in accordance with its current term or the execution of a replacement Contract by Purchaser or its Affiliate, Seller will cooperate with Purchaser in any arrangement reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), the Parties intended to provide Purchaser, to the fullest extent practicable, the claims, rights, benefits and burdens of any such Non-Assignable Assets. Notwithstanding anything herein to the contrary, as of and from and after the Closing, Purchaser shall be solely responsible for complying with the Transferred Permits (including all reporting obligations) and maintaining the Transferred Permits in full force and effect, and will assume all burdens of, and will promptly pay, perform or discharge when due any Liability (including any liability for Taxes or relating to the Transferred Permits) arising under or with respect to any such Non-Assignable Asset or Assumed Liability after the Closing Date, and indemnify and hold Seller and its Affiliates harmless in connection with the establishment of any such agency type or similar arrangement described above. When the requisite Non-Antitrust Approval is obtained, the applicable Purchased Asset will be deemed to have been (c) Whether or not the Transaction is consummated, Purchaser shall be responsible for all fees and payments (including filing fees and legal and professional fees) to any third party or any Governmental Entity for any Approval, other than the fees of and payments to Seller’s legal and professional advisors. Notwithstanding anything herein to the contrary, neither Seller nor its Affiliates shall have any obligation under this Agreement or otherwise to pay any consent, approval or waiver “fee,” discount, rebate or any money or other consideration or offer or grant any accommodation to any Person or to initiate any claim or Action against any Person to obtain any Non-Antitrust Approval. Neither Seller nor its Affiliates shall be required to commence litigation against any customer, licensor or other Contract counterparty or take any action that would violate any of Seller’s or its Affiliate’s current policies or procedures or reasonably be expected to have an adverse effect on Seller’s or its Affiliates’ business relationships. (d) Neither Seller nor any of its Affiliates shall have any Liability whatsoever to Purchaser arising out of or relating to the failure to obtain any Approvals that may be required in connection with the Transaction and the other transactions contemplated by this Agreement or because of the termination of any Contract as a result thereof. Purchaser acknowledges that no representation, warranty, covenant or agreement of Seller contained herein shall be breached or deemed breached solely as a result of (i) the failure to obtain any Approval, (ii) any such termination of a Contract or (iii) any Action commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Approval or any such termination. (e) Any applicable Shared Contract shall be assigned, transferred and conveyed to Purchaser (or split or novated and in connection therewith assigned, transferred and conveyed to Purchaser) only with respect to (and preserving the meaning of) those parts that are exclusively related to the Business, if so assignable, transferable or conveyable, or appropriately amended or relevant portions novated prior to, on or after the Closing, so that Purchaser shall be entitled to the rights and benefits of those parts of the applicable Shared Contract to the extent related to the Business and Purchaser shall assume all burdens thereof and the related portion of any Liabilities, and the provisions of Section 2.12(a) and Section 2.12(c) shall apply to such Shared Contract, mutatis mutandis. In furtherance of the foregoing, Purchaser will promptly pay, perform or discharge when due any Liability (including any liability for Taxes) arising thereunder or with respect thereto at any time (to the extent related to the Business) after the Closing, and hold Seller and its Affiliates harmless in connection with the establishment of any such agency type or similar arrangement described above. (f) From and after the Closing, for so long as Seller holds any Purchased Assets or is a party to any Shared Contracts and provide Purchaser any claims, rights and benefits of any such Purchased Asset or Shared Contracts pursuant to an arrangement described in Section 2.6(a), Section 2.6(b) or Section 2.12(e), Purchaser shall indemnify, defend and hold Seller and its Affiliates harmless from and against all Covered Losses incurred or asserted as a result of Seller’s or its Affiliate’s or their respective Affiliates’ post-Closing direct or indirect ownership, (g) Without limiting any of the foregoing and the burdens and costs for the avoidance of doubt, the transfer or assignment to Purchaser of any such Assumed Liability (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to any such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms any part of this Agreement. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, to the extent commercially reasonable, be separated as of the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to shall require a Non-Antitrust Approval as described above in this Section 2.12 shall be conditioned upon the applicable Designated Purchaser to the extent receipt of such rights are related to the Triage Business.Non-Antitrust Approval ARTICLE III

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, convey or deliver or assume a any Purchased Asset or an Assumed Liability to the extent that if a sale, assignment, transfer, conveyance, conveyance or delivery or assumption thereof (i) would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any third party or Governmental Entity (collectively, “Approvals”), (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or thereof, (Bii) be ineffective, void or voidable, or (iii) adversely affect, in any material respect, the case rights thereunder of each NanoString, its Subsidiaries, Veracyte, or any of clauses (A) and (B) their respective officers, directors, agents or affiliates, unless and until such Consent Approval is obtainedobtained (any such asset for which Approval is not obtained prior to Closing, a “Non-Transferable Asset”). (b) If the Closing occurs NanoString shall, and shall cause its controlled affiliates to, use commercially reasonable efforts to (i) obtain or cause to be obtained, any Approval (other than regulatory Approvals governed by Section 5.1) required to sell, assign, transfer, convey or deliver the circumstances described in Section 2.04(aPurchased Assets to Veracyte or its designated Subsidiary at the Closing (collectively, “Non-Regulatory Approvals”) exist or and (ii) any Consent of a Governmental Authority that is required assist Veracyte in entering into replacement Contracts with respect to permit a Designated Purchaser to place the Business Products distributor relationships set forth on Schedule 2.10(b) hereto (the market in a particular jurisdiction under a Registration included within such replacement Contracts, the Purchased Assets has not then been obtained “Replacement Distributor Contracts” and such jurisdiction is not a Deferred Asset Jurisdiction (which are replaced Contracts, the subject of Section 2.08“Replaced Distributor Contracts”), and Veracyte shall provide reasonable cooperation to NanoString and its affiliates in connection therewith. If such Non-Regulatory Approval or Replacement Distributor Contract are not obtained in connection with the Closing, then such Non-Transferable Asset shall not be sold, assigned or delivered in connection with the Closing, and until the earlier earliest of (x) such time as such Consent Non-Regulatory Approval is obtained and the first anniversary of or such Replacement Distributor Contract is entered into, (y) [†] following the Closing DateDate and (z) with respect to a Non-Transferrable Asset that is a Contract, the execution of a replacement Contract by Veracyte or its Subsidiary (A) Seller the “Transition Period”), NanoString shall, and Purchaser shall cause its controlled affiliates to, use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent required to: Non-Regulatory Approval and assist Veracyte in entering into Replacement Distributor Contract, and Veracyte shall provide reasonable cooperation to NanoString and its affiliates in connection therewith. During the Transition Period until the earlier of (x) sellsuch time as such Non-Regulatory Approval is obtained or such Replacement Distributor Contract is entered into, assign, transfer, convey or deliver (directly or indirectly) any Purchased Asset to Purchaser or another Designated Purchaser, and (y) obtain [†] following the unconditional release of the Asset Seller Entities and their respective Affiliates so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset Closing Date and (2z) costs with respect to obtain subscriptionsa Non-Transferrable Asset that is a Contract, software as the execution of a service replacement Contract by Veracyte or software or information technology licenses shall not be deemed a cost to obtain Consentits Subsidiary, NanoString shall, and Purchaser shall be solely responsible for cause its controlled affiliates to, use commercially reasonable efforts to cooperate with Veracyte to put in place any arrangement reasonably acceptable to Veracyte and NanoString that is intended to both (A) provide Veracyte or its designated Subsidiary, to the cost fullest extent reasonably practicable and permissible by applicable Law, the claims, rights, remedies and benefits of any such subscriptions, software as a service Non-Transferable Asset or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii)Replacement Distributor Contract, and (B) pending such Consent to the extent of the benefits received by Veracyte, cause Veracyte, subject to applicable Law, to assume and continuing until be responsible for, and pay, perform and discharge when due, all liabilities and obligations of NanoString with respect to the earlier Non-Transferable Asset, from and after the Closing in accordance with this Agreement (including (in the case of clauses (1A) the receipt of such Consent and (2B)) by means of any subcontracting, sublicensing or subleasing arrangement). Upon obtaining the first relevant Non-Regulatory Approval, NanoString hereby assigns, and shall, and shall cause each of its applicable Subsidiaries to, promptly sell, convey, assign, transfer and deliver to Veracyte or its designated Subsidiary such Non-Transferable Asset for no additional consideration (other than assumption of any related Assumed Liabilities with respect thereto), and Veracyte shall promptly assume such related Assumed Liability. Upon Veracyte entering into a Replacement Distributor Contract, NanoString shall promptly (and in no event later than [†] after the applicable Replacement Distributor Contract is entered into) wind down any Contract (or portion of a Contract) that Veracyte has replaced with such Replacement Distributor Contract (the “Replaced Distributor Relationship”). (c) NanoString shall be entitled to terminate, or cause its applicable Subsidiary to terminate, any Contract that is a Non-Transferable Asset upon [†] notice to Veracyte at any time after the [†] anniversary of the Closing Date, Seller . (d) All reasonable costs agreed and Purchaser will put payable by NanoString or its Affiliates in place any lawful arrangement, the content of which connection with obtaining Non-Regulatory Approvals under Section 2.10(b) shall be reasonably acceptable borne by NanoString (provided that Veracyte shall bear all costs of its cooperation thereunder). Notwithstanding anything herein to Purchaser and Xxxxxx (with the contrary, neither NanoString nor Veracyte shall have any appropriate obligation under this Agreement or otherwise to pay any consent, approval or waiver “firewalls” fee”, discount, rebate or similar procedures required under applicable Competition Laws), intended to provide Purchaserany money or other consideration beyond administrative costs or immaterial review charges, to any Person in order to obtain any Non-Regulatory Approvals, unless Veracyte requests and reimburses NanoString for such payment. (e) During the fullest extent practicableTransition Period, the for so long as NanoString and its Subsidiaries hold any Non-Transferable Asset and provide Veracyte or any of its affiliates any claims, rights and benefits of any such Purchased Asset and the burdens and costs of any such Assumed Liability (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to any such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable outNon-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Transferable Asset or Assumed Liability Replaced Distributor Contract pursuant to Purchaser or another Designated Purchaser at no additional cost to Purchaser an arrangement described in accordance with the terms of this Agreement. Section 2.10(b) (c) Without limiting the provisions of Section 2.04(a) and 2.04(bif any), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, to the extent commercially reasonable, be separated as of the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) NanoString and its Subsidiaries shall hold and operate such Non-Transferable Assets or Replaced Distributor Contract in a mutually agreeable manner consistent in all material respects with the rights manner in which NanoString and benefits its Subsidiaries hold and operate their other assets and operate under each Shared Contract their other Contracts, subject to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability reasonable instructions of Veracyte and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser its Affiliates to the extent such rights are instructions related to a Non-Transferable Asset or a Replaced Distributor Contract and (ii) Veracyte shall indemnify and hold NanoString, its applicable Subsidiaries and their respective Affiliates harmless from and against all Covered Losses incurred or asserted as a result of NanoString’s or any such affiliate’s or their respective affiliate’s post-Closing direct or indirect ownership, management or operation of any such Non-Transferable Assets or Replaced Distributor Contract (only to the extent such Covered Losses related to the Triage BusinessPurchased Assets or are Assumed Liabilities hereunder).

