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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ (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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ (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, 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ (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, convey or deliver or assume a any Purchased Asset or if an Assumed Liability to the extent that a attempted 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 Seller, its Subsidiaries, 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 Prior to the Closing occurs Closing, Seller shall, 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)shall cause its Subsidiaries to, 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 (including, for the avoidance of doubt, any agreements of Governmental Entities to novate applicable Business Contracts and enter into new Contracts with Purchaser or its Subsidiaries) (other than regulatory approvals under Antitrust Laws, which shall be governed by Section 5.1) (collectively, “Non-Regulatory Approvals”) required to: (x) to sell, assign, transfer, convey or deliver (directly or indirectly) any the Purchased Asset Assets to Purchaser or another Designated Purchaser, and (y) obtain its designated Subsidiary at 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, ▇▇▇▇▇▇ 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 ConsentClosing, and Purchaser shall provide reasonable cooperation to Seller and its Subsidiaries in connection therewith. If such Non-Regulatory Approval is not obtained prior to Closing, then, until the earliest of (x) such time as such Non-Regulatory Approval is obtained, (y) nine (9) months following the Closing Date (other than for a Purchased Asset that is a Business Government Contract, for which such date shall be solely responsible for two (2) years following the cost of any such subscriptionsClosing Date) and (z) with respect to a Purchased Asset that is a Contract, software as a service or software or information technology licenses for the operation expiration of the Triage Business term of such Contract in accordance with its current term or ownership the execution of the Purchased Assets following Closinga replacement Contract by Purchaser or its Subsidiary, including those included withinSeller shall, and shall cause its Subsidiaries to, use reasonable best efforts to obtain, or related cause to Information Technology Assets included withinbe obtained, the Purchased Assets under Section 2.01(a)(xviii)such Non-Regulatory Approval, and (B) pending such Consent Purchaser shall provide reasonable cooperation to Seller and continuing its Subsidiaries in connection therewith. From and after the Closing until the earlier of (1x) such time as such Non-Regulatory Approval is obtained for the receipt assignment of the applicable Purchased Asset and (y) with respect to a Purchased Asset that is a Contract, the expiration of the term of such Consent Contract in accordance with its current term or the execution of a replacement Contract by Purchaser or its Subsidiary, the Parties shall, and shall cause their respective controlled affiliates to, use reasonable best efforts to enter into or otherwise implement arrangements (including subleasing, sublicensing or subcontracting) (in each case to the extent permitted and practicable) that (x) provides Purchaser or its designated Subsidiary the claims, rights, remedies and benefits of any such Purchased Assets, (y) causes Seller and its Subsidiaries to enforce, at Purchaser’s request, any claims, rights, remedies and benefits of any such Purchased Assets solely for the benefit of Purchaser, and (2z) causes Purchaser to assume, bear and, if permitted, perform all Assumed Liabilities (for the first anniversary avoidance of doubt, including any Liabilities that would be Assumed Liabilities if the applicable Non-Regulatory Approval was obtained with respect thereto) thereunder from and after the Closing in accordance with this Agreement. In the event Purchaser or its Subsidiaries is unable to perform the Assumed Liabilities described in clause (z) of the immediately preceding sentence and Seller or its Subsidiaries is able to so perform, Seller agrees to perform such Assumed Liabilities on Purchaser’s behalf and at its direction and, subject to Seller’s compliance with Purchaser’s directions, Purchaser shall indemnify Seller for all costs, expenses and other Liabilities to the extent arising from or related to such performance that would otherwise be Assumed Liabilities hereunder. For the avoidance of doubt, such Assumed Liabilities will include all obligations under such Business Contracts (if and to the extent related to the Business) with respect to the completion of any work, or provision of goods and services thereunder, or warranties, contractual commitments or other Liabilities thereunder or any breach thereof, any indemnity and service obligations thereof, and any maintenance and support obligations thereof, but in each case excluding any Retained Liability or any Liability resulting from Seller’s failure to comply with Purchaser’s directions with respect thereto. Upon obtaining the relevant Non-Regulatory Approval, Seller hereby assigns, and shall, and shall cause each of its applicable Subsidiaries to, promptly sell, convey, assign, transfer and deliver, to Purchaser or its designated Subsidiary such Purchased Asset for no additional consideration (other than assumption of any related Assumed Liabilities with respect thereto), and Purchaser shall promptly assume such related Assumed Liability. (c) All reasonable and documented third party legal and administrative fees, and other similar costs and expenses, agreed and payable by Seller or its controlled affiliates in connection with obtaining Non-Regulatory Approvals under Section 2.10(b) shall be borne by Seller (provided that Purchaser shall bear all costs of its cooperation thereunder). Notwithstanding anything herein to the 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 or immaterial review charges, or provide any additional security (including any guaranty) to any Person in order to obtain any Non-Regulatory