Common use of Post-Closing Clause in Contracts

Post-Closing. (a) During the thirty-six (36) month period after the Closing, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty (30) days after the Closing, any finished goods inventory and additional components (i) that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership of the Constructed BPL Network in the 2008 calendar year, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Network.

Post-Closing. (a) During In the thirty-six (36) month period event Magellan, any Subco, or any other subsidiary of Magellan other than Green Spring at any time or from time to time from and after Closing desires to acquire any New Facilities, which Magellan or such subsidiary intends to own and/or operate in a manner substantially similar to the ClosingFacilities, the Purchaser shall have a right of first refusal to acquire such New Facility upon the reasonable request by Oncor, CURRENT terms and conditions hereinafter set forth. The Purchaser shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than have thirty (30) days after the Closing, receipt from Magellan of a copy of an executed letter of intent with a seller of any finished goods inventory and additional components (i) that are located outside such New Facility to notify Magellan of its election to exercise such right of first refusal. The Purchaser's failure so to notify Magellan shall be deemed to be a waiver of the United States Purchaser's right to exercise its right of first refusal with respect to the New Facility that was the subject of Magellan's notice; however, the Purchaser's failure so to notify Magellan shall not be deemed to be a waiver of any of the Purchaser's rights or remedies under the noncompetition or other provisions of the Transaction Documents or a waiver of its rights with respect to any future New Facility. If the Purchaser elects not to exercise such right of first refusal, Magellan may close and consummate such transaction on substantially the terms as set forth in the letter of intent, subject to compliance with the applicable provisions of the other Transaction Documents. If Magellan acquires any such New Facility, then simultaneously with closing of such acquisition Magellan shall enter into a management agreement with OpCo covering such New Facility, pursuant to which OpCo shall manage and operate such New Facility in exchange for payment by Magellan to OpCo of OpCo's costs plus a fair market value management fee. Magellan shall negotiate such management fee with OpCo in good faith. If Magellan and OpCo are unable to agree upon a fair market value management fee, then such dispute shall be delivered resolved by Seller appraisal in the manner provided for determining the Fair Market Value of the Franchise (as such terms are defined in the Franchise Agreement), as set forth in Section 4.4 of the Franchise Agreement, except that the term "Qualified Appraiser" used therein, for purposes of determining a fair market value management fee pursuant to Buyer this Section 14.2, shall have the meaning given such term in DallasSection 14.1(a) hereof. If the Purchaser exercises its right of first refusal, Texasthe Purchaser shall be obligated to acquire the New Facility on the terms set forth in the letter of intent; provided, however, that the Purchaser's exercise of such right shall be conditioned upon (1) the Purchaser's and OpCo's execution at or as of the closing of the acquisition of such New Facility of an amendment to the Master Facilities Lease adding such New Facility to the leased premises thereunder and adjusting the rent payable thereunder appropriately (with the rent payable for such New Facility to be determined on the same basis as the rent payable for the Facilities during the initial Lease Year, as defined in the Facilities Lease, escalating on the same basis as the rent payable for the Facilities), and (ii2) that are located inside Magellan's and OpCo's execution at or as of the United States shall closing of the acquisition of such New Facility of (A) an amendment to the Master Franchise Agreement adding such New Facility to the facilities covered thereby and adjusting the franchise fee payable thereunder appropriately (with the franchise fee payable for such New Facility to be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes determined on the same basis as the franchise fee payable for the Facilities during the first and freight for any material not located second Contract Years (as defined in the United States Franchise Agreement), escalating on the date same basis as the franchise fee payable for the Facilities), and (B) a Subsidiary Franchise Agreement covering such New Facility, upon substantially the same terms and conditions as the Subsidiary Franchise Agreement covering each of the other Facilities. Notwithstanding anything set forth in this Agreement to the contrary, the provisions of this Agreement. Any dollar amount shortfall resulting from Section 14.2 shall survive Closing for a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership of the Constructed BPL Network in the 2008 calendar year, such share being equivalent to the percentage that is period equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount term of the personal property tax liability for such calendar yearFacilities Lease, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Networkincluding all extensions and renewals thereof.

Post-Closing. (ai) During Following the thirty-six (36) month period after Closing Date, Buyer shall, and shall cause the ClosingAcquired Companies to, allow Seller, upon one (1) Business Day’s prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller’s expense, of the books and records of the Acquired Companies, and (y) reasonable request by Oncoraccess to Buyer’s and the Acquired Companies’ employees, CURRENT shall provide in the case of either clause (x) or (y), for the Constructed BPL Networkpreparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the Assumed Contracts timely preparation pursuant to Seller’s then-current schedule and Transferred Permitsfiling of Seller’s current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the software that is the subject of the License AgreementAcquired Companies’, any operational information affiliates, employees and details, construction and installation information, and equipment and component information representatives to (A) reasonably required cooperate with Seller in connection with the operation foregoing and control (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Constructed BPL Network; provided that this Section 1.5(aClosing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) is years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not intended to be a replacement for Training Services set forth on Schedule C to unreasonably interfere with the Sales Agreementbusiness operations of Buyer, any Acquired Company or any of their respective successors. (bii) No later than thirty Following the Closing Date, Seller shall allow Buyer, upon one (301) days Business Day’s prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer’s expense, of the books and records of Seller retained by Seller and maintained by Seller after the ClosingClosing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller’s employees, any finished goods inventory and additional components in the case of either clause (ix) that are located outside or (y), for the review of the United States shall be delivered by Seller to Buyer in Dallas, TexasJune Financial Statements, and (ii) that are located inside any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of the United States shall be retrieved by Buyer from Sellerany third-party litigation. Seller shall pay all customs dutiescause its affiliates, import taxes employees and freight representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory examination and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved copying by Buyer shall be payable by Seller upon ten for a period of not less than six (106) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership of the Constructed BPL Network in the 2008 calendar year, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall be attributable to not unreasonably interfere with the Seller); provided that each party provides the other with a copy business operations of Seller or any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Networksuccessors.

Post-Closing. (ai) During Following the thirty-six (36) month period after Closing Date, Buyer shall, and shall cause the ClosingAcquired Companies to, allow Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable request by Oncoraccess to Buyer's and the Acquired Companies' employees, CURRENT shall provide in the case of either clause (x) or (y), for the Constructed BPL Networkpreparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the Assumed Contracts timely preparation pursuant to Seller's then-current schedule and Transferred Permitsfiling of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the software that is the subject of the License AgreementAcquired Companies', any operational information affiliates, employees and details, construction and installation information, and equipment and component information representatives to (A) reasonably required cooperate with Seller in connection with the operation foregoing and control (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Constructed BPL Network; provided that this Section 1.5(aClosing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) is years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not intended to be a replacement for Training Services set forth on Schedule C to unreasonably interfere with the Sales Agreementbusiness operations of Buyer, any Acquired Company or any of their respective successors. (bii) No later than thirty Following the Closing Date, Seller shall allow Buyer, upon one (301) days Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the ClosingClosing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, any finished goods inventory and additional components in the case of either clause (ix) that are located outside or (y), for the review of the United States shall be delivered by Seller to Buyer in Dallas, TexasJune Financial Statements, and (ii) that are located inside any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of the United States shall be retrieved by Buyer from Sellerany third-party litigation. Seller shall pay all customs dutiescause its affiliates, import taxes employees and freight representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory examination and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved copying by Buyer shall be payable by Seller upon ten for a period of not less than six (106) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership of the Constructed BPL Network in the 2008 calendar year, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall be attributable to not unreasonably interfere with the Seller); provided that each party provides the other with a copy business operations of Seller or any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Networksuccessors.