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, assign or deliver or assume a any Purchased Asset or if an Assumed Liability to the extent that a attempted sale, assignment, transfer, conveyance, assignment or delivery or assumption thereof (i) would be prohibited by applicable Law or (ii) would, without the Consent by of any relevant Third Partythird party, (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business thereof, or (Bii) be ineffective, void or voidable, in the case of each of clauses (A) and (B) unless and until such Consent is obtained. (b) If the Closing occurs The Parties shall cooperate in good faith and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable best efforts to obtain, or cause to be obtained, any such (i) Consent (other than Consents of Governmental Authorities under Regulatory Laws, which shall be governed by Section 5.4) required to: (x) to sell, assign, transfer, convey convey, assign or deliver (directly or indirectly) any Purchased Contract or other Purchased Asset to Purchaser or another Designated Purchaser, and (yii) Transferred Permit and to obtain the unconditional release of the Asset Seller Entities and their respective Affiliates Seller, so that the Purchaser or another Designated Purchaser shall will be solely responsible for the Assumed Liabilities; provided, provided that neither the Purchaser nor the Seller shall be required to pay any amount or provide any other consideration to any Person from whom any such Consent is required (1other than in the case of items 5 and 6 of Section 2.1(d)(viii) nothing in this Agreement shall obligate or in any way require of the Asset Seller Entities, Xxxxxx Disclosure Schedule or any Transferred Permit, customary and reasonable filings or other similar fees and reasonable deposits or other forms of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation credit support). In furtherance of the Triage Business foregoing, the Purchaser agrees to provide such assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority to the extent necessary to facilitate the issuance or ownership transfer of a Permit to the Purchased Assets following Purchaser. If such Consent or Transferred Permit is not obtained prior to the Closing, including those included withinthen, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt of such time such Consent and or Transferred Permit is obtained or twelve (212) the first anniversary of months after the Closing Date, the Seller and shall cooperate with the Purchaser will put in place any lawful arrangement, the content of which shall be arrangement reasonably acceptable to the Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), the Seller intended to (A) provide the Purchaser, to the fullest extent reasonably practicable, the economic and other claims, rights and benefits of any such Purchased Assets and (B) cause the Purchaser to bear all costs and Liabilities thereunder from and after the Closing Date in accordance with this Agreement. (c) For such time from and after the Closing as the Seller holds any Purchased Assets and provides the Purchaser any claims, rights and benefits of any such Purchased Asset pursuant to an arrangement described above in this Section 2.8, the Purchaser shall indemnify and hold the burdens Seller harmless from and costs against any and all Losses incurred or asserted as a result of any such Assumed Liability (including by means the Seller’s post-Closing direct or indirect ownership, management or operation of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to any such Purchased Assets in the ordinary course of business consistent with past practice (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms of this Agreement. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or conveyed in accordance with Section 2.01(a) shall, only to the extent commercially reasonable, be separated as of the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled such Losses relate to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the ClosingBusiness). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage Business.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or any assumption of Assumed Liabilities relating to such Purchased Asset if an Assumed Liability to the extent that a attempted sale, assignment, transfer, conveyance, delivery conveyance or assumption thereof (i) in connection with the Transaction or the other transactions contemplated by this Agreement would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, Filing with, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any third party or Governmental Entity (collectively, “Approvals”), (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or in respect thereof, (Bii) be ineffective, void or voidable, in or (iii) adversely affect the case rights thereunder of each Purchaser or any of clauses its officers, directors, agents or Affiliates (A) and (B) unless waived by Purchaser), unless and until such Consent Approval is obtained, it being understood that the Parties’ obligations to effect the Transaction and the other transactions contemplated by this Agreement, including Purchaser’s obligation to pay the Closing Purchase Price (and any adjustments thereto in accordance with this Agreement) are not conditioned upon the receipt of such Approvals, other than the Regulatory Approvals that are conditions to the Closing pursuant to Section 8.1(a). (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall, and shall use cause their respective Affiliates to, use commercially reasonable efforts to obtain, or cause to be obtained, prior to the Closing or as promptly as practicable thereafter and at no cost to Seller or Purchaser or any such Consent of their Affiliates, any Approval (other than Regulatory Approvals, which shall be governed by Section 5.1) required to: (x) to sell, assign, transfer, convey assign or deliver (directly transfer any Specified Business Contract or indirectly) any other material Purchased Asset (including to Purchaser assign or another Designated Purchaser, transfer any Shared Contract pursuant to Section 2.11(c)) and (y) obtain the unconditional release of the Asset Seller Entities and their respective its Affiliates so that Purchaser or another Designated Purchaser and its Affiliates shall be solely responsible for the Assumed Liabilities; provided. If any such Approval is not obtained prior to Closing (or if such Approval is denied by the applicable third party or Governmental Entity prior to or after the Closing), that from the Closing until the earliest of (1i) nothing in this Agreement shall obligate such time as such Approval is obtained, (ii) twenty-four (24) months following the Closing Date and (iii) with respect to a Specified Business Contract, the earlier of the expiration of the term of such Specified Business Contract or in any way require the Asset execution of a replacement Contract by Purchaser or its Affiliate, the Parties will cooperate and use commercially reasonable efforts to implement, at no cost to Seller Entities, Xxxxxx or Purchaser or any of their respective Affiliates to expend moneyAffiliates, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent and (2) the first anniversary of the Closing Date, Seller and Purchaser will put in place any lawful arrangement, the content of which shall be arrangement reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), Seller intended to both (A) provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any the applicable Purchased Asset and (B) cause Purchaser to bear, from and after the Closing, all costs and burdens of such Purchased Asset and to the burdens and costs of any such extent constituting Assumed Liability Liabilities (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay When the requisite Approval is obtained, the applicable Purchased Asset will be deemed to have been automatically assigned and transferred to Purchaser promptly upon receipt thereof, all income, proceeds on the terms set forth in this Agreement for no additional consideration and other monies received by Seller or its Affiliates with respect to any such Purchased Assets (net without the requirement of any Assumed Liabilitiesfurther action by any Person, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred as of the Closing, except to the extent that the date of such Approval is deemed by applicable Law to have occurred on another date, in which case, as of such date. (c) Any Contract entered into prior to the Closing with a third party to which Seller or any of its Affiliates in connection Subsidiaries is a party that does not exclusively relate to the Business (and is not otherwise set forth on Section 2.4(a)(i) of the Seller Disclosure Schedules) but relates to both the Business and the Retained Businesses, other than any enterprise-wide Contracts, Contracts with the arrangements contemplated by this Section 2.04(b)). Once respect to off-the-shelf software and Contracts with any Taxing Authority (each, a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of “Shared Contract”) shall constitute a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms of this Agreement. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Contract to be assigned, transferred or and conveyed in accordance subject to the terms and conditions of this Agreement (including the other provisions of this Section 2.11) only with Section 2.01(arespect to (and preserving the meaning of) shallthose parts that relate to the Business, to the extent commercially reasonableeither Purchaser or its applicable Affiliate, be separated as of if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits of those parts of the Shared Contract that relate to the Business and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to PurchaserAssumed Liabilities; provided, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided however, that (Ai) Purchaser in no event shall any Person be solely responsible for the costs of required to assign (in whole or in part) or amend any subscriptionsShared Contract that is not so assignable (or cannot be amended) by its terms without obtaining one or more Approvals, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (Bii) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If if any Shared Contract cannot be so separatedpartially assigned by its terms or otherwise, Seller or cannot be amended, without such Approval or Approvals, until the earlier of (A) such time as such Approval or Approvals are obtained, (B) twenty-four (24) months following the Closing Date or (C) the earlier of the expiration of the term of such Shared Contract or the execution of a replacement Contract by Purchaser or its Affiliate, the Parties will cooperate and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to causeimplement, for at no cost to Seller or Purchaser or any of their Affiliates, any arrangement reasonably acceptable to Seller and Purchaser intended to both (1) provide Purchaser, to the period after fullest extent practicable, the Closing and for the duration of the then-current