Approvals, unless Purchaser requests and reimburses or indemnifies Seller for such payment or security. (d) Any Primary Shared Contract shall be assigned, transferred, conveyed and delivered in its entirety to Purchaser, if so assignable, transferrable or conveyable and any Non-Primary Shared Contract shall be assigned, transferred, conveyed and delivered to Purchaser only in part and only to the extent such part relates to the Business if such part is so assignable, transferrable or conveyable; provided, however, that (i) in no event shall any Person be required to assign (or amend), either in its entirety or in part (as applicable), any Shared Contract that is not assignable (or cannot be amended) by its terms without obtaining one or more Approvals, (ii) Seller shall be entitled to amend or modify such Shared Contract prior to Closing Dateto separate out any portions thereof that do not relate to the Business (provided such amendments or modifications do not adversely affect the rights, obligations or remedies thereunder with respect to the Business), and (iii) if any Shared Contract cannot be so assigned (in whole or in part (as applicable)) by its terms or otherwise, or cannot be amended, without such Approval or Approvals then, as from the Closing until such time as such Approval or Approvals are obtained or until the earlier expiration of such Shared Contract in accordance with its terms, Seller will cooperate with Purchaser, and each Party will use reasonable best efforts, to establish an agency or other similar arrangement (including through subleasing, sublicensing or subcontracting) reasonably satisfactory to Seller and Purchaser (in each case to the extent permitted and practicable) that (x) provides Purchaser the claims, rights and benefits of those parts of such Shared Contract that relate to the Business, (y) causes Seller and its Subsidiaries to enforce, at Purchaser’s request, any claims, rights, remedies and benefits of any such Shared Contract solely for the benefit of Purchaser (in each case to the extent related to the Business) and (z) causes Purchaser to bear and, if permitted, perform all Assumed Liabilities (for the avoidance of doubt, including any Liabilities that would be Assumed Liabilities if the applicable Approval was obtained with respect thereto) thereunder to the extent related to the Business from and after the Closing in accordance with this Agreement. In the event Purchaser or its Subsidiaries is unable to perform the Assumed Liabilities described in clause (z) of the immediately preceding sentence and Seller or its Subsidiaries is able to so perform, Seller agrees to perform such Assumed Liabilities on Purchaser’s behalf and at its direction and Purchaser shall indemnify Seller for all costs, expenses and other Liabilities to the extent arising from or related to such performance that would otherwise be Assumed Liabilities hereunder. For the avoidance of doubt, such Assumed Liabilities will put include all obligations under such Business Contracts (if and to the extent related to the Business) with respect to the completion of any work, or provision of goods and services thereunder, or warranties, contractual commitments or other Liabilities thereunder or any breach thereof, any indemnity and service obligations thereof, and any maintenance and support obligations thereof, but in place each case excluding any lawful arrangementRetained Liability or any Liability resulting from Seller’s failure to comply with Purchaser’s directions with respect thereto. (e) If a Primary Shared Contract that is not amended or modified prior to Closing to separate out any portions thereof that relate to the Retained Business has been assigned, transferred or conveyed to Purchaser or its designated Subsidiary in its entirety, Purchaser shall, or shall cause such Subsidiary to, upon Seller’s written request, assign, transfer, convey and deliver to Seller or a Subsidiary of Seller designated by Seller the content portion of which such Primary Shared Contract that relates to the Retained Business, if such portion is so assignable, transferrable or conveyable, or appropriately amend such Primary Shared Contract after the Closing, so that Seller or a Subsidiary of Seller designated by Seller shall be entitled to the rights and benefit of those parts of such Primary Shared Contract that relates to the Retained Business; provided, however, that (i) in no event shall any Person be required to assign (or amend), either in its entirety or in part, any Primary Shared Contract that is not assignable (or cannot be amended) by its terms without obtaining one or more Approvals and (ii) if any Primary Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, without such Approval or Approvals then, as from the Closing until such time as such Approval or Approvals are obtained or until the earlier expiration of such Primary Shared Contract in accordance with its terms, Purchaser will cooperate with Seller, and each Party will use reasonable best efforts, to establish an agency or other similar arrangement (including through subleasing, sublicensing or subcontracting) reasonably acceptable satisfactory to Seller and Purchaser (in each case to the extent permitted and practicable) that (x) provides Seller the claims, rights and benefits of those parts of such Primary Shared Contract that do not relate to the Business, (y) causes Purchaser and ▇▇▇▇▇▇ its Subsidiaries to enforce, at Seller’s request, any claims, rights, remedies and benefits of any such Primary Shared Contract solely for the benefit of Seller (with any appropriate “firewalls” or similar procedures required under applicable Competition Laws), intended to provide Purchaser, in each case to the fullest extent practicablerelated to the Retained Business) and (z) cause Seller to bear and perform all Liabilities (for the avoidance of doubt, including any Liabilities that would be Retained Liabilities if the applicable Approval was obtained with respect thereto) thereunder (to the extent related to the Retained Business) from and after the Closing in accordance with this Agreement. Seller agrees to perform such Liabilities and Seller shall indemnify Purchaser for all costs, expenses and other