Post-Closing. (a) During the thirty-six As soon as reasonably practicable, but in no event later than ninety (3690) month period days after the ClosingClosing Date, upon Purchaser may prepare and cause to be delivered to Parent a statement (the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject “Final Closing Statement”) setting forth Purchaser’s calculations of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control Net Current Liabilities as of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales AgreementClosing. (b) No later than If Purchaser does not deliver a Final Closing Statement there shall be no further adjustments under this Section 6.10 with respect to Net Current Liabilities (c) Upon receipt of the Final Closing Statement and calculation of the Net Current Liabilities, Parent and its accountants (subject to reasonable confidentiality restrictions) shall be permitted during the succeeding thirty (30) day period (the “Review Period”) reasonable access during business hours to the personnel of Company and its Affiliates, and any documents, schedules or workpapers used by Purchaser in the preparation of the Final Closing Statement and in calculating Net Current Liabilities. (d) If Parent disagrees with Purchaser’s calculation of Net Current Liabilities, on or prior to the last day of the Review Period, Parent shall notify Purchaser in writing of such disagreement which notice shall set forth any such disagreement (the “Objection Notice”). If Parent fails to deliver the Objection Notice within the Review Period, Purchaser’s calculation of the Net Current Liabilities shall be deemed to have been accepted by Parent and shall be final and binding. If Parent delivers the Objection Notice within the Review Period, subject to Section 6.10(e) below, Purchaser and Parent shall negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by Purchaser and Parent shall be final and binding upon the parties hereto. (e) If Purchaser and Parent are unable to resolve any disagreement as contemplated by Section 6.10(d) within forty five (45) days after delivery of the Objection Notice, then Purchaser and Parent shall engage the dispute resolution group of a nationally recognized independent public accounting firm or financial consulting firm mutually agreed upon by the Purchaser and Parent (the “Independent Auditor”), who shall, acting as experts and not as arbitrators, resolve the dispute set forth in the Objection Notice. The fees, costs and expenses of the Independent Auditor shall be borne by the parties in proportion to the relative amount each party’s determination has been modified pursuant to such expert’s decision. (f) The parties shall instruct the Independent Auditor to consider only those items and amounts which are identified in the Objection Notice as being items which Purchaser and Parent are unable to resolve. Further, the Independent Auditor’s determination shall be based solely on the relevant work papers and books and records relating to the Company and oral presentations and written information provided by Purchaser and Parent, which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review), and the Independent Auditor shall not conduct additional discovery in any form. (g) The parties shall jointly instruct the Independent Auditor to make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after the Closing, any finished goods inventory and additional components its engagement (i) that are located outside whether the Estimated Closing Statement, the Final Closing Statement and the respective Net Current Liabilities derived from each of such statements were prepared in accordance with the United States shall be delivered by Seller to Buyer in Dallasterms of this Agreement or, Texasalternatively, and (ii) that only with respect to the disputed items submitted to the Independent Auditor, whether and to what extent (if any) the Net Current Liabilities require adjustment, in each case, together with a written explanation in reasonable detail of each such required adjustment, including the basis therefor. The Independent Auditor shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 6.10 are located inside exclusive and, except as set forth below, the determination of the United States Independent Auditor shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes final and freight for any material not located in the United States binding on the date parties. The decision rendered pursuant to this Section 6.10(g) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this AgreementSection 6.10(g). Any dollar amount shortfall resulting from The other party’s only defense to such a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to request for specific enforcement or retrieved by Buyer other legal action shall be payable fraud by Seller or upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership of the Constructed BPL Network in the 2008 calendar yearIndependent Auditor. Absent such fraud, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse the party seeking enforcement for its expenses related to such party for such amounts paid that are attributable to its ownership enforcement. (h) Upon the determination, in accordance with this Section 6.10, of the Constructed BPL Networkfinal calculation of Net Current Liabilities and notwithstanding any limitation to the contrary set forth in ARTICLE 9 below: (i) if such finally determined Net Current Liabilities amount is greater than the Estimated Net Current Liabilities, then Parent shall pay or cause to be paid, to Purchaser, the amount by which the final Net Current Liabilities is greater than the Estimated Net Current Liabilities; and (ii) if such finally determined Net Current Liabilities amount is less than the Estimated Net Current Liabilities, then Purchaser shall pay or cause to be paid to Parent the amount by which the final Net Current Liabilities is less than the Estimated Net Current Liabilities.

Post-Closing. The Parties acknowledge that their intent is not to invoice or xxxx the other Party for cash calls or joint interest xxxxxxxx (a“JIB(s)”) During with respect to any well proposed to be drilled or well then currently conducting drilling and/or completion operations on the thirty-six Subject Leases. However, if an Assignor is assigning a portion of the Subject Leases to the Assignee for which the Assignor has received revenues and/or made JIB payments and/or payments for drilling, completion or other costs associated with oil and gas operations involving such portion of the Subject Leases, the following shall apply: To the extent previously paid by Assignor, the Assignee, as applicable, shall refund to the Assignor the sum of all prepayments, cash calls and/or JIB(s), as well as other drilling and completion payments (36herein “Payments”) month period after made, net of all revenues received, in connection with such portion of the Subject Leases as to periods subsequent to the Effective Date. Notwithstanding the foregoing, the Parties shall not be required to refund any prepayments, cash calls or other payments (or revenues) with respect to that Party’s interest in and to the Excluded Wellbores or the Excluded Assets; provided, however, for the avoidance of doubt, that income, franchise, and similar Taxes of Assignor shall not be borne by Assignee. The Parties agree that the intent of this procedure (as practically as possible) is to “undo” the direct cash flows for periods subsequent to the Effective Date, which the Assignor incurred as a result of participating as a working interest owner in operations involving the Subject Leases assigned to the Assignee at Closing, upon unless such direct cash flows are with respect to the reasonable request relevant Party’s interest in and to the Excluded Wellbores or the Excluded Assets. Any and all payments or refunds due to a Party hereunder shall be paid within one hundred and fifty (150) days of the date of execution and delivery of the Assignments described in Paragraph 3.4 herein by Oncorwire transfer of certified funds: Except as otherwise provided in this Agreement, CURRENT all costs, expenses, disbursements, and obligations attributable to the Subject Leases for periods of time prior to the Effective Date shall be the obligation of the applicable Assignor, and such Assignor shall promptly pay, or if paid by Assignee, promptly reimburse Assignee for and hold Assignee harmless from and against same under the Closing Settlement Statement and Post-Closing Settlement Statement mechanism below. At least five (5) business days prior to Closing, ___________ shall provide for ___________ with a closing settlement statement covering all adjustments, without duplication, to be made at Closing under this transaction in substantially the Constructed BPL Networksame form and content as Exhibit “F” (the “Closing Settlement Statement”). To the extent available, the Assumed Contracts actual numbers shall be used. If not available, ___________ shall use reasonable and Transferred Permits, and the software that is the subject good faith estimates of the License Agreementsame, any operational information and details, construction and installation information, and equipment and component information reasonably required which estimates shall be adjusted to take into account actual numbers in connection with the operation Closing Settlement Statement. ___________ may then respond with any comments within two (2) business days prior to Closing; provided, however, that failure to dispute or revise any adjustment shall not waive or otherwise preclude ___________ from commenting on such adjustments in the Post-Closing Settlement Statement. In preparing the Closing Settlement Statement, ___________ and control ___________ shall have no obligation to make an accrual for revenues not received as of the Constructed BPL Network; provided that this Section 1.5(aClosing. Within ninety (90) is not intended days after Closing, ___________ shall provide ___________ with a settlement statement covering all adjustments, without duplication, to be a replacement for Training Services set forth on Schedule C made pursuant to this Agreement, in substantially the Sales Agreement. same form and content as Exhibit “G” (b) No later than the “Post-Closing Settlement Statement”). ___________ shall have thirty (30) days to review and provide comments on the Post-Closing Settlement Statement. The Parties shall then agree upon the Post-Closing Settlement Statement within sixty (60) days from receipt by ___________. To the extent that no post-closing adjustment is necessary, ___________ may notify ___________ of such in writing within ninety (90) days after the Closing, any finished goods inventory and additional components ___________ shall have thirty (i30) that are located outside of the United States shall be delivered by Seller days to Buyer in Dallas, Texas, and respond with its own Post-Closing Settlement Statement (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date of this Agreementevent that ___________ does not agree that a Post-Closing Settlement Statement is not necessary). Any dollar amount shortfall resulting from The Parties shall then negotiate in good faith in an attempt to agree upon a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten mutually acceptable Post-Closing Settlement Statement within sixty (1060) days from ___________’s notice from Buyerto ___________. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership of the Constructed BPL Network in the 2008 calendar year, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Network.

Post-Closing. After the Closing Date, Purchaser will: (a) During Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to the thirty-six (36) month Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the ClosingClosing Date, upon at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the reasonable request by Oncor, CURRENT Hospital. Seller shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject have a period of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the Closingevent Seller elects to do so, any finished goods inventory and additional components (i) that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all customs dutiesof such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, import taxes complete and freight evidence the transaction provided for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the Constructed BPL Network in the 2008 calendar yearparties, such share being equivalent to the percentage that is equal to the number have not been fully performed as of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to and the Seller); provided that each party provides the other with a copy performance of any tax invoice for such personal property tax promptly after receiving such invoice; providedwhich, further, that if either party pays the full amount by written agreement of the personal property tax liability for parties, has been extended until after the Closing Date. (d) To provide such calendar yearnotice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital, the other party shall reimburse such party for such amounts paid that are attributable consent of which was not required as a condition to its ownership of the Constructed BPL NetworkClosing but notice to which is required or recommended after Closing.