term after the Closing (i) the claims, rights and benefits under each of those parts of the applicable Shared Contract that relate to the extent relating Business and (2) cause Purchaser to bear, from and after the Triage Business to be enjoyed by the applicable Designated PurchaserClosing, (ii) the Liabilities under each all costs and burdens of such Shared Contract to the extent constituting an Assumed Liability and relating Liabilities (including by means of any subcontracting, sublicensing or subleasing arrangement). (d) Notwithstanding anything in this Agreement to the Triage Business contrary, any transfer or assignment to Purchaser of any Purchased Asset or any part of a Shared Contract that shall require an Approval as described above in this Section 2.11 shall be borne made subject to such Approval being obtained, and neither Seller, Purchaser nor any of their Affiliates shall be required to agree to any arrangement or take any action in connection with the matters contemplated by this Section 2.11 that would (w) constitute a breach or other contravention in respect of any Purchased Assets or Shared Contract, (x) be ineffective, void or voidable, (y) adversely affect the applicable Designated rights thereunder of Purchaser, Seller, the Seller Entities or any of their respective officers, directors, agents or Affiliates, or (iiiz) require Purchaser, Seller or any of their respective Affiliates to pay or commit to pay any amount or incur any obligation in favor of or offer or grant any accommodation (financial or otherwise, regardless of any provision to the rights contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees). (e) If any Specified Business Contract, including any Shared Contract, contains a license or sublicense of Licensed Business Intellectual Property and benefits under is not assigned to Purchaser or one of its Affiliates effective as of the Closing (each Shared Contract such Specified Business Contract, a “Retained IP License”) due to the absence of any required Approval, Seller and its Affiliates shall grant, as promptly as practicable following the Closing, and to the extent related permissible under (and subject to the Excluded Businesses to be enjoyed by terms and conditions of) the applicable Asset Seller EntityRetained IP License, to Purchaser and (iv) the Liabilities under each Shared Contract its Affiliates, a perpetual, irrevocable, fully paid-up, assignable, worldwide, non-exclusive right and sublicense to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract Business Intellectual Property that is not assigned or transferred to the applicable Designated Purchaser to the extent subject of such rights are related to the Triage BusinessRetained IP License.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or an Assumed Liability to the extent that a if an attempted sale, assignment, transfer, conveyance, delivery transfer or assumption conveyance thereof (i) would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any third party or Governmental Entity (collectively, “Approvals” and such assets, collectively, the “Non-Assignable Assets”), (Ai) constitute a breach or other contravention thereof thereof, or result in any acceleration of obligations of any Contract related to Seller Entities or the Triage Business exercise of rights or remedies by any counterparty, including rights of recapture or termination (including in the case of any request for approval or consent, in which case no such request shall be made without the agreement of the Parties), or (Bii) be ineffective, void or voidablevoidable or materially and adversely affect the rights thereunder of the Seller Entities, the Purchased Companies, Purchaser, or any of their respective Affiliates. It is understood and agreed that the obtainment of any Non-Regulatory Approvals (as defined below) is not a condition to the Closing and that, in the case absence of each such Non-Regulatory Approvals, the Closing shall proceed in accordance with this Agreement and Purchaser shall pay the full Closing Purchase Price at the Closing without the sale, assignment, conveyance, transfer or delivery of clauses (A) and (B) unless and until such Consent is obtainedany resulting Non-Assignable Assets. (b) If Prior to the Closing occurs and continuing for a period of eighteen (i18) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained months from and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of after the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable best efforts to provide any notices and to obtain, or cause to be obtained, any such Consent Approval (other than Regulatory Approvals, which shall be governed by Section 5.1) (collectively, the “Non-Regulatory Approvals”) required to: (x) to sell, assign, transfer, convey assign or deliver (directly or indirectly) transfer any Purchased Asset and to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of Seller and its Affiliates from all obligations contemplated by Section 2.11(c). If any Non-Assignable Asset cannot or, pursuant to this Section 2.11, is not required to, be assigned, transferred or conveyed at Closing, until the earliest of (i) such time as such applicable Approval or Approvals are obtained, (ii) such time as such Approval or Approvals have been denied in writing, (iii) eighteen (18) months after the Closing Date and (iv) with respect to a Purchased Asset Seller Entities and their respective Affiliates so that is a Contract, the expiration of the term of such Contract in accordance with its current term or the execution of a replacement Contract following the Closing by Purchaser or another Designated its Affiliate, then Seller shall cooperate with Purchaser shall be solely responsible for to the Assumed Liabilities; providedextent permitted by such Contract and applicable Law, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent and (2) the first anniversary of the Closing Date, Seller and Purchaser will put in place any lawful arrangement, the content of which shall be arrangement reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), Seller intended to both (x) provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset Non-Assignable Assets and (y) cause Purchaser to assume and bear all Assumed Liabilities under such Non-Assignable Assets from and after the burdens and costs of any such Assumed Liability Closing in accordance with this Agreement (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall promptly pay (or cause to be paid) to Purchaser promptly upon receipt thereof, when received all income, proceeds and other monies received by Seller or its Affiliates with respect to any such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased under any Non-Assignable Asset or Assumed Liability any claim or right or any benefit arising thereunder, except to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms of this Agreementextent the same represents an Excluded Asset. (c) Without limiting Notwithstanding anything herein to the provisions contrary, neither Seller nor Purchaser shall have any obligation under this Agreement or otherwise to pay any consent, approval or waiver “fee,” discount, rebate or any money or other consideration beyond administrative costs and its attorney’s fees to any Person, agree to any modification or amendment of Section 2.04(aor any concession to any counterparty to any Contract, or to initiate any claim or Proceeding against any Person in order to obtain any Non-Regulatory Approvals. (d) and 2.04(b), any Shared Any Contract to which Seller or any of its Affiliates is a party that is not exclusively related to the Business and that relates to both the Business and any Other Seller Business (each, a “Shared Contract”) shall be (x) assigned, transferred or and conveyed in accordance only with Section 2.01(arespect to (and preserving the meaning of) shallthose portions that relate exclusively to the Business, to either a Purchased Company or Purchaser or one of its Affiliates, if so assignable, transferable or conveyable, or (y) appropriately amended prior to, on or after the extent commercially reasonableClosing (and, if necessary or deemed reasonably advisable by Seller or Purchaser, new Contracts with respect thereto shall be separated as of the Closingexecuted), so that each the applicable Purchased Company, Purchaser or one of Purchaser and Seller or their respective its Affiliates shall be entitled to the rights and benefits benefit of those parts of the Shared Contract that relate exclusively to the Business and shall assume the related portion of any Assumed Liabilities inuring to their respective businesses contemplated by this Agreement. Unless otherwise agreed by Purchaser (with respect to Purchaser, from in its sole discretion) such amendments and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation new Contracts shall be borne equally by Seller and Purchaser; provided that on pricing terms not materially less favorable (Aindividually or in the aggregate) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of terms applicable to the Triage Business or ownership of under the Purchased Assets following Closing. If any associated Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates tootherwise be on terms and conditions not materially less favorable (individually or in the aggregate) to Purchaser than the terms and conditions applicable to the Business under the associated Shared Contract. Notwithstanding the foregoing, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract in no event shall any Person be required to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaserassign (or amend), (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchasereither in its entirety or in part, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is a Non-Assignable Asset and (ii) if any Shared Contract is a Non-Assignable Asset and cannot be so partially assigned (or transferred amended) at Closing, until the earliest of (A) such time as the applicable Approval is obtained or denied in writing, (B) eighteen (18) months after the Closing Date and (C) the expiration of the term of such Shared Contract in accordance with its current term or the execution of a replacement Contract following the Closing by Purchaser or its Affiliate, then Seller will cooperate with Purchaser to establish an agency type or other similar arrangement reasonably satisfactory to Seller and Purchaser intended to both (x) provide Purchaser, to the applicable Designated fullest extent practicable under such Shared Contract, the claims, rights and benefits of those portions that relate exclusively to the Business and (y) cause Purchaser to bear all Assumed Liabilities thereunder from and after the Closing in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement). Seller shall promptly pay (or cause to be paid) to Purchaser when received all monies received by Seller or any of its Affiliates under any Shared Contract that is a Non-Assignable Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. (e) For so long as the Seller Entities hold any Purchased Assets or are parties to any Shared Contracts and provide Purchaser any claims, rights and benefits of any such rights are related Purchased Asset or Shared Contract pursuant to an arrangement described in Section 2.11(b) or Section 2.11(d), Purchaser shall indemnify and hold harmless Seller, such Seller Entities and their respective Affiliates from and against all Losses incurred or asserted as a result of Seller’s or any such Affiliate’s or their respective Affiliate’s post-Closing direct or indirect ownership, management or operation of any such Purchased Assets or Shared Contracts (only to the Triage Businessextent that such Losses relate to the Business and are with respect to Assumed Liabilities). Notwithstanding anything contained herein to the contrary, any transfer or assignment to Purchaser of any Purchased Asset or any part of a Shared Contract that shall require an Approval as described above in this Section 2.11 shall be made subject to such Approval being obtained.