Liabilities to the extent arising from or related to such performance that would otherwise be Retained Liabilities hereunder. For the avoidance of doubt, such Retained Liabilities will include all obligations under such Contracts (if and to the extent related to the Retained Business) with respect to the completion of any work, or provision of goods and services thereunder, or warranties, contractual commitments or other Liabilities thereunder or any breach thereof, any indemnity and service obligations thereof, and any maintenance and support obligations thereof. (f) Following the Closing, for so long as Seller and its Subsidiaries hold any Purchased Assets or are parties to any Business Contracts or Shared Contracts and provide Purchaser or any of its controlled affiliates any claims, rights and benefits of any such Purchased Asset or Shared Contract pursuant to an arrangement described in Section 2.10(b) or Section 2.10(d), (i) Seller and the burdens its Subsidiaries shall hold 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 operate 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 and operate under such Contracts in connection a manner consistent in all material respects with the arrangements contemplated by this Section 2.04(b)). Once a required Consent for manner in which Seller and its Subsidiaries hold and operate their other assets and operate under their other Contracts, subject to the sale, assignment, conveyance, assumption, transfer reasonable instructions of the Purchaser 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, its affiliates to the extent commercially reasonable, be separated as such instructions relate to the part 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 Primary Shared Contract 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 PurchaserBusiness, (ii) Seller and its Subsidiaries shall provide Purchaser with all of the Liabilities under each Shared Contract benefits (including monies paid) with respect to the extent constituting an Assumed Liability such Purchased Assets and relating to the Triage Business to be borne by the applicable Designated Purchaser, such Contracts (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, Business) and (iviii) the Liabilities under each Purchaser shall indemnify and hold Seller, its applicable Subsidiaries and their respective affiliates harmless from and against all Covered Losses incurred as a result of Seller’s or any such Subsidiaries or their respective affiliate’s post-Closing direct or indirect ownership, management or operation of any such Purchased Assets or Shared Contract Contracts (only to the extent constituting an Excluded Liability or related that such Covered Losses relate to the Excluded Businesses Business and are (or would be) Assumed Liabilities hereunder) other than any Liability resulting from Seller’s failure to be borne by comply with Purchaser’s instructions with respect thereto. Notwithstanding anything contained herein to 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 shall require an Approval as described above in this Section 2.10 shall be made subject to such Approval being obtained. (g) Following the Closing, for so long as Purchaser or transferred any of its Subsidiaries are parties to any Primary Shared Contracts and provide Seller or any of its Subsidiaries any claims, rights and benefits of any such Primary Shared Contract pursuant to an arrangement described in Section 2.10(e), (i) Purchaser and its Subsidiaries shall operate under such Primary Shared Contracts in a manner consistent in all material respects with the manner in which Purchaser and its Subsidiaries operate under their other Contracts, subject to the applicable Designated reasonable instructions of the Purchaser and its affiliates to the extent such rights are instructions relate to the part of the Primary Shared Contract not related to the Triage Business, (ii) Purchaser and its Subsidiaries shall provide Seller with all of the benefits (including monies paid) with respect to such Contracts (to the extent related to the Retained Business), and (iii) Seller shall indemnify and hold Purchaser, its applicable Subsidiaries and their respective controlled affiliates harmless from and against all Covered Losses incurred as a result of Purchaser’s post-Closing direct or indirect ownership, management or operation of any such Shared Contracts (only to the extent that such Covered Losses relate to the Retained Business) other than any Liability resulting from Purchaser’s failure to comply with Seller’s instructions with respect thereto. Notwithstanding anything contained herein to the contrary, any transfer or assignment to Seller of 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. (h) Prior to the Closing, to the extent Purchaser designates certain Contracts as Excluded Assets pursuant to Section 2.5(p) (“Designated Contract

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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ (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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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, 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ (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 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ (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 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ (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 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ (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, 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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, 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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, 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ (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, 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ (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 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ (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 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ (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.