Post-Closing. After the Closing Date, Purchaser will: (a) During Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to the thirty-six (36) month Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the ClosingClosing Date, upon at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the reasonable request by Oncor, CURRENT Hospital. Seller shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject have a period of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the Closingevent Seller elects to do so, any finished goods inventory and additional components (i) that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all customs dutiesof such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, import taxes complete and freight evidence the transaction provided for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the Constructed BPL Network in the 2008 calendar yearparties, such share being equivalent to the percentage that is equal to the number have not been fully performed as of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To the extent permitted by law, Seller and the staff physicians of the Facilities employed by Seller prior to the Closing Date (but in the case of such staff physicians only as necessary for the further care of their patients and the defense of litigation) shall be attributable entitled, after the Closing Date, during normal business hours of the Facilities and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the patient records, including the medical records and medical charts of any patient admitted to the Seller); provided that each party provides Facilities on or before the other Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller shall be entitled to remove from the Facilities any such record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in writing prior to removal by an officer of Seller or counsel retained by Seller in connection with such litigation, and only prior to making a copy of any tax invoice thereof, at Seller's cost and expense, for retention at the Facilities. Any record or chart so removed by Seller from the Facilities shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide such personal property tax promptly notice as may be required after receiving such invoice; provided, further, that if either party pays Closing to each regulatory authority having jurisdiction over the full amount of the personal property tax liability for such calendar yearFacilities, the other party shall reimburse such party for such amounts paid that are attributable consent of which was not required as a condition to its ownership of the Constructed BPL NetworkClosing but notice to which is required or recommended after Closing.

Post-Closing. Sellers and Alterra covenant and agree that, after the Closing Date, they will: (a) During At no cost to Sellers or Alterra, reasonably cooperate with Purchaser if Purchaser is required to include audited financial statements with respect to the thirty-six (36) month period after the Closing, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required Facilities in connection its filings with the operation Securities and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement.Exchange Commission; (b) No later than thirty Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, reasonably may be necessary to assure, complete and evidence the transfer and conveyance of Sellers' Assets as contemplated by this Agreement; (30c) File the annual cost reports for the Facilities currently within the periods required by Medicare, Medicaid and any other third party payor and provide any additional documentation to support the amounts claimed under such cost reports within such time periods; (d) Furnish to Purchaser on or before July 31, 1999, with respect to those Construction Facilities for which a certificate of occupancy has not been issued by such date, the written agreements of the construction manager or general contractor(s), as the case may be, and the architect and/or engineer, each in form and substance acceptable to Purchaser, that such construction manager, general contractor, architect and/or engineer will, at the request of Purchaser and upon payment of amounts payable under the contract, continue performance of the contract notwithstanding any default of Sellers under such contract and, with respect to the agreement to be executed by the architect and/or engineer, that Purchaser will have the unrestricted use of the Plans and Specifications without additional charge; (e) Within 90 days after of Portfolio Stabilization, deliver to Purchaser the ClosingPortfolio Stabilization Appraisal; (f) Furnish to Purchaser on or before July 31, any finished goods inventory 1999, a final "as built" survey of each Completed Facility prepared and additional components certified in accordance with the Survey Requirements; (g) Furnish to Purchaser within 45 days of the Completion Date of each Construction Facility, a final "as built" survey prepared in accordance with the Survey Requirements; (h) Prior to the completion of construction of the Construction Facilities, maintain (or cause Lessee to maintain) the Construction Insurance on Construction Facilities; and (i) that are located outside Furnish to Purchaser on or before June 30, 1999, the form of Resident Agreement for the Completed Facilities; and (j) Furnish to Purchaser within 45 days of the United States shall be delivered by Seller Completion Date of each Construction Facility, the form of Resident Agreement for the Completed Facilities; and (k) Furnish to Buyer in Dallas, Texas, and (ii) that are located inside Purchaser with 60 days of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership of the Constructed BPL Network in the 2008 calendar year, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with Agreement a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL NetworkIndiana Facility License.

Post-Closing. Such Seller covenants and agrees that, after the Closing Date, it will: (a) During At no cost to such Seller, reasonably cooperate with Purchaser if Purchaser is required to include audited financial statements with respect to the thirty-six Facility currently owned by such Seller in Purchaser's filings with the Securities and Exchange Commission, provided, however, that Purchaser shall protect, indemnify, save harmless and defend Sellers, their principals, officers, directors and agents and employees from and against all liabilities, claims, damages, penalties, causes of action, costs and expenses (36including, without limitation, reasonable attorneys' fees and expenses), to the extent permitted by law, imposed upon or incurred by or asserted against them by a third party or parties as a result of the publication of any such audited financial statements by or at the direction of Purchaser, but not against any such liabilities, claims, damages, penalties, causes of action, costs or expenses as may be suffered by Sellers, their principals, officers, directors and agents and employees in or as a result of any action or proceeding with respect to any such audited financial statement (i) month period in which a judgment is entered against any IHS, Lyric, Lyric Holdings, any Seller or any principal, officer, director, agent or employee thereof, or (ii) is settled in whole or in part on the basis of a payment of Ten Thousand ($10,000.00) Dollars or more to the claimant or moving party in such proceeding by IHS, Lyric, Lyric Holdings, any Seller or any principal, officer, director, agent or employee thereof alone or in combination with any payment made by IHS, Lyric, Lyric Holdings, any Seller or any principal, officer, director, agent or employee thereof (and as to expenses previously paid by Purchaser pursuant to the foregoing indemnity prior to an event described in (i) or (ii), above, Seller shall repay such expenses promptly after the Closing, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement.event specified); (b) No later than thirty (30) days after the ClosingTake such actions and properly execute and deliver to Purchaser such further instruments of assignment, any finished goods inventory conveyance and additional components (i) that are located outside of the United States shall be delivered by Seller to Buyer in Dallastransfer as, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on reasonable opinion of counsel for Purchaser and such Seller, reasonably may be necessary to assure, complete and evidence the date transfer and conveyance of Sellers' Assets as contemplated by this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity Agreement so long as no additional liability or material additional expense is incurred by such Seller by its execution of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer.such instruments; and (c) Each File the annual cost reports for the Facility currently owned by such Seller within the periods required by Medicare, Medicaid and any other third party will pay (payor and be liable for) its proportionate share of personal property tax attributed provide any additional documentation to its respective ownership of support the Constructed BPL Network in the 2008 calendar year, amounts claimed under such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for cost reports within such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Networktime periods.

Post-Closing. The Company covenants and agrees that, within five (a5) During Business Days following the thirty-six (36) month period after the Closing, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Networkdate hereof, the Assumed Contracts Company, NAYA and Transferred Permitstheir respective Subsidiaries shall execute and deliver, or cause to be executed and the software that is the subject of the License Agreementdelivered, any operational information and details, construction and installation information, and equipment and component information to Holder such documents as Holder may reasonably required request in connection with the operation and control exchange of the Constructed BPL Network; provided that NAYA Debenture for this Debenture and the INVO Preferred Stock (as defined in the NAYA Debenture), including, without limitation, a Subsidiary Guarantee from NAYA, an Additional Debtor Joinder to the Security Agreement from the Company and each of its Subsidiaries (pursuant to which, among other things, the Company and its Subsidiaries will grant security interests to the Holder in all of its assets, including without limitation all assets in which the Company and/or its Subsidiaries has granted security interests to Decathlon Alpha V, L.P. (“Decathlon”) in connection with the loan facility extended by Decathlon to the Company (the “Decathlon Facility”), a legal opinion from counsel to NAYA, an intercreditor agreement among Decathlon, the Company and/or its Subsidiaries and the Holder, and subordination agreements among the Company and/or its Subsidiaries, any other lender or creditor of the Company and/or its subsidiaries, and the Holder similar to the subordination agreements entered into in connection with the Decathlon Facility, in each case, in form and substance reasonably satisfactory to Holder. Any failure to satisfy any requirement of this Section 1.5(a12 within five (5) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty (30) days Business Days after the Closingdate hereof shall constitute an immediate Event of Default, any finished goods inventory unless the Company has delivered a request for the Loan pursuant to Section 13, in which case the execution and additional components (i) that are located outside delivery of the United States documents requested pursuant to this Section 12 shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside at a closing of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity Loan against delivery of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered Loan funds pursuant to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from BuyerSection 13. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership of the Constructed BPL Network in the 2008 calendar year, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Network.