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall does not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or if an Assumed Liability to the extent that a attempted sale, assignment, transfer, conveyance, delivery transfer or assumption thereof (i) conveyance of the Purchased Asset would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any third party or Governmental Entity (Acollectively, “Approvals” and such Purchased Assets, collectively, the “Non-Assignable Assets”) (i) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or thereof; (Bii) be ineffective, void or voidable; or (iii) adversely affect, in any respect, the case rights thereunder of each the Seller Entities, the Purchased Entities, Purchaser or any of clauses (A) and (B) their respective officers, directors, agents or Affiliates, unless and until such Consent Approval is obtained; it being understood that the Parties’ obligations to effect the Transaction and the other transactions contemplated by this Agreement are not conditioned upon the receipt of such Approvals, other than the Antitrust Approvals specified in Section 7.1(a). (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser (and any Purchaser Designee) shall, and shall use cause their respective Subsidiaries to, use commercially reasonable efforts efforts, prior to the Closing and for a period of one (1) year following the Closing, to obtain, or cause to be obtained, any such Consent Approval (other than Antitrust Approvals, which will be governed by Section 5.1) (the “Non-Antitrust Approvals”) required to: (x) to sell, assign, transfer, transfer or convey or deliver (directly or indirectly) any Purchased Non-Assignable Asset to Purchaser and/or to one or another Designated Purchasermore of the Purchaser Designees (if applicable) at the Closing, and (y) to obtain the unconditional release of the Asset Seller Entities and their respective its Affiliates so that that, from and after the Closing, Purchaser or another Designated Purchaser and its Subsidiaries shall be solely responsible for the Assumed Liabilities; provided. If such Non-Antitrust Approval is not obtained prior to the Closing, that then, until the earliest of (w) such time as such Non-Antitrust Approval is obtained, (x) one (1) nothing in this Agreement shall obligate or in any way require year following the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation Closing Date (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible except for the cost of any such subscriptionsitems identified in the following clause (z)), software as (y) with respect to a service or software or information technology licenses for Business Contract, the operation earlier of the Triage Business or ownership expiration of the Purchased Assets following Closing, including those included within, term of such Business Contract in accordance with its current term or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii)execution of a replacement Contract by Purchaser or one of its Affiliates, and (Bz) pending such Consent and continuing until the earlier of with respect to any Transferred Owned Real Property or Transferred Leased Real Property in Israel, ten (110) the receipt of such Consent and (2) the first anniversary of years following the Closing Date, Seller shall, and shall cause its controlled Affiliates to, at no out-of-pocket cost to Seller or its Affiliates (other than de minimis administrative charges), reasonably cooperate with Purchaser will to put in place any lawful arrangement, the content of which shall be reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), a reasonable arrangement that is intended to both (A) provide PurchaserPurchaser and/or (if applicable) one or more of the Purchaser Designees, to the fullest extent practicablepracticable and permissible, the claims, rights rights, remedies and benefits of any such Purchased Asset Non-Assignable Assets and the burdens (B) cause Purchaser to assume and costs bear all costs, obligations and Liabilities (other than any Retained Liability and other than Taxes) thereunder, and bear all net incremental Taxes imposed in respect of any such Assumed Liability Non-Assignable Assets operated in accordance with the requirement of Section 2.10(f) for any Post-Closing Period in accordance with this Agreement (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay to In furtherance of the foregoing, from and after the Closing, Purchaser promptly upon receipt thereofwill timely pay, all incomesatisfy, proceeds perform and discharge when due any Liability (other than any Retained Liability and other monies received by Seller or its Affiliates with than Taxes) arising thereunder, any net incremental Taxes imposed in respect to of any such Purchased Non-Assignable Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser operated in accordance with the terms requirement of Section 2.10(f) for any Post-Closing Period and shall be responsible for all Assumed Liabilities relating thereto in accordance with this Agreement. Upon obtaining the relevant Approval, Seller shall, and shall cause each other applicable Seller Entity to, promptly sell, convey, assign, transfer and deliver to Purchaser and/or (if applicable) one or more of the Purchaser Designees such Purchased Asset for no additional consideration. (c) Without limiting Whether or not the Transaction is consummated, Purchaser shall be responsible for all filing fees to any Governmental Entity for any Approval. Neither Seller nor Purchaser shall have any obligation under this Agreement or otherwise to pay any consent, approval or waiver “fee,” discount, rebate or any money or other consideration, or offer or grant any accommodation to any Person (other than de minimis administrative costs or review charges) to obtain any Non-Antitrust Approval or be required to commence litigation against any customer, licensor or other Contract counterparty or take any action that would reasonably be expected to have a material and adverse effect on Seller’s, Purchaser’s, any Purchased Entity’s, or any of their respective Affiliates’ business relationships. (d) Neither Seller nor any of its Affiliates shall have any Liability whatsoever to Purchaser arising out of or relating to the failure to obtain any Approvals that may be required in connection with the Transaction and the other transactions contemplated by this Agreement or because of the termination of any Contract as a result thereof (except to the extent arising out of or relating to Seller’s failure to perform or comply with any of its covenants contained in this Agreement, subject to the provisions of Section 2.04(athis Agreement). Purchaser acknowledges that no representation, warranty, covenant or agreement of Seller contained in this Agreement shall be breached or deemed breached solely as a result of (i) the failure to obtain any Approval, (ii) any such termination of a Contract or (iii) any Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Approval or any such termination, in each case, in and 2.04(b), any of itself. (e) Any Shared Contract to shall be assigned, transferred or and conveyed in accordance only with Section 2.01(a) shall, respect to those portions to the extent commercially reasonablerelated to the Business, be separated as of to either a Purchased Entity or Purchaser, if so assignable, transferable or conveyable, or appropriately amended prior to, on or after the Closing, so that each of Purchaser and Seller or their respective Affiliates shall will be entitled to those portions of the rights and benefits Shared Contract that relate to the Business and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally contemplated by Seller and Purchaserthis Agreement; provided that (Ai) Purchaser in no event shall any Person be solely responsible for the costs of required to assign (or amend), either in its entirety or in part, any subscriptionsShared Contract that is not assignable (or cannot be amended) by its terms without obtaining one or more Approvals, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closingunless and until such Approvals are obtained, and (Bii) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If if any Shared Contract cannot be so separatedassigned by its terms or otherwise, or cannot be amended, without such Approval or Approvals then, as from the Closing until the earliest of (A) such time as such Approval or Approvals are obtained, (B) the expiration of such Shared Contract in accordance with its terms or (C) two (2) years following the Closing, Seller will, at no out-of-pocket cost to Seller or its Affiliates (other than de minimis administrative costs), reasonably cooperate with Purchaser to establish an agency or other similar arrangement reasonably satisfactory to Seller and Purchaser shallintended to both (x) provide Purchaser, to the fullest extent practicable under such Shared Contract, the claims, rights and shall benefits of those parts of such Shared Contract that relate to the Business and (y) cause each Purchaser to bear all costs, net incremental Taxes imposed in respect of their respective Affiliates toany such Shared Contracts operated under in accordance with the requirement of Section 2.10(f) in respect thereof for any Post-Closing Period and Liabilities (other than Taxes), use their commercially reasonable efforts of those parts that relate to cause, for the period Business from and after the Closing and for the duration in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement). In furtherance of the thenforegoing, Purchaser will timely pay, perform or discharge when due any Liability (other than Tax) or net incremental Tax imposed in respect of any such Shared Contracts operated under in accordance with the requirement of Section 2.10(f) imposed in respect thereof for any Post-current term after the Closing Period, arising thereunder (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses Business) after the Closing. Notwithstanding anything in this Agreement to the contrary, neither Seller nor any of its Affiliates shall be required to assign, transfer or convey all or any portion of a Shared Contract that would (1) constitute a breach of such Shared Contract, (2) be ineffective, void or voidable, (3) adversely affect, in any material respect, the rights thereunder of the Seller Entities, the Purchased Entities or any of their respective officers, directors, agents or Affiliates, or (4) require Seller or any of its Affiliates to pay any amount or incur any obligation (other than de minimis administrative charges) in favor of or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of guarantees) to any Person. (f) From and after the Closing, for so long as the Seller Entities hold any Purchased Assets or are parties to any Shared Contracts and provide Purchaser or any of its Affiliates any claims, rights and benefits (and Purchaser bears all costs, obligations, net incremental Taxes imposed in respect of any such Shared Contracts or Purchased Assets operated in accordance with the requirement of this Section 2.10(f) and Liabilities (other than any Retained Liability or Taxes) thereunder) of any such Purchased Asset or Shared Contract pursuant to an arrangement described in Section 2.10(b) or Section 2.10(e), Seller and the other Seller Entities shall hold and operate such Purchased Assets and operate under such Shared Contracts in a manner consistent in all material respects with the manner in which Seller and the other Seller Entities hold and operate their other assets and operate under their other Contracts, subject to the instructions of the Purchaser and its Affiliates in accordance therewith and herewith. Notwithstanding anything contained in this Agreement to the contrary, the transfer or assignment to Purchaser of any Purchased Asset or any part of a Shared Contract that requires a Non-Antitrust Approval as described above in this Section 2.10 will be conditioned upon the obtainment of such Non-Antitrust Approval. (g) Without limiting this Section 2.10, notwithstanding the fact that any Approval is not obtained prior to the Closing, each of the assets described in Section 2.4 shall be deemed to Purchased Assets under this Agreement and each of the Liabilities described in Section 2.6 shall be deemed to be enjoyed by Assumed Liabilities under this Agreement, including in each case for purposes of the applicable Asset calculation of Working Capital. (h) In the event that (i) notwithstanding the efforts of Purchaser and Seller Entityin accordance with this Agreement, the counterparty to any Contract specified on Section 2.10(h) of the Seller Disclosure Schedule has not provided the Approvals required under such Contract in order to avoid the consequences described in any of Section 2.10(a)(i)-(iii), or, in the case of Item #2 of Section 2.10(h) of the Seller Disclosure Schedules, to avoid the consequence described in such Item, and (ivii) Purchaser determines in good faith and in consultation with Seller to pay a fee (or, with respect to the Liabilities under Contract on Item #3 of Section 2.10(h) of the Seller Disclosure Schedules, to instruct Seller to pay the fee) to such counterparty solely as consideration to obtain such Approvals (and, for the avoidance of doubt, not any prepayment for any future benefit) (any such fees, “Specified Consent Fees”), Purchaser and Seller shall each Shared Contract bear 50% of such Specified Consent Fees; provided, that from and after the time that the amount of such Specified Consent Fees so paid in respect of all such Contracts, in the aggregate, exceeds $5 million (i.e., when Purchaser has borne $2.5 million of such Specified Consent Fees and Seller has borne $2.5 million of such Specified Consent Fees) (the “Specified Consent Fee Cap”), Purchaser shall be required to bear 100% of any additional Specified Consent Fees in excess of the Specified Consent Fee Cap, and Seller shall not have any responsibility therefor to the extent constituting an Excluded Liability or related in excess of the Specified Consent Fee Cap; provided, further, that Seller shall not in any event have any responsibility in respect of any Specified Consent Fees paid prior to the Excluded Businesses to be borne by Closing or after the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract date that is not assigned or transferred to 6 months after the applicable Designated Purchaser to the extent such rights are related to the Triage BusinessClosing.