Post-Closing. (a) During Concurrently with the thirty-six (36) month period after consummation of the Closing, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL NetworkMDA Sale Transactions, the Assumed Contracts and Transferred Permits, Administrative Agent and the software that is the subject Lenders shall have received a certificate of an Authorized Officer of the License Agreement, any operational information Borrower dated as of such date (i) certifying that the MDA Sale Transactions were consummated and details, construction (ii) attaching true and installation information, and equipment and component information reasonably required in connection with the operation and control correct copies of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to Definitive Agreements and the Sales MDA Security Documents (other than the MDA Security Agreement). (b) No later than thirty (30) days after Concurrently with the Closingconsummation of the MDA Sale Transactions, any finished goods inventory the Borrower shall deliver to the Administrative Agent and additional components Lenders, a pro forma business plan for the next twelve months that (i) that are located outside has been approved by the Borrower’s Board of Directors, (ii) is consistent with the United States shall be delivered by Seller to Buyer Borrower’s focus on the core development of Products (as defined in Dallas, Texasthe LOI), and (iiiii) that are located inside of is reasonably satisfactory to the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from BuyerLenders. (c) Each party will pay Within four (and be liable for4) its proportionate share of personal property tax attributed to its respective ownership Business Days of the Constructed BPL Network consummation of the MDA Sale Transactions (i) the SatixFy Share Issuance shall have occurred and (ii) the Borrower shall have delivered a written confirmation to Lenders with respect to tax requirements in connections with the 2008 calendar yearSatixFy Share Issuance, such share being equivalent in a form substantially similar to what was delivered on the Effective Date, and the Lenders shall have provided notice, which may be by email, to the percentage that is equal Administrative Agent confirming such issuance. (d) Within one (1) Business Day after the Amendment Effective Date, Borrower shall have paid in immediately available funds, all reasonable and documented costs and expenses of the Administrative Agent and the Lenders party hereto in an amount not to exceed $75,000, and the reasonable documented fees and disbursements of counsel to the number Administrative Agent and the Lenders party hereto, in connection with the negotiation, preparation, execution and delivery of days it owned this Amendment and any other documents to be delivered in connection herewith on the Constructed BPL Network in Amendment Effective Date or after such date. (e) By June 7, 2023, the 2008 calendar year divided by 366 (provided that Borrower shall have received the Closing Date shall be attributable Advance Payment, and delivered a written confirmation to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount Lenders (which may be by email) of the personal property tax liability for receipt of such calendar yearpayment. (f) Notwithstanding anything herein or in any other Loan Document to the contrary, the other party shall reimburse such party for such amounts paid that are attributable to its ownership failure of the Constructed BPL NetworkBorrower to satisfy any of the obligations in this Section 5 within the time period set forth herein shall automatically result in an Event of Default.

Post-Closing. The Borrower hereby agrees that: (a) During the thirty-six (36) month period after the Closing, upon the it shall use commercially reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts efforts to obtain Collateral Access Agreements at all locations where it holds any Collateral and Transferred Permits, and the software that is the subject of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty within sixty (3060) days after the Closing, any finished goods inventory and additional components (i) that are located outside of the United States Closing Date (or such later date agreed to in writing by the Administrative Agent in its sole discretion), the Borrower shall cause the Collateral Intercreditor Agreement (Lien Priorities) to be delivered entered into on terms and conditions acceptable to the Administrative Agent (including, without limitation, the acknowledgement and agreement of the Borrower, the special purpose entities owned by Seller to Buyer in Dallas, Texasthe Borrower or owed by such special purpose entities on the execution date thereof, and (ii) that are located inside each of the United States secured creditors thereof, that regardless of the time or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, or any other priority provided by law or otherwise, the Administrative Agent shall be retrieved by Buyer have a first and prior security interest in all now owned or existing or hereafter created, acquired or arising assets of the Loan Parties from Sellertime to time granted to it unless the Administrative Agent has provided the relevant purchaser or such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed or such other arrangement as is acceptable to the Administrative Agent in its sole discretion that addresses Lien priorities to its satisfaction). Seller shall pay If the post closing condition set forth in clause (b) above is not satisfied, in addition to any Event of Default arising therefrom, the Required Lenders may, at any time with prior written notice to the Borrower, terminate the remaining Commitments and all customs duties, import taxes and freight for any material not located in other obligations of the United States Lenders hereunder on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described stated in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer such notice (which shall in no event be payable by Seller upon sooner then ten (10) days Business Days after the date of such notice). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership of the Constructed BPL Network in the 2008 calendar year, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Networkkind.

Post-Closing. After the Closing Date, Purchaser will: (a) During Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to the thirty-six (36) month Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the ClosingClosing Date, upon at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the reasonable request by Oncor, CURRENT Hospital. Seller shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject have a period of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the Closingevent Seller elects to do so, any finished goods inventory and additional components (i) that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all customs dutiesof such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, import taxes complete and freight evidence the transaction provided for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the Constructed BPL Network in the 2008 calendar yearparties, such share being equivalent to the percentage that is equal to the number have not been fully performed as of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To the extent permitted by law, Seller and the staff physicians of the Hospital employed by Seller or the Partnership prior to the Closing Date (but in the case of such staff physicians only as necessary for the further care of their patients and the defense of litigation) shall be attributable entitled, after the Closing Date, during normal business hours of the Hospital and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the patient records, including the medical records and medical charts of any patient admitted to the Seller); provided that each party provides Hospital on or before the other Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller shall be entitled to remove from the Hospital or a Clinic any such record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in writing prior to removal by an officer of Seller or counsel retained by Seller in connection with such litigation, and only prior to making a copy of thereof, at Seller's cost and expense, for retention at the Hospital. Any record or chart so removed by the Hospital shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide any tax invoice and all working capital loans required for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount day to day operations of the personal property tax liability for Hospital by the Corporation. (f) Provide such calendar yearnotice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital, the other party shall reimburse such party for such amounts paid that are attributable consent of which was not required as a condition to its ownership Closing but notice to which is required or recommended after Closing, including, but not limited to, JCAHO and CARF. (g) Not to use the Seller's name in connection with the operation of the Constructed BPL NetworkHospital other than as specifically authorized by Paragraph 9.03(f).

Post-Closing. (a) During the thirty-six (36) month period after the Closing, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty (30) 45 days after the ClosingEffective Date, any finished goods inventory the Borrower shall deliver to the Agent fully executed Deposit Account Control Agreements with respect to the accounts listed on Schedule 5.14, each such agreement to be in form and additional components substance satisfactory to the Agent. (i) that are located outside The Lenders hereby authorize the Agent, in its sole discretion and from time to time, to enter into one or more Additional Encumbrance Letters pursuant to which the Liens and other title defects referred to therein shall, to the extent set forth therein, constitute Permitted Liens for purposes hereof. The Lenders confirm and agree, without limiting the generality of the United States exculpatory provisions of Article 9, that in the absence of gross negligence or willful misconduct, the Agent shall not be delivered by Seller liable to Buyer in Dallas, Texas, any Lender on account of entering into any Additional Encumbrance Letter and any consequences thereof. (ii) that are located inside The Borrower shall comply with the provisions of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyereach Additional Encumbrance Letter. (c) Each As soon as practicable but in no event later than 90 days after the Effective Date, the Borrower shall deliver, or shall cause to be delivered, to the Agent: (i) with respect to each Owned Property, a signed counterpart of a Fee Mortgage (or an amendment to the applicable fee mortgage delivered to the Agent with respect thereto pursuant to the Exit Facility), in either case in proper form for recording in the relevant jurisdiction, together with evidence satisfactory to the Agent that such Fee Mortgage (or amendment) will be recorded promptly thereafter and that any related intangibles, mortgage recording (if any) or similar taxes will be paid in connection with such recording; (ii) with respect to each Initial Master Lease Property and each Other Leased Property, a signed counterpart of a Leasehold Mortgage (or an amendment to the applicable leasehold mortgage delivered to the Agent with respect thereto pursuant to the Exit Facility), in either case together with (except in the case of the Escrowed Properties) evidence satisfactory to the Agent that such Leasehold Mortgage (or amendment) will be recorded promptly thereafter and that any related intangibles, mortgage recording (if any) or similar taxes will be paid in connection with such recording; (iii) with respect to each Owned Property, Initial Master Lease Property and Other Leased Property (other than any Escrowed Property), a lender’s title insurance policy insuring the Mortgage (or amendment) relating to such property (or a “date-down” endorsement to the title insurance policy delivered to the Agent with respect thereto pursuant to the Exit Facility), each such policy (or endorsement) to be in form and substance reasonably satisfactory to the Agent; (iv) with respect to each Owned Property, Initial Master Lease Property and Other Leased Property (other than any Escrowed Property), any legal opinion or other document (including any necessary Ventas or other third party consent obtainable upon using commercially reasonable efforts) as the Agent may reasonably request relating to the existence of the relevant Lien Grantor, the corporate or other authority for and validity of the Collateral Documents applicable thereto, the creation and perfection of the Lien purportedly created thereby and any other matters relevant thereto, all in form and substance satisfactory to the Agent; (v) all UCC financing statements reasonably requested by the Agent to perfect its security interests in the Collateral referred to above and evidence satisfactory to the Agent that such UCC financing statements will pay be filed promptly thereafter and that any related filing fees or similar charges or taxes will be paid by the Credit Parties in connection with such filing; and (vi) evidence in form and substance reasonably satisfactory to the Agent that each fee and leasehold mortgage delivered pursuant to the Senior Secured Notes Facility shall have been discharged. (d) As soon as practicable but in no event later than 90 days after the Effective Date, the Agent shall have received, with respect to each Owned Property, an appraisal performed by a certified or licensed appraiser conforming to the applicable requirements of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and the regulations thereunder, the Borrower to be responsible for the costs of each such appraisal. (i) The Lenders hereby authorize the Agent, in its sole discretion and from time to time, to enter into one or more amendments to or amendments and restatements of the Escrow Agreement to provide for escrow arrangements relating to the Escrowed Properties. The Lenders confirm and agree, without limiting the generality of the exculpatory provisions of Article 9, that in the absence of gross negligence or willful misconduct, the Agent shall not be liable forto any Lender on account of entering into any such amendment or amendment and restatement and any consequences thereof. (ii) The Borrower will use its proportionate share commercially reasonable efforts to obtain the landlord consents, memoranda of personal property tax attributed to its respective ownership of leases, subordination and non-disturbance agreements and other documents contemplated by the Constructed BPL Network in the 2008 calendar year, such share being equivalent Escrow Agreement and provide evidence to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL NetworkAgent thereof.

Post-Closing. After the Closing Date, Purchaser will: (a) During Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns, cost reports or other filings filed prior to or subsequent to the thirty-six (36) month Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the ClosingClosing Date, upon at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the reasonable request by Oncor, CURRENT Hospital. Seller shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject have a period of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the Closingevent Seller elects to do so, any finished goods inventory and additional components (i) that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all customs dutiesof such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, import taxes complete and freight evidence the transaction provided for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the Constructed BPL Network in the 2008 calendar yearparties, such share being equivalent to the percentage that is equal to the number have not been fully performed as of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To the extent permitted by law, Seller and the staff physicians of the Hospital employed by Seller or the Partnership prior to the Closing Date (but in the case of such staff physicians only as necessary for the further care of their patients and the defense of litigation) shall be attributable entitled, after the Closing Date, during normal business hours of the Hospital and the Clinics and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the patient records, including the medical records and medical charts of any patient admitted to the Seller); provided that each party provides Hospital or the other treated in a Clinic on or before the Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller shall be entitled to remove from the Hospital or a Clinic any such record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in writing prior to removal by an officer of Seller or counsel retained by Seller in connection with such litigation, and only prior to making a copy of thereof, at Seller's cost and expense, for retention at the Hospital or the Clinic, as applicable. Any record or chart so removed by the Hospital or any tax invoice Clinic shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide any and all working capital loans required for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount day to day operations of the personal property tax liability for Hospital and the Clinics by the Corporation. (f) Provide such calendar yearnotice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital, the other party shall reimburse such party for such amounts paid that are attributable consent of which was not required as a condition to its ownership Closing but notice to which is required or recommended after Closing, including, but not limited to, JCAHO and CARF. (g) Not to use the Seller's name in connection with the operation of the Constructed BPL NetworkHospital and the Clinics other than as specifically authorized by Paragraph 9.03(g). (h) Purchaser shall not renew the term of the Hospital Lease upon the expiration of the Initial Term thereof unless CMS is released from its Guaranty at the time of such renewal with respect to any obligations arising under the Hospital Lease during any and all renewal terms.

Post-Closing. (a) During the thirty-six (36) month period From and after the Closingclosing, upon O & G and San Xxxxxxx shall assume and perform their proportionate shares of the reasonable request by Oncor, CURRENT shall provide for obligations arising under the Constructed BPL NetworkDaybreak Leases, the Assumed Contracts Chevron Agreement and Transferred Permitsthe overriding royalty agreement with Xxxxx, et al. Daybreak shall assume and perform its proportionate share of the obligations arising under the O & G/San Xxxxxxx Leases, the Letter Agreement between Xxxx Xxx and San Xxxxxxx XX and the Geological/Geophysical Consulting Services Agreement with Keystone Diversified Energy, Inc. As among the Parties, operations shall be conducted by Daybreak under the existing Operating Agreement governing the Daybreak Leases, and a mutually-acceptable operating agreement covering the software that is O & G/San Xxxxxxx Leases. Should Chevron elect non-consent status to the subject drilling of a well, then Daybreak and O & G/San Xxxxxxx shall develop a mutually-agreeable operating agreement for all xxxxx to be drilled without Chevron participation. The Operating Agreement shall be of an AAPL 610 Model Form with “in or out” drilling non-consent penalties, no fault removal of operator by a majority in interest, fixed rate overhead election and deletion of the License Agreement, any operational information and details, construction and installation informationpreferential right to purchase. In the event Chevron shall elect non-consent status to the drilling of a well on a prospect within the Daybreak Leases, and equipment thereby forfeit its interest in such prospect, O & G and component information reasonably required in connection with San Xxxxxxx shall have the operation and control right to assume the Chevron interest as part of their respective ownerships, subject to an option on behalf of Daybreak to assume 25% of the Constructed BPL Network; provided that this Section 1.5(aChevron interest. Further, should any Party within three (3) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty (30) days after the Closing, any finished goods inventory and additional components (i) that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer years from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from , contract to acquire all or a discrepancy between portion of Chevron's interest in the quantity East Slopes Project, it shall promptly notify the other Parties and offer them the option to participate for a share of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller acquisition, based upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership of the Constructed BPL Network in the 2008 calendar yearproportions of 25% by Daybreak, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided 37.5% by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; providedO & G, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Networkand 37.5% by San Xxxxxxx.

Post-Closing. After the Effective Time, neither Buyer nor any of its Affiliates or Representatives shall undertake a Restricted Activity or cause or permit a Restricted Activity to be undertaken except as permitted in this Section 5.13.2. Buyer and its Affiliates and Representatives may undertake a Restricted Activity only on Fee Parcels, or cause or permit a Restricted Activity to be undertaken only on Fee Parcels, but only to the extent (a1) During required by an Environmental Law; (2) in response to a specific request of a Governmental Authority; (3) required during the thirtynormal course of business arising out of repairs, modifications, maintenance or construction activities that are conducted consistent with Buyer’s Intended Use and it is reasonably determined by Seller (or Seller’s Affiliates or Representatives) that it will not materially impact NewPage-six WI’s adjacent paper manufacturing facilities and equipment; or (364) month period after the Closingdue diligence conducted by a future prospective purchaser, upon the reasonable request investor or financing source provided such activity is conducted on a Remote Parcel and it is reasonably determined by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software Seller (or Seller’s Affiliates or Representatives) that is the subject of the License Agreement, any operational information and details, construction and installation information, it will not materially impact NewPage-WI’s adjacent paper manufacturing facilities and equipment and component information (each a “Permitted Restricted Activity”). In the event Seller (or Seller’s Affiliates or Representatives) reasonably required in connection with determines that the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended proposed activity to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (bundertaken under Section 5.13.2(3) No later than thirty (30or 5.13.2(4) days after the Closingwill materially impact NewPage-WI’s adjacent paper manufacturing facilities, any finished goods inventory and additional components (i) that are located outside of the United States shall be delivered as indicated by Seller Seller’s written objection to Buyer in Dallas, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon within ten (10) days notice Business Days after Seller’s receipt of written notification from Buyer. Buyer pursuant to Section 5.13.3 and a commercially reasonable alternative to the activity does not exist, then such activity shall be deemed a Permitted Restricted Activity. Seller’s failure to object to the proposed activity in writing within such ten (c10) Each party Business Day period shall indicate Seller’s determination that the proposed activity will pay (not materially impact NewPage-WI’s adjacent paper manufacturing facilities. Permitted Restricted Activities shall be conducted by Buyer in a commercially reasonable manner in an effort to minimize any material impact on NewPage-WI’s adjacent paper manufacturing facilities and equipment. An activity or communication will not be liable for) its proportionate share considered a Permitted Restricted Activity if it occurs as a result of personal property tax attributed to its respective ownership of the Constructed BPL Network a change in the 2008 calendar year, such share being equivalent use of a Project from a hydroelectric project to an alternative use and/or the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy removal of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL NetworkFee Parcel from a Project boundary as defined in any FERC License.

Post-Closing. After the Closing Date, Purchaser will: (a) During Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to the thirty-six (36) month Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the ClosingClosing Date, upon at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the reasonable request by Oncor, CURRENT Hospital. Seller shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject have a period of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the Closingevent Seller elects to do so, any finished goods inventory and additional components (i) that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all customs dutiesof such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, import taxes complete and freight evidence the transaction provided for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the Constructed BPL Network in the 2008 calendar yearparties, such share being equivalent to the percentage that is equal to the number have not been fully performed as of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To the extent permitted by law, Seller and the staff physicians of the Hospital employed by Seller prior to the Closing Date (but in the case of such staff physicians only as necessary for the further care of their patients and the defense of litigation) shall be attributable entitled, after the Closing Date, during normal business hours of the Hospital and the Clinics and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the patient records, including the medical records and medical charts of any patient admitted to the Seller); provided that each party provides Hospital or the other treated in a Clinic on or before the Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller shall be entitled to remove from the Hospital or a Clinic any such record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in writing prior to removal by an officer of Seller or counsel retained by Seller in connection with such litigation, and only prior to making a copy thereof, at Seller's cost and expense, for retention at the Hospital or the Clinic, as applicable. Any record or chart so removed by the Hospital or any Clinic shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital, the consent of any tax invoice for such personal property tax promptly which was not required as a condition to Closing but notice to which is required or recommended after receiving such invoice; providedClosing, furtherincluding, that if either party pays but not limited to, JCAHO and CARF. (f) Purchaser shall not renew the full amount term of the personal property tax liability for such calendar year, Hospital Lease upon the other party shall reimburse such party for such amounts paid that are attributable to its ownership expiration of the Constructed BPL NetworkInitial Term thereof unless CMS is released from its Guaranty at the time of such renewal with respect to any obligations arising under the Hospital Lease during any and all renewal terms.