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or if an Assumed Liability to the extent that a attempted sale, assignment, transfer, conveyance, delivery transfer or assumption conveyance thereof (i) in connection with the Transaction or the other transactions contemplated by this Agreement would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, Filing with, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any third party or Governmental Entity (collectively, “Approvals”), (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or in respect thereof, (Bii) be ineffective, void or voidable, in or (iii) adversely affect the case rights thereunder of each the Seller Entities, Purchaser, or any of clauses (A) and (B) their respective officers, directors, agents or Affiliates, unless and until such Consent Approval is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall, and shall use cause their respective Affiliates to, use commercially reasonable efforts to obtainobtain promptly, or cause to be obtainedobtained promptly, at no cost to Seller or any of its Affiliates, any such Consent Approval (other than Regulatory Approvals, which shall be governed by Section 5.1) required to: (x) to sell, assign, transfer, convey assign or deliver (directly or indirectly) transfer any Purchased Asset and to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective its Affiliates so that Purchaser or another Designated Purchaser and its Affiliates shall be solely responsible for the Assumed Liabilities; provided. If any such Approval is not obtained prior to Closing, that (1) nothing the Closing shall nonetheless take place subject only to the satisfaction or waiver of the conditions set forth in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain ConsentArticle VIII, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent time as such Approval or Approvals are obtained and (2) the first anniversary later of (A) six (6) years following the Closing Date, Seller and Purchaser will put (B) to the extent any such Approval is in place any lawful arrangementrespect of a Purchased Asset that is or arises out of a Contract, the content expiration of which shall be such Contract in accordance with its terms, the Parties will cooperate and use commercially reasonable efforts to implement any arrangement reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), Seller intended to both (x) provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset Assets and (y) cause Purchaser to bear all costs and Liabilities thereunder from and after the burdens and costs of any such Assumed Liability Closing in accordance with this Agreement (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller In furtherance of the foregoing, from and after the Closing, Purchaser will promptly pay, satisfy, perform and discharge when due any Liability (including any liability for Taxes) arising thereunder and shall pay be responsible for all Assumed Liabilities related thereto in accordance with this Agreement; provided, that, for the avoidance of doubt, Seller’s obligation to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by implement any such arrangement shall not require Seller or any of its Affiliates to obtain or provide any letter of credit, bond or other credit support with respect to any such Purchased Assets Asset. Without limiting the foregoing, in the event that any of the Approvals set forth on Section 2.13(b) of the Seller Disclosure Schedules are not obtained prior to the Closing, Seller and Purchaser agree to use reasonable best efforts to take the actions set forth on Section 2.13(b) of the Seller Disclosure Schedules. (net of any Assumed Liabilitiesc) Notwithstanding anything in this Agreement to the contrary, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by nothing in this Agreement shall require Seller or any of its Affiliates to sell, assign, transfer or convey any Excluded Asset from the Purchased Companies or their Subsidiaries (or from the Seller Entities) to Seller or one or more of its Affiliates if an attempted sale, assignment, transfer or conveyance thereof in connection with the arrangements Transaction or the other transactions contemplated by this Agreement would be prohibited by Law or would, without an Approval, (i) constitute a breach or other contravention in respect thereof, (ii) be ineffective, void or voidable, or (iii) adversely affect the rights thereunder of the Seller Entities, or any of their respective officers, directors, agents or Affiliates, unless and until such Approval is obtained. (d) If any such Approval referred to in Section 2.04(b)2.13(c) is not obtained prior to Closing, the Closing shall nonetheless take place subject only to the satisfaction or waiver of the conditions set forth in Article VIII, and until the earlier of (1) such time as such Approvals are obtained and (2) the later of (A) six (6) years following the Closing and (B) to the extent any such Approval is in respect of an Excluded Asset that is or arises out of a Contract, the expiration of such Contract in accordance with its terms, the Parties will cooperate and use commercially reasonable efforts to implement any arrangement reasonably acceptable to Purchaser and Seller intended to both (x) provide Seller, to the fullest extent practicable, the claims, rights and benefits of any such Excluded Asset and (y) cause Seller to bear all costs and Liabilities thereunder from and after the Closing in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement). Once a required Consent for In furtherance of the saleforegoing, assignment, conveyance, assumption, transfer from and delivery of a Purchased Asset is obtainedafter the Closing, Seller will promptly transfer such Purchased Asset or Assumed pay, satisfy, perform and discharge when due any Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser (including any liability for Taxes) arising thereunder and shall be responsible for all Retained Liabilities related thereto in accordance with the terms of this Agreement; provided, that, for the avoidance of doubt, Purchaser’s obligation to implement any such arrangement shall not require Purchaser or any of its Affiliates to obtain or provide any letter of credit, bond or other credit support with respect to any such Excluded Asset. (ce) Without limiting Any Contract entered into prior to the provisions Closing with a third party to which Seller or any of its Subsidiaries is a party that does not exclusively relate to the Business (and is not otherwise set forth on Section 2.04(a2.4(b) of the Seller Disclosure Schedules) but inures to the benefit or burden of both the Business and 2.04(b)the Retained Businesses, other than any enterprise-wide Contracts, Contracts with respect to off-the-shelf software and Contracts with any Taxing Authority (each, a “Shared Contract to Contract”) shall constitute a Purchased Asset and be assigned, transferred or and conveyed in accordance subject to the terms and conditions of this Agreement (including the other provisions of this Section 2.13) only with Section 2.01(arespect to (and preserving the meaning of) shallthose parts that relate to the Business, to the extent commercially reasonableeither a Purchased Entity (or Subsidiary thereof) or Purchaser, be separated as of if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits of those parts of the Shared Contract that relate to the Business and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchasercontemplated by Section 2.6 of this Agreement; provided, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided however, that (Ai) Purchaser in no event shall any Person be solely responsible for the costs of required to assign (or amend), either in its entirety or in part, any subscriptionsShared Contract that is not assignable (or cannot be amended) by its terms without obtaining one or more Approvals, software as a service unless and until such Approval or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, Approvals are obtained and (Bii) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If if any Shared Contract cannot be so separatedpartially assigned by its terms or otherwise, Seller or cannot be amended, without such Approval or Approvals, until the earlier of such time as such Approval or Approvals are obtained and Purchaser shalltwo (2) years following the Closing, the Parties will cooperate and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request establish an agency type or other similar arrangement reasonably satisfactory to Seller and Purchaser intended to both (and for the benefit and burdenx) of provide Purchaser, any to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business and (y) cause Purchaser to bear all costs and Liabilities of those parts that relate to the Business, from and after the Closing in accordance with this Agreement (including by means of any Asset Seller Entitysubcontracting, as applicablesublicensing or subleasing arrangement). (f) Notwithstanding anything in this Agreement to the contrary, arising from the portion any transfer or assignment to Purchaser of any Purchased Asset or any part of a Shared Contract that shall require an Approval as described above in this Section 2.13 shall be made subject to such Approval being obtained, and neither Seller nor any of its Affiliates shall be required to agree to any arrangement or take any action in connection with the matters contemplated by this Section 2.13 that would, based on advice of counsel, (i) constitute a breach or other contravention in respect of any Purchased Assets or Shared Contract, (ii) be ineffective, void or voidable, (iii) adversely affect the contractual rights of the Seller Entities or any of their respective officers, directors, agents or Affiliates or (iv) with respect to any Shared Contract, require Seller or any of its Affiliates to pay or commit to pay any amount or incur any obligation in favor of or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any Person. Without limiting Section 2.13(b), notwithstanding the fact that any applicable Approval is not assigned or transferred obtained prior to the applicable Designated Purchaser Closing, each of the assets described in Section 2.4 shall be deemed to be Purchased Assets under this Agreement and each of the extent such rights are related Liabilities described in Section 2.6 shall be deemed to be Assumed Liabilities under this Agreement, including in each case for purposes of the Triage Businesscalculation of Working Capital.