Post-Closing. After the Closing Date, Purchaser will: (a) During Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns, cost reports or other filings filed prior to or subsequent to the thirty-six (36) month Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the ClosingClosing Date, upon at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the reasonable request by Oncor, CURRENT Hospital. Seller shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject have a period of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the Closingevent Seller elects to do so, any finished goods inventory and additional components (i) that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all customs dutiesof such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, import taxes complete and freight evidence the transaction provided for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the Constructed BPL Network in the 2008 calendar yearparties, such share being equivalent to the percentage that is equal to the number have not been fully performed as of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To the extent permitted by law, Seller and the staff physicians of the Hospital employed by Seller prior to the Closing Date (but in the case of such staff physicians only as necessary for the further care of their patients and the defense of litigation) shall be attributable entitled, after the Closing Date, during normal business hours of the Hospital and the Clinic and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the patient records, including the medical records and medical charts of any patient admitted to the Seller); provided that each party provides Hospital or the other treated in a Clinic on or before the Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller shall be entitled to remove from the Hospital or the Clinic any such record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in writing prior to removal by an officer of Seller or counsel retained by Seller in connection with such litigation, and only prior to making a copy of any tax invoice thereof, at Seller's cost and expense, for retention at the Hospital or the Clinic, as applicable. Any record or chart so removed by the Hospital or the Clinic shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide such personal property tax promptly notice as may be required after receiving such invoice; provided, further, that if either party pays Closing to each regulatory authority having jurisdiction over the full amount of the personal property tax liability for such calendar yearHospital, the other party shall reimburse such party for such amounts paid that are attributable consent of which was not required as a condition to its ownership of the Constructed BPL NetworkClosing but notice to which is required or recommended after Closing, including, but not limited to, JCAHO.

Post-Closing. Covenants The Parties agree as follows with respect to the period following the Closing. (a) During General In case at any time after the thirty-six Closing any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (36including the execution and delivery of such further instruments and documents) month period as any other Party may reasonably request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 8 below). The Sellers acknowledge and agree that from and after the Closing, upon the reasonable request by OncorTeamStaff will be entitled to possession of all documents, CURRENT shall provide for the Constructed BPL Networkbooks, the Assumed Contracts and Transferred Permitsrecords (including Tax records), agreements, and the software financial data of any sort relating to RS; provided, however, that is the subject TeamStaff will allow Sellers to have access to such documents, books, records, agreements and financial data of the License AgreementRS as such Sellers may reasonably request in order to comply with applicable law, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreementincluding tax laws. (b) No later than thirty (30) days after Litigation Support In the Closingevent and for so long as any Party actively is contesting or defending against any action, any finished goods inventory and additional components suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and any transaction contemplated under this Agreement or (ii) that are located inside any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving RS or its Business, each of the United States other Parties will reasonably cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be retrieved by Buyer from Seller. Seller shall pay reasonably necessary in connection with the contest or defense, all customs duties, import taxes at the sole cost and freight for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity expense of the finished goods inventory and additional components described in Schedule C and contesting or defending Party (unless the actual finished goods inventory and additional components delivered contesting or defending Party is entitled to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyerindemnification therefor under Section 8 below). (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership Transition None of the Constructed BPL Network in Sellers will take any action that is designed or intended to have the 2008 calendar yeareffect of discouraging any lessor, such share being equivalent licensor, customer, supplier, or other business associate of RS from maintaining the same business relationships with RS after the Closing as it maintained with RS prior to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL NetworkClosing.

Post-Closing. 4.1 Following Closing and where so required, (a) During the thirty-six (36) month period after Seller shall take all such steps as may be reasonably required to provide the Closing, upon Purchaser the reasonable request by Oncor, CURRENT shall provide for full benefit of the Constructed BPL Network, the Assumed Contracts and Transferred Permits, Company and the software that is the subject of the License Agreement, any operational information Business respectively and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended order to be a replacement for Training Services set forth on Schedule C able to let the Sales AgreementCompany conduct the Business as being conducted by the Seller prior to Closing. (b) No later than thirty (30) days after Parties shall take all reasonable actions necessary and execute any agreements as may be required, to transfer against nil consideration, those agreements and/or rights belonging to the Closing, any finished goods inventory and additional components (i) Business but that are located outside of were not properly transferred by the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States Company on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered or prior to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from BuyerClosing. (c) Each party will pay In the event the Seller (and be liable forinadvertently) its proportionate share of personal property tax attributed to its respective ownership receives monies intended for the Company in respect of the Constructed BPL Network Business, the Seller will remit such funds to Company or the Purchaser (at the Purchaser’s election) forthwith upon receipt thereof. (d) The Seller undertakes to carry out all the actions and agreements listed in Schedule 4.1 (d) within the 2008 calendar year, such share being equivalent ten Business Days after the Closing. 4.2 The Seller shall ensure that (i) any contracts related to the percentage Business that is equal may have been previously entered into by the Seller will be transferred and/or assigned to the number Company and (ii) any and all amounts received under such contract(s) will be promptly transferred to the Company. If and to the extent a counterparty under any such contract has any objections against the transfer/assignment of its contract to the Company, to the extent permitted under such contract, the Seller shall ensure that it assigns its rights under such contract to the Company in consideration of the Company acting as subcontractor under such contract and performing all the obligations under such contract. 4.3 The Seller shall: (a) make available, or cause to be made available, to the Purchaser and/or the Company, all information, records or documents which may be reasonably requested by the Purchaser or the Company to fulfil their respective reporting or filing requirements (including in relation to Tax matters); and (b) preserve, or cause to be preserved, any information, records or documents pertinent or related to the Company that are in their possession or under their control; until the expiration of all limitation periods under applicable Law. 4.4 The Parties shall, within 30 days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that after the Closing Date shall be attributable Date, to carry out a Board of Directors meeting to appoint the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount Second Guarantor as Delegated Director of the personal property tax liability for such calendar year, Company (administrador-delegado) under the other party shall reimburse such party for such amounts paid that are attributable to its ownership specific title of the Constructed BPL NetworkChief Executive Officer (CEO).

Post-Closing. Following the Closing, the Purchaser hereby covenants and agrees as follows: (a) During The Purchaser shall use its commercially reasonable efforts to diligently market the thirty-six (36) month period after the Closing, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL NetworkMultiplicity Products; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement.and (b) No later than thirty The Purchaser hereby gives the Company, in the event of any sale of the portion of the Purchaser's business comprising the Multiplicity Products, whether sold on a stand-alone basis or as part of a sale of a group of related businesses, the right of first refusal (30"XXXX") to purchase the assets proposed to be sold, on the same terms and conditions which the Purchaser proposes to accept from any other BONA FIDE offeror. The Purchaser shall give the Company prompt written notice that it contemplates sale of the Business and the terms and conditions of any such bona fide offer which it finds satisfactory. The Company shall have twenty (20) days following receipt of such notice within which to give the Purchaser written notice of its intent to exercise the XXXX. If the Company does not give notice of its exercise of the XXXX together with a non-refundable deposit in the amount of ten percent (10%) of the cash portion of the purchase price within such twenty (20) day period, then the XXXX will become null and void as to that offer only and the Purchaser may sell the assets proposed to be sold on substantially the same terms and conditions offered to the Company to any other offeror within the next succeeding six (6) month period. If the Purchaser intends to sell the assets on substantially different terms and conditions or after the Closingsix (6) month period, the XXXX shall apply to any finished goods inventory and additional components (i) that are located outside such subsequent offering. If the Company gives written notice of its exercise of the United States XXXX at any time and then defaults in the exercise thereof, the XXXX shall become null and void and the Company shall forfeit its deposit. For purposes hereof, the term "bona fide offeror" means an entity which is not related to, affiliated with or under common control with the Purchaser or its parent company (an "Affiliate"). The XXXX shall continue for a period of five (5) years from the Closing Date. The XXXX shall be delivered by Seller to Buyer in Dallas, Texasbinding on the Purchaser, and its Parent Company, all Affiliates, successors and assigns thereof including any estate created by any bankruptcy or reorganization (ii) that are located inside collectively, "Purchaser Parties"), and the XXXX shall not be affected by any [continued on next page] bankruptcy or reorganization of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for Purchaser Parties or any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to them or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyertheir permitted assigns,. (c) Each party will pay Upon the occurrence of any Extraordinary Event, as defined in subparagraph (d) hereof, and be liable forthe declaration thereof by the Company in writing, within six (6) its proportionate share months after the occurrence thereof, Purchaser shall provide to the Company, in lieu of personal property tax attributed any further Earn-Out payments to its respective ownership the Company, an irrevocable permanent non-royalty bearing license to manufacture, sell, sublicense, lease, and use the Multiplicity Products, and the Company shall have the further right to (on proof of the Constructed BPL Network in the 2008 calendar year, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy occurrence of any tax invoice for Extraordinary Event and such personal property tax promptly after receiving such invoice; providedtimely declaration) enjoin and permanently preclude the manufacture, further, that if either party pays the full amount sale and use of the personal property tax liability for such calendar yearMultiplicity Products by Purchaser Parties, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Networkand their successors and assigns.