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver or assume a Purchased Asset or an Assumed Liability to the extent that a sale, assignment, transfer, conveyance, delivery or assumption thereof (i) would be prohibited by Law or (ii) would, without the Consent by any relevant Third Party, (A) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or (B) be ineffective, void or voidable, in the case of each of clauses (A) and (B) unless and until such Consent is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser Buyer shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent required approval, authorization, or consent of, filing with, notification to: , or granting or issuance of any license, order, waiver or permit by, any Person (xcollectively, "Approvals") sell(other than Regulatory Approvals, assign, transfer, convey or deliver (directly or indirectly) any Purchased Asset to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective Affiliates so that Purchaser or another Designated Purchaser which shall be solely responsible for the Assumed Liabilities; provided, that (1governed by Section 5.1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party required in connection with obtaining any Consent to the sale, assignment or transfer of any Purchased Asset and Asset. If such Approval is not obtained prior to Closing, until the earliest of (2i) costs to obtain subscriptions, software such time as a service such Approval or software Approvals are obtained or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for (ii) the cost of any such subscriptions, software as a service or software or information technology licenses for date Seller is dissolved in accordance with the operation General Corporation Law of the Triage Business State of Delaware or ownership of the Purchased Assets (iii) six (6) months following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent and (2) the first anniversary of the Closing Date, then Seller and Purchaser will put cooperate with Buyer in place any lawful arrangement, the content of which shall be arrangement reasonably acceptable to Purchaser Buyer and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), Seller intended to both (x) provide PurchaserBuyer and/or its applicable Affiliates, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset and the burdens and costs of any such Assumed Liability Assets (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay ) and (y) cause Buyer and/or its applicable Affiliates to Purchaser promptly upon receipt thereof, bear all income, proceeds costs and other monies received by Seller or Liabilities thereunder from and after the Closing in accordance with this Agreement to the extent that Buyer and/or its applicable Affiliates with respect to any receive the rights and benefits of such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with from and after the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser Closing in accordance with this Agreement. In furtherance of the terms foregoing, Buyer will, or will cause its Affiliates to, promptly pay, perform or discharge when due any related Liability (other than any Liability for income, franchise or similar Taxes) arising thereunder after the Closing Date to the extent that Buyer and/or its applicable Affiliates receive the rights and benefits of such Purchased Assets from and after the Closing in accordance with this Agreement. (cb) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Any Contract to be assigned, transferred or and conveyed in accordance with Section 2.01(a2.4 that does not primarily relate to the Business (each, a “Shared Contract”) shallshall be assigned, transferred and conveyed only with respect to (and preserving the meaning of) those parts that relate to the Business, to the extent commercially reasonableeither Buyer or an Affiliate of Buyer designated by Buyer, be separated as of if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that each of Purchaser Buyer and Seller or their respective its Affiliates shall be entitled to the rights and benefits benefit of those parts of the Shared Contract that relate to the Business and shall assume the related portion of any Liabilities inuring to their respective businesses contemplated by this Agreement (with respect to Purchaserthe “Buyer Portion of the Shared Contract Liabilities”); provided, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided however, that (Ai) Purchaser in no event shall any Person be solely responsible for the costs of required to assign (or amend), either in its entirety or in part, any subscriptions, software as a service Shared Contract that is not assignable (or software cannot be amended) by its terms without obtaining one or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, more Approvals and (Bii) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If if any Shared Contract cannot be so separatedpartially assigned by its terms or otherwise, or cannot be amended, without such Approval or Approvals, until the earliest of (A) such time as such Approval or Approvals are obtained, (B) the date Seller is dissolved in accordance with the General Corporation Law of the State of Delaware or (C) six (6) months following the Closing Date, then Seller will cooperate with Buyer to establish an agency type or other similar arrangement reasonably satisfactory to Seller and Purchaser shallBuyer intended to both (x) provide Buyer and/or its applicable Affiliates, to the fullest extent practicable under such Shared Contract, the claims, rights and shall benefits of those parts that relate to the Business (including by means of any subcontracting, sublicensing or subleasing arrangement) and (y) cause each of their respective Buyer and/or its applicable Affiliates to, use their commercially reasonable efforts to cause, for bear the period costs and Liabilities thereunder from and after the Closing and for in accordance with this Agreement to the duration of the then-current term after the Closing (i) extent that Buyer and/or its applicable Affiliates receive the rights and benefits under each of the parts of the Shared Contract Contracts that relate to the Business. In furtherance of the foregoing, Buyer will promptly pay, perform or discharge when due any Liability (other than any Liability for income, franchise or similar Taxes) arising thereunder after the Closing Date to the extent relating to the Triage Business to be enjoyed by the that Buyer and/or its applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) Affiliates receive the rights and benefits under each of the parts of such Shared Contract Contracts that relate to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage Business.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or if an Assumed Liability to the extent that a attempted sale, assignment, transfer, conveyance, delivery transfer or assumption conveyance thereof (i) would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any Person (collectively, “Approvals”), (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or thereof, (Bii) be ineffective, void or voidable, in or (iii) adversely affect the case rights thereunder of each the Seller Entities, Purchaser, or any of clauses (A) and (B) their respective officers, directors, agents or Affiliates, unless and until such Consent Approval is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent Approval (other than Regulatory Approvals, which shall be governed by Section 5.1) required to: (x) to sell, assign, transfer, convey assign or deliver (directly or indirectly) transfer any Purchased Asset and to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective its Affiliates so that Purchaser or another Designated Purchaser and its Affiliates shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require . If such Approval is not obtained prior to the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1i) such time as such Approval or Approvals are obtained or (ii) with respect to Business Contracts with an Original Equipment Manufacturer (each such manufacturer, an “OEM,” and each such Business Contract, an “OEM Program”), the receipt end of such Consent and life of the applicable OEM vehicle production life and, with respect to any other Purchased Asset, three (23) the first anniversary of years following the Closing Date, then Seller and will cooperate with Purchaser will put in place any lawful arrangement, the content of which shall be arrangement reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), Seller intended to both (x) provide PurchaserPurchaser and its Affiliates, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset and the burdens and costs of any such Assumed Liability Assets (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay to ) and (y) cause Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to any bear the related costs and Liabilities thereunder to the extent that Purchaser and its Affiliates receive the rights and benefits of such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with from and after the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser Closing in accordance with the terms of this Agreement. In furtherance of the foregoing, Purchaser will, and will cause the other Purchaser Entities to, promptly pay, perform or discharge when due any related Liability (including Liability for Taxes, if any, as determined in accordance with Section 2.14(d)) arising thereunder after the Closing Date to the extent that Purchaser and its Affiliates receive the rights and benefits of such Purchased Assets. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Any Contract to be assigned, transferred or and conveyed in accordance with Section 2.01(a2.4(a) shallthat does not exclusively relate to the Business (each, a “Shared Contract”) shall be assigned, transferred and conveyed only with respect to (and preserving the meaning of) those parts that relate to the Business, to the extent commercially reasonablePurchaser or a Purchaser Entity designated by Purchaser, be separated as of if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that each of Purchaser and Seller or their respective its Affiliates shall be entitled to the rights and benefits benefit of those parts of the Shared Contract that relate to the Business and shall assume the related portion of any Liabilities inuring contemplated by this Agreement (the “Purchaser Portion of the Shared Contract Liabilities”); provided, however, that (i) in no event shall any Person be required to their respective businesses assign (or amend), either in its entirety or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without obtaining one or more Approvals and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, without such Approval or Approvals, until the earlier of (A) such time as such Approval or Approvals are obtained or (B) with respect to PurchaserOEM Programs, the end of life of the applicable OEM vehicle production life and, with respect to any other Purchased Asset, three (3) years following the Closing Date, then Seller will cooperate with Purchaser to establish an agency type or other similar arrangement reasonably satisfactory to Seller and Purchaser intended to both (x) provide Purchaser and its Affiliates, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business (including by means of any subcontracting, sublicensing or subleasing arrangement) and (y) cause Purchaser and its Affiliates to bear the costs and Liabilities thereunder to the extent that Purchaser and its Affiliates receive the rights and benefits of the parts of such Shared Contracts that relate to the Business from and after the ClosingClosing in accordance with this Agreement. In furtherance of the foregoing, Purchaser will, and will cause the other Purchaser Entities to, promptly pay, perform or discharge when due any Liability (including Liability for Taxes, if any, as determined in accordance with Section 2.14(d)) arising thereunder after the Closing Date to the extent that Purchaser and its Affiliates receive the rights and benefits of the parts of such Shared Contracts that relate to the Business. (d) To the extent not prohibited by applicable Tax Laws (and to the extent consistent with the relevant arrangement agreed to by Seller and Purchaser pursuant to Section 2.14(b) or 2.14(c)), Seller and Purchaser agree to treat and report, and to cause their respective Affiliates to treat and report, on their Tax Returns, the Purchased Assets that are subject to the provisions of this Section 2.14 (the “Non-Transferred Assets”) as assets owned by the applicable Purchaser Entity. The Parties Each of Seller and Purchaser agrees to notify the other party promptly in writing if it determines that such treatment (to the extent consistent with the relevant arrangement agreed to by Seller and Purchaser pursuant to Section 2.14(b) or 2.14(c)) is not permitted under applicable Tax Laws. Where such treatment is not permitted under applicable Tax Laws, and subject to the terms of any relevant arrangement agreed to by Seller and Purchaser pursuant to Section 2.14(b) or 2.14(c), the amount of the Liability for Taxes imposed on Seller or any of its Affiliates with respect to any Non-Transferred Asset for any Post-Closing Period, if any, for which Purchaser and the Purchaser Entities are responsible shall cooperate be calculated on a “with each and without” basis. Seller shall provide, and shall cause its Affiliates to provide, Purchaser with a reasonable opportunity to review the relevant portion of any applicable Tax Returns relating to any Non-Transferred Assets (and accompanying schedules, calculations and other reasonably requested work papers) as necessary for determining such Tax Liability; provided, that, in the case of Tax Returns of Seller, any Seller Entity or any of their respective Affiliates (or of a consolidated, combined, unitary or Tax group including any of them), Seller may, in lieu of delivering the Tax Returns, deliver to effect Purchaser pro-forma statements setting forth in sufficient detail the information relevant for determining the relevant Tax Liability. If Seller and Purchaser are unable to reach an agreement in respect of any dispute concerning such separationTax Liability, they shall promptly submit any such dispute for resolution to the Working Capital Referee. The All costs to effect such separation and expenses of the Working Capital Referee shall be borne equally by Seller and Purchaser; provided that (A) Purchaser shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, and (B) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If any Shared Contract cannot be so separated, Seller and Purchaser shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing (i) the rights and benefits under each Shared Contract to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchaser, any rights of any Asset Seller Entity, as applicable, arising from the portion of any Shared Contract that is not assigned or transferred to the applicable Designated Purchaser to the extent such rights are related to the Triage Business.