Post-Closing. After the Closing Date, Purchaser will: (a) During Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to the thirty-six (36) month Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the ClosingClosing Date, upon at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the reasonable request by Oncor, CURRENT Hospital. Seller shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject have a period of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the Closingevent Seller elects to do so, any finished goods inventory and additional components (i) that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all customs dutiesof such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, import taxes complete and freight evidence the transaction provided for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the Constructed BPL Network in the 2008 calendar yearparties, such share being equivalent to the percentage that is equal to the number have not been fully performed as of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to and the Seller); provided that each party provides the other with a copy performance of any tax invoice for such personal property tax promptly after receiving such invoice; providedwhich, further, that if either party pays the full amount by written agreement of the personal property tax liability for parties, has been extended until after the Closing Date. (d) To provide such calendar yearnotice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital Condominium Unit, the other party shall reimburse such party for such amounts paid that are attributable consent of which was not required as a condition to its ownership of the Constructed BPL NetworkClosing but notice to which is required or recommended after Closing.

Post-Closing. 5.1 Upon the satisfaction (or waiver pursuant to Clauses 3.2 and 3.3) by each of the Parties of the respective Conditions set out in Clause 3.1, at a date as agreed by the Parties but no later than 180 days as from the Closing Date, and subject to the Escrow Agreement, the Buyer and Vendor shall deliver duly executed joint release instruction (“Joint Release”) to the Escrow Agent to effectuate the release of the Sale Price by wire transfer of immediately available Sale Price to the account designated by Vendor. 5.2 If the Buyer has used its best efforts to apply for the Acquisition Approval, but cannot obtain the Acquisition Approval within 180 days from the Closing Date, within 3 days from the expiry date of the period of 180 days from the Closing Date, the Buyer and the Vendor shall, unless otherwise agreed in writing, duly execute and deliver a Joint Release of the Sale Price to the Escrow Agent in order to release such Sale Price to the Buyer by wire transfer of immediately available Sale Price to the account designated by the Buyer. In such case, this Agreement shall terminate and cease to be valid and binding upon the Parties with immediate effect and without any further confirmation from any Party. 5.3 Upon the release of the Sale Price to the Vendor pursuant to the Joint Release under Clause 5.1 above, on the same date of such release (“Post-Closing Date”), the Parties shall deliver and hand-over to each other the following documents: (a) During the thirtyVendor shall deliver, or procure the Company shall deliver, to the Buyer the following documents in the form and substance subject to the Buyer’s reasonable satisfaction: (i) the certificate of capital contributions representing the Sale Shares issued by the Company in the name of the Buyer as the owner of such Sale Shares; (ii) a certified copy of the updated Company’s members registry recording the Buyer as the new member with its capital contributions equivalent to 65% of the Company’s Charter Capital and the Vendor as a member with its capital contributions equivalent to 3% of the Company’s Charter Capital; and Mx Xxxx Dxx Xxx as the member with his capital contributions equivalent to 32% of the Company’s Charter Capital; (iii) written resignations of the Vendor’s authorized representatives from their existing positions of member(s) in the Company’s Members’ Council and the legal representative cum the General Director of the Company confirming that they desire to resign from their positions and have no further claims against the Company, all to be effective at Post-six Closing Date; (36iv) month period after Minutes of Meeting and the ClosingResolutions of Members Council of the Company duly approving (i) the resignation of Vendor’s authorized representatives from their existing position in the Company’s Members Council; (ii) the resignation of the legal representative cum the General Director of the Company and (ii) the appointment of the Buyer’s personnel to be members of Members’ Council of the Company and to the position of the legal representative cum the General Director of the Company, upon all to be effective at Post-Closing Date; (v) Minutes of Meeting and the reasonable request Resolutions of the Members Council of the Company approving the appointment of person(s) as designated by Oncorthe Buyer to be the authorized signatories of bank account(s) of the Company, CURRENT shall provide all to be effective at Post-Closing Date; (vi) the Vendor’s written offer offering the Sale Shares to Mx. Xxxx Dxx Xxx and Letter of Refusal of Mx. Xxxx Dxx Xxx refusing such offer of the Vendor and other supporting documents (if any); (vii) Minutes of Meeting of the Member Council of the Company on the approval of the Buyer’s purchase of the Sale Shares from the Vendor; (viii) the true certified copies of corporate authorisations and/or approvals of the Vendor for the Constructed BPL Network, the Assumed Contracts execution and Transferred Permits, and the software that is the subject performance of the License obligations undertaken by the Vendor under this Agreement, any operational information ; (ix) the amended Charter in the form and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control substance subject to both Parties’ reasonable satisfaction; and (x) countersigned copy of the Constructed BPL Network; provided that this Section 1.5(a) is not intended amended Joint Venture Agreement incorporating the Buyer as signing party in the form and substance subject to be a replacement for Training Services set forth on Schedule C to the Sales Agreementboth Parties’ reasonable satisfaction. (b) No later than the Buyer shall deliver to the Company and/or the Vendor the following documents: (i) the amended ERC which records (i) the Buyer as a new member of the Company holding Sale Shares accounting for 65% of the Company’s Charter Capital; (ii) the Vendor as a member holding capital contributions accounting for 3% of the Company’s Charter Capital; and (iii) Mx. Xxxx Dxx Xxx as a member holding capital contributions accounting for 32% of the Company’s Charter Capital; (iv) and other changes as necessary with respect to the change of the Company’s legal representative cum General Director (the “Amended ERC”); (ii) the amended IRC which records (i) the Buyer as the new investor with its ownership of 65% of the total capital contributions of investors to conduct the Investment Project; (ii) the Vendor as an investor with its ownership of 3% of the total capital contributions of investors to conduct the Investment Project; and (iii) Mx. Xxxx Dxx Xxx as an investor with his ownership of 32% of the total capital contributions of investors to conduct the Investment Project (the “Amended IRC”); (iii) a certified copy of the Acquisition Approval; (iv) a certified copy of the Buyer’s written offer to Mx Xxxx Dxx Xxx to acquire all of the capital contributions of Mx. Xxxx Dxx Xxx in the Company’s Charter Capital on the same terms and conditions of the Buyer’s purchase of Sale Shares from the Vendor whereby Mx Xxxx Dxx Xxx shall have at least thirty (30) days to accept such offer (the “Buyer’s Offer”); (v) a certified copy of the Letter of Refusal of Mx. Xxxx Dxx Xxx refusing the Buyer’s Offer; (vi) true certified copies of corporate authorisations and/or approvals of the Buyer for the execution and performance of the obligations undertaken by the Buyer under this Agreement; (vii) a countersigned copy of the amended Joint Venture Agreement incorporating the Buyer as signing party in the form and substance subject to both Parties’ reasonable satisfaction. For the avoidances of any doubts, in this context, the Buyer and the Vendor hereby agree that the Buyer shall take charge of conducting procedures with Vietnamese competent authorities in obtaining the Acquisition Approval, the Amended ERC and the Amended IRC where all incurred costs and expenses shall be equally shared by both Parties. For facilitating such procedures, the Vendor hereby undertakes, and/or shall procure the Company to undertake, that it shall promptly and closely cooperate and support the Buyer in performing the aforesaid procedures, including but not limited to the execution and delivery of any and all documents, instruments and writings and doing all things reasonably necessary for the obtainment of the Acquisition Approval, the Amended ERC and the Amended IRC. 5.4 The Vendor shall execute all documents as reasonably requested by the Company for it to withhold, declare and pay for and on behalf of the Vendor any applicable Taxes on the Sale Price (if applicable). 5.5 Within 3 months after the ClosingPost-Closing Date, any finished goods inventory and additional components (i) that are located outside the Vendor shall deliver, or procure the Company to deliver, to the Buyer evidence reasonably satisfactory to the Buyer of termination of the United States shall be delivered by Seller to Buyer in Dallas, Texas, General Facility Agreement dated September 18th 2018 together with Annex 01 dated September 4th 2020 and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy Annex 02 dated 14th October 2020 between the quantity of the finished goods inventory Company and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by HSBC Bank (Vietnam) Ltd. The Buyer shall co-operate and provide all reasonable assistance and act as may be payable by Seller upon ten (10) days notice from Buyerreasonably necessary to allow the Vendor to comply with its obligations under this Clause 5.5. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership of the Constructed BPL Network in the 2008 calendar year, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Network.