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or if an Assumed Liability to the extent that a attempted sale, assignment, transfer, conveyance, delivery transfer or assumption conveyance thereof (i) would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any third party or Governmental Entity (collectively, “Approvals”), (Ai) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or thereof, (Bii) be ineffective, void or voidable, in or (iii) adversely affect the case rights thereunder of each the Seller Entities, Purchaser, or any of clauses (A) and (B) their respective officers, directors, agents or Affiliates, unless and until such Consent Approval is obtained. (b) If Until the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until date the earlier of such time as such Consent is Approval or Approvals are obtained and the first anniversary of fifteen (15) months following the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable best efforts to obtain, or cause to be obtained, any such Consent required to: (x) any Approval (other than Regulatory Approvals, which shall be governed by Section 5.1) required to sell, assign, transfer, convey assign or deliver (directly or indirectly) transfer any Purchased Asset to Purchaser or another Designated PurchaserAsset, and (y) obtain the unconditional release of Purchaser and its Affiliates (including the Asset Purchased Entities) so that Seller Entities and their respective its Affiliates shall be solely responsible for the Retained Liabilities and (z) subject to the limitations set forth in Section 5.8, the unconditional release of Seller and its Affiliates so that Purchaser or another Designated Purchaser and its Affiliates shall be solely responsible for the Assumed Liabilities; provided. Except with respect to any Shared Contracts, that which are subject to Section 2.11(c) (1) nothing in and, for the avoidance of doubt, the other provisions of this Agreement shall obligate Section 2.11(b)), if such Approval is not obtained prior to Closing, until such time as such Approval or Approvals are obtained, then Seller will cooperate with Purchaser in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent and (2) the first anniversary of the Closing Date, Seller and Purchaser will put in place any lawful arrangement, the content of which shall be arrangement reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), Seller intended to both (i) provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset Assets and (ii) to the burdens extent Purchaser is receiving such benefits, cause Purchaser to bear all costs and costs of any such Assumed Liability Liabilities thereunder from and after the Closing in accordance with this Agreement (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). In furtherance of the foregoing, to the extent Purchaser is receiving the claims, rights and benefits of such Purchased Assets, Purchaser will promptly pay, perform or discharge when due any Assumed Liability (including any Assumed Liability for Taxes) arising thereunder after the Closing Date. Notwithstanding anything in this Agreement to the contrary, neither Seller nor any of its Affiliates shall be required to compensate (including by granting any accommodation to) any third party or commence or participate in any Proceeding to obtain any Approval; provided, that Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to any such Purchased Assets bear fifty percent (net 50%) of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or and expenses incurred by Seller or any on behalf of its Affiliates the parties in connection with the arrangements seeking the Approvals contemplated by this Section 2.04(b2.11 (it being understood and agreed that such costs and expenses may include one-time reimbursements to counterparties paid in connection with such Approvals, but shall not include any losses, additional ongoing costs, liabilities or other effects of any modification to a Contract subject to the applicable Approval)); provided, further, that Seller shall not be required to bear more than the Consent Fee Limit (as defined in the Transition Services Agreement) of any costs or expenses under this Section 2.11(b) or Section 2.11(e) or Section 1.5 of the Transition Services Agreement, and upon Seller bearing an amount of costs and expenses equal to the Consent Fee Limit, Purchaser shall thereafter be required to bear all such costs and expenses. Once a required Consent for For the saleavoidance of doubt, assignmentwithout limiting the express covenants and representations in this Agreement and the Transaction Documents, conveyanceno representation, assumptionwarranty or covenant of Seller contained in Transaction Documents shall be breached or deemed breached, transfer and delivery no condition shall be deemed not satisfied, based on (A) the failure to obtain any third party consents or (B) any Proceeding commenced or threatened by or on behalf of a Purchased Asset is obtained, Seller will promptly transfer any Person arising out of or relating to the failure to obtain any such Purchased Asset or Assumed Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with the terms of this Agreementthird-party consents. (c) Without limiting the provisions of Section 2.04(a) and 2.04(b), any Shared Any Contract to be assigned, transferred or and conveyed in accordance with Section 2.01(a2.4(b) shallthat does not exclusively relate to the Business (each, a “Shared Contract”) shall be assigned, transferred and conveyed only with respect to (and preserving the meaning of) those parts that relate to the Business, to the extent commercially reasonableeither a Purchased Entity or Purchaser, be separated as of if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits benefit of those parts of the Shared Contract that relate to the Business and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to PurchaserAssumed Liabilities; provided, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally by Seller and Purchaser; provided that (Ai) Purchaser in no event shall any Person be solely responsible for the costs of required to assign (or amend), either in its entirety or in part, any subscriptions, software as a service Shared Contract that is not assignable (or software cannot be amended) by its terms without obtaining one or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, more Approvals and (Bii) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If if any Shared Contract cannot be so separatedpartially assigned by its terms or otherwise, or cannot be amended, without such Approval or Approvals, until the earlier of such time as such Approval or Approvals are obtained and such Shared Contract has been terminated in accordance herewith or expires in accordance with its terms (excluding any renewal terms or extensions) or been replaced by a similar or new arrangement by Purchaser, then Seller will cooperate with Purchaser to establish an agency type or other similar arrangement reasonably satisfactory to Seller and Purchaser intended to both (x) provide Purchaser, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business and (y) to the extent Purchaser is receiving such benefits, cause Purchaser to bear all Assumed Liabilities thereunder from and after the Closing in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement). In furtherance of the foregoing, to the extent Purchaser is receiving the claims, rights and benefits of such Shared Contract, Purchaser will promptly pay, perform or discharge when due any Assumed Liability (including any Assumed Liability for Taxes) arising thereunder after the Closing Date. For the avoidance of doubt, nothing in this Agreement or any other Transaction Document shall prevent Purchaser or any of its Affiliates from entering into similar or new arrangements with respect to the Business with a party to any Shared Contract. After the Closing, Seller and Purchaser shallits Affiliates shall not be entitled to include any products or services of the Business in any Shared Contract or renew or increase the usage of any products or services of the Business beyond what is authorized by the terms of any Shared Contract. For so long as Seller or any of its Affiliates are parties to any Shared Contracts, Seller shall not, and shall cause its Affiliates not to, without Purchaser’s prior written consent, (A) amend or waive any provisions of a Shared Contract with respect to the Business in any manner that (1)(x) is financially adverse to the Business, (y) alters termination, liability or indemnification provisions in a manner that is adverse to the Business, or (z) changes required delivery location for services provided by the Business, in the case of each of their respective Affiliates tothe foregoing clauses (y)-(z), use their commercially reasonable efforts to cause, for the period after the Closing and for the duration of the then-current term after the Closing except in de minimis respects or (i2) the rights and benefits under each Shared Contract is otherwise materially adverse to the extent relating to the Triage Business to be enjoyed by the applicable Designated Purchaser, or (iiB) the Liabilities under each Shared Contract to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each terminate any Shared Contract to the extent related to or otherwise affecting the Excluded Businesses to Business unless such Shared Contract is replaced by another Contract that would also be enjoyed by a Shared Contract and the applicable Asset Seller Entityterms of such replacement Shared Contract are substantially similar, and in no event financially adverse or financially less favorable to (ivexcept in de minimis respects) the Liabilities under each Business (or otherwise includes changes that (Y) would have required Purchaser’s consent pursuant to clauses (1)(y) or (z) above if included in an amendment to such terminated Shared Contract or (Z) are otherwise materially adverse to the Business) as compared to the terminated Shared Contract being replaced. (d) For so long as the Seller Entities hold any Purchased Assets or are parties to any Shared Contracts and provide Purchaser any claims, rights and benefits of any such Purchased Asset or Shared Contract pursuant to an arrangement described in Section 2.11(b) or Section 2.11(c), Purchaser shall indemnify and hold Seller, such Seller Entities and their respective Affiliates harmless from and against all Covered Losses incurred or asserted as a result of Seller’s or any such Affiliate’s or their respective Affiliate’s post-Closing direct or indirect ownership, management or operation of any such Purchased Assets or Shared Contracts (only to the extent constituting an Excluded Liability or related that such Covered Losses relate to the Excluded Businesses Business and are Assumed Liabilities). Notwithstanding anything contained herein to the contrary, any transfer or assignment to Purchaser of any Purchased Asset or any part of a Shared Contract that shall require an Approval as described above in this Section 2.11 shall be borne by made subject to such Approval being obtained. (e) From the applicable Asset date hereof until the date that is fifteen (15) months following the Closing Date, Seller Entityshall (i) facilitate introductions between Purchaser and all third party counterparties to the Shared Contracts and (ii) reasonably cooperate with Purchaser in its efforts to cause each third party counterparty to those vendor contracts that are utilized in connection with both the Business and the Retained Business and are not included in the Purchased Assets (the “Shared Supplier Contracts”) to enter into new agreements, bifurcations or consents as are reasonably necessary to permit Purchaser and the Purchased Entities to, on an independent basis following the Closing, derive those claims, rights and benefits as the Business derives from such Shared Supplier Contract immediately prior to the Closing or during the Reference Period. Seller shall use commercially reasonable efforts to enforce, at the request bear fifty percent (and for the benefit and burden50%) of Purchaserany out-of-pocket costs and expenses incurred by or on behalf of the parties in connection with the matters contemplated by this Section 2.11(e) (it being understood and agreed that such costs and expenses may include one-time charges (but not any fees to charged to implement services) by counterparties paid in connection with such Shared Supplier Contracts, but shall not include any rights losses, additional ongoing costs, liabilities or other effects of any Asset modification to a Shared Supplier Contract); provided, that Purchaser shall first reasonably consult with Seller Entityprior to incurring any out-of-pocket cost or expense for which Seller could be liable; provided, as applicablefurther, arising from that Seller shall not be required to bear more than the portion Consent Fee Limit of any Shared Contract that is not assigned costs or transferred expenses under this Section 2.11(e) or Section 2.11(b) or Section 1.5 of the Transition Services Agreement, and upon Seller bearing an amount of costs and expenses equal to the applicable Designated Consent Fee Limit, Purchaser shall thereafter be required to the extent bear all such rights are related to the Triage Businesscosts and expenses.

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver transfer or assume a convey any Purchased Asset or if an Assumed Liability to the extent that a attempted sale, assignment, transfer, conveyance, delivery transfer or assumption conveyance thereof (i) would be prohibited by Law or (ii) would, without the Consent by approval, authorization or consent of, filing with, notification to, or granting or issuance of any relevant Third Partylicense, order, waiver or permit by, any third party or Governmental Entity (collectively, “Approvals” and such assets, collectively, the “Non-Assignable Assets”), (Ai) constitute a breach or other contravention thereof thereof, or result in any acceleration of obligations of Seller or any of its Subsidiaries or the exercise of rights or remedies by any counterparty, including rights of recapture or termination (including in the case of any Contract related to request for approval or consent, in which case no such request shall be made without the Triage Business or agreement of the Parties), (Bii) be ineffective, void or voidable, or (iii) adversely affect in any material respect the case rights thereunder of each Seller, any of clauses (A) and (B) its Subsidiaries, Purchaser, or any of their respective officers, directors, agents or Affiliates, unless and until such Consent Approval is obtained, it being understood that the obtainment of any such Approval is not a condition to the Closing and that, subject to the satisfaction of the conditions set forth in Article VIII, the Closing shall proceed in accordance with this Agreement, and Purchaser shall pay the full Estimated Purchase Price at the Closing without the sale, assignment, transfer or conveyance of such Non-Assignable Assets. (b) If Prior to the Closing occurs and continuing for a period of the greater of one (i1) year following the circumstances described Closing Date and, with respect to a Non-Assignable Asset that is a Contract, the expiration of the term of such Contract in Section 2.04(a) exist accordance with its current term or (ii) any Consent the execution of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of replacement Contract following the Closing Dateby Purchaser or its Affiliate, (A) Seller and Purchaser shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent Approval (other than Regulatory Approvals, which shall be governed by Section 5.1) (collectively, the “Non-Regulatory Approvals”) required to: (x) to sell, assign, transfer, convey assign or deliver (directly or indirectly) any Purchased Asset transfer the Non-Assignable Assets and to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective its Affiliates so that Purchaser or another Designated Purchaser and its Affiliates shall be solely responsible for the related Liabilities (including the Assumed Liabilities; provided, ) after Closing (it being understood and agreed that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not an Approval may be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of obtained without such unconditional release). If any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Approval is not obtained prior to Closing, including those included within, or related to Information Technology Assets included within, the Purchased Assets under Section 2.01(a)(xviii), and (B) pending such Consent and continuing until the earlier of (i) such time as such Approval or Approvals are obtained, or such Approval or Approvals have been denied in writing, (ii) the end of the Contract Cutover Period in the case of a Bundled Customer Contract and (iii) the later of (A) one (1) year following the receipt Closing Date and (B) with respect to a Non-Assignable Asset that is a Contract, the expiration of the term of such Consent and (2) Contract in accordance with its current term or the first anniversary execution of a replacement Contract following the Closing Dateby Purchaser or its Affiliate, then Seller shall cooperate with Purchaser to the extent permitted by such Contract and Purchaser will put applicable Law, in place any lawful arrangement, the content of which shall be arrangement reasonably acceptable to Purchaser and Xxxxxx (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), Seller intended to both (x) provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Purchased Asset Assets and (y) cause Purchaser to assume and bear all costs and Liabilities thereunder relating to the burdens Business from and costs of any such Assumed Liability after the Closing in accordance with this Agreement (including by means of any agency, contract manufacturing, distribution, supply, subcontracting, sublicensing or subleasing arrangement). Seller shall pay to In furtherance of the foregoing, Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller or its Affiliates with respect to any such Purchased Assets (net of any Assumed Liabilities, Taxes or any other reasonable out-of-pocket costs imposed upon or incurred by Seller or any of its Affiliates in connection with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for the sale, assignment, conveyance, assumption, transfer and delivery of a Purchased Asset is obtained, Seller will promptly transfer such Purchased Asset pay, perform or Assumed discharge when due any Liability to Purchaser or another Designated Purchaser at no additional cost to Purchaser in accordance with arising thereunder after the terms of this AgreementClosing Date. (c) Without limiting Notwithstanding anything herein to the provisions contrary, none of Section 2.04(a) and 2.04(b)Seller, any Shared of its Subsidiaries nor Purchaser or any of its Subsidiaries shall have any obligation under this Agreement or otherwise to pay any consent, approval or waiver “fee,” discount, rebate or any money or other consideration beyond administrative costs to any Person, agree to any modification or amendment of or any concession to any counterparty to any Contract, or to initiate any claim or proceeding against any Person in order to obtain any Non-Regulatory Approvals. (d) Subject to Section 5.14, which shall govern Customer Contracts, any Contract (other than a Bundled Customer Contract) to be assigned, transferred or and conveyed in accordance with Section 2.01(a2.4(a) shallthat does not exclusively relate to the Business (each, a “Shared Contract”), each of which is set forth on Section 2.12(d) of the Seller Disclosure Schedules, shall be assigned, transferred and conveyed only with respect to (and preserving the meaning of) those parts that relate to the Business, to the extent commercially reasonablePurchaser, be separated as of if so assignable, transferable or conveyable, or appropriately amended prior to, on or after the Closing, so that each of Purchaser and Seller or their respective Affiliates shall be entitled to the rights and benefits benefit of those parts of the Shared Contract that relate to the Business and shall assume the related portion of any Liabilities inuring to their respective businesses (with respect to Purchaser, from and after the Closing). The Parties shall cooperate with each other to effect such separation. The costs to effect such separation shall be borne equally contemplated by Seller and Purchaserthis Agreement; provided that (Ai) Purchaser in no event shall any Person be solely responsible for the costs of required to assign (or amend), either in its entirety or in part, any subscriptions, software as a service Shared Contract that is not assignable (or software cannot be amended) by its terms without obtaining one or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, more Approvals and (Bii) Seller shall be solely responsible for the costs of any subscriptions, software as a service or software or information technology licenses not related to the operation of the Triage Business or ownership of the Purchased Assets following Closing. If if any Shared Contract cannot be so separatedpartially assigned by its terms or otherwise, or cannot be amended, without such Approval or Approvals, until the earlier of such time as such Approval or Approvals are obtained and one (1) year following the Closing Date, then Seller will cooperate with Purchaser to establish an agency type or other similar arrangement reasonably satisfactory to Seller and Purchaser shallintended to both (A) provide Purchaser, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business and (B) cause Purchaser to bear all costs and Liabilities thereunder relating to the Business from and after the Closing in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement). In furtherance of the foregoing, Purchaser will promptly pay, perform or discharge when due any Liability arising thereunder relating to the Business after the Closing Date. (e) For so long as the Seller Entities hold any Purchased Assets or are parties to any Shared Contracts and provide Purchaser any claims, rights and benefits of any such Purchased Asset or Shared Contract pursuant to an arrangement described in Section 2.12(a) or Section 2.12(b), Purchaser shall cause each of indemnify and hold harmless Seller, the Seller Entities and their respective Affiliates tofrom and against all losses, use liabilities, damages and costs incurred or asserted as a result of Seller’s or any such Affiliate’s or their commercially reasonable efforts to causerespective Affiliate’s post-Closing direct or indirect ownership, for the period after the Closing and for the duration management or operation of the then-current term after the Closing any such Purchased Assets or Shared Contracts (i) the rights and benefits under each Shared Contract only to the extent relating that such losses, liabilities, damages and costs relate to the Triage Business to be enjoyed by the applicable Designated Purchaser, (ii) the Liabilities under each Shared Contract Business). Notwithstanding anything contained herein to the extent constituting an Assumed Liability and relating to the Triage Business to be borne by the applicable Designated Purchaser, (iii) the rights and benefits under each Shared Contract to the extent related to the Excluded Businesses to be enjoyed by the applicable Asset Seller Entity, and (iv) the Liabilities under each Shared Contract to the extent constituting an Excluded Liability or related to the Excluded Businesses to be borne by the applicable Asset Seller Entity. Seller shall use commercially reasonable efforts to enforce, at the request (and for the benefit and burden) of Purchasercontrary, any rights transfer or assignment to Purchaser of any Purchased Asset Seller Entity, as applicable, arising from the portion or any part of any a Shared Contract that is not assigned or transferred shall require an Approval as described above in this Section 2.12 shall be made subject to the applicable Designated Purchaser to the extent such rights are related to the Triage BusinessApproval being obtained.