Post-Closing. Borrower shall deliver to Agent the following, not later than the dates set forth below: (a) During the thirty-six (36) month period after the Closing, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No Not later than thirty (30) days after following the ClosingClosing Date (or such longer period of time as agreed to by Agent in writing in its sole discretion), any finished goods inventory and additional components duly executed landlord consents for its (i) that are located outside chief executive office or its principal place of the United States shall be delivered by Seller to Buyer in Dallas, Texas, business and (ii) that are located inside offices or business locations, including warehouses, containing in excess of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date Five Hundred Thousand Dollars ($500,000) of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to Borrower’s assets or retrieved by Buyer shall be payable by Seller upon property. (b) Not later than ten (10) days notice from BuyerBusiness Days following the Closing Date (or such longer period of time as agreed to by Agent in writing in its sole discretion), a duly executed Account Control Agreement regarding each Deposit Account or securities account (that is not an Excluded Account) maintained by any Borrower that is not already subject to an Account Control Agreement, provided that (i) no proceeds of any Advance shall be transferred to any Deposit Account that is not subject to an Account Control Agreement and (ii) notwithstanding the foregoing, the deadline for the account ending [***] listed on Exhibit D shall be sixty (60) days. (c) Each party will pay Not later than thirty (and be liable for30) its proportionate share of personal property tax attributed to its respective ownership of the Constructed BPL Network in the 2008 calendar year, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that following the Closing Date (or such longer period of time as agreed to by Agent in writing in its sole discretion), all insurance endorsements and copies of each insurance policy required by Section 6.2 hereunder. (d) Not later than thirty (30) days following the Closing Date (or such longer period of time as agreed to by Agent in writing in its sole discretion), Borrower shall be attributable to cause the Seller); provided that each party provides the other with a copy shares of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount common stock of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid MSC Subsidiary and that are attributable to its ownership the subject of the Constructed BPL Networkpledged collateral under the Pledge Agreement to be certificated and the original certificate and power (undated and executed in blank) to be delivered to Agent. (e) Not later than forty-five (45) days following the Closing Date (or such longer period of time as agreed to by Agent in writing in its sole discretion), Borrower shall deliver to Agent the original certificate and power (undated and executed in blank) representing 65% of the shares of Disc Medicine Pty Ltd. (f) Not later than two (2) Business Days following the Closing Date (or such longer period of time as agreed to by Agent in writing in its sole discretion), all certificates of insurance required hereunder.

Post-Closing. (a) During the thirty-six (36) month period Immediately after the ClosingEffective Time on the Effective Date, upon (i) the reasonable request by Oncor, CURRENT shall provide for Initial Subsidiary Guarantors will execute and deliver to the Constructed BPL Network, the Assumed Contracts and Transferred Permits, Trustee and the software Collateral Agent the Effective Date Supplemental Indenture, (ii) the Company and the Initial Subsidiary Guarantors that are Domestic Subsidiaries will execute and deliver to the Collateral Agent the Security Agreement, (iii) the Initial Subsidiary Guarantors that are English Guarantors will execute and deliver to the Collateral Agent the English Debenture, (iv) the English Share Pledge will be executed and delivered to the Collateral Agent, (v) the Company and each Initial Subsidiary Guarantor shall execute and deliver counterparts of the Intercreditor Agreement and a perfection certificate, each dated as of the Effective Date, (vi) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions necessary to perfect and protect the Liens created under the Security Agreement on assets of the Company and each Initial Subsidiary Guarantor that is a Domestic Subsidiary, covering the subject of Collateral described in the License Agreement, any operational information Security Agreement shall be delivered to the Collateral Agent and details, construction (vii) all other filings and installation information, and equipment and component information reasonably other similar actions required in connection with the operation perfection of security interests in the Collateral as and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreementextent contemplated by this Indenture or the Collateral Documents (in each case, subject to any grace periods specified therein) shall be completed. (b) No later than thirty Within ninety (3090) days after the ClosingEffective Date, any finished goods inventory the Company shall deliver to the Collateral Agent customary insurance certificates and additional components (i) that are located outside endorsements in form reasonably satisfactory to the Collateral Agent, naming the Collateral Agent, on behalf of the United States shall be delivered Notes Secured Parties, as the Company’s mortgagee and/or loss payee, as applicable, on property and casualty insurance policies and as an additional insured on all general liability insurance policies maintained by Seller to Buyer in Dallas, Texas, and (ii) that are located inside the Company or any of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to its direct or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyerindirect Subsidiaries. (c) Each party will pay To the extent not previously delivered to the Senior Credit Facility Agent, on or prior to the date that is ninety (and 90) days following the Effective Date (or such later date as the Senior Credit Facility Agent may agree in its sole discretion), the Company shall deliver, or cause to be liable fordelivered, to the Senior Credit Facility Agent, all Pledged Collateral (as defined in the Security Agreement) its proportionate share required to be pledged as Collateral duly indorsed by an effective indorsement (within the meaning of personal property tax attributed to its respective ownership Section 8-107 of the Constructed BPL Network UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in the 2008 calendar year, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Networkblank.

Post-Closing. In addition to the foregoing, each of Viceroy, VMC and HoldCo agrees and covenants with Vista and Granges that as soon as practicable after the Closing Date and in any event no later than three months from the Closing Date, it shall cause: (a) During the thirty-six (36) month period after filing with the Closing, upon applicable Mexican Governmental Authorities of any required instrument or document in order to register in the reasonable request by Oncor, CURRENT shall provide for name of Paredones such mining concessions comprising the Constructed BPL Network, Mineral Rights which have not been registered in the Assumed Contracts and Transferred Permits, and the software that is the subject name of Paredones as of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement.Closing Date; (b) No later than thirty (30) days after the Closingvalid execution or endorsement of all deeds, bills of sale, transfers and assignments, including any finished goods inventory required consents and additional components (i) that approvals listed in SCHEDULE "H", in form and substance acceptable to Vista, as Vista may reasonably require and as are located outside necessary to effectively transfer and convey title to any Assets which, have not been formally transferred or conveyed to Paredones as of the United States shall be delivered by Seller to Buyer in DallasClosing Date, Texasincluding, and (ii) that are located inside of without limitation, the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located Lands described in the United States on agreements listed as items 2 to 7 of SCHEDULE "B", the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components Surface Rights Agreements described in Schedule C items 14 and 15 of part B of SCHEDULE "C" and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer.water concession described in item 1 of part B of SCHEDULE "D"; (c) Each party will pay (and be liable for) its proportionate share the delivery to such location or locations as instructed by Vista in writing of personal property tax attributed to its respective ownership of the Constructed BPL Network any Assets which are not in the 2008 calendar year, such share being equivalent to the percentage that is equal to the number possession or control of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that Paredones as of the Closing Date shall be attributable including, but not limited to, the Technical Data located in Viceroy's offices in Vancouver, British Columbia; and (d) the cancellation of the registration at the Public Registry of Mining of the Contract of Acquisition and Development of mining rights entered into with respect to the Seller); provided mining concessions San Antonio, La Rica, Tocopilla, Xxxxx, Xxxxx and La Dificultad. VMC, HoldCo and Viceroy acknowledge that each party provides Vista and Granges are relying upon the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays foregoing covenants and agreements as an inducement to enter into this Agreement and to consummate the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Networktransactions contemplated by this Agreement.

Post-Closing. 5.1 Upon the satisfaction (or waiver pursuant to Clauses 3.2 and 3.3) by each of the Parties of the respective Conditions set out in Clause 3.1, at a date as agreed by the Parties but no later than 180 days as from the Closing Date, and subject to the Escrow Agreement, the Buyer and Vendor shall deliver duly executed joint release instruction (“Joint Release”) to the Escrow Agent to effectuate the release of the Sale Price. Specifically, the Escrow Agent shall (i) by wire transfer of immediately available U.S funds, the Sale Price and less the applicable securities and transaction tax (“STT”) to the Vendor in an account designated by the Vendor; and (ii) deliver to the Vendor proof of the payment by the Buyer of the applicable STT (in an amount equivalent to 0.3% of the Sale Price) for the transfer of Sale Shares. 5.2 If the Buyer has used its best efforts to apply for the IC approval, but cannot obtain the IC approval within 180 days from the Closing Date, the Buyer and the Vendor shall, unless otherwise agreed in writing, duly execute and deliver a Joint Release of the Sale Price to the Escrow Agent in order to release such Sale Price to the Buyer by wire transfer of immediately available Sale Price to the account designated by the Buyer. In such case, this Agreement shall terminate and cease to be valid and binding upon the Parties with immediate effect and without any further confirmation from any Party. 5.3 Upon the release of the Sale Price to the Vendor pursuant to the Joint Release under Clause 5.1 above, on the same date of such release (“Post-Closing Date”), the Parties shall carry out the following acts: (a) During The Vendor shall deliver to the thirty-six Buyer: (36i) month period after the Closingstock certificate(s) representing the Sale Shares, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject duly endorsed in favour of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with Buyer by the operation and control Vendor by affixing the corporate seal of the Constructed BPL Network; provided that this Section 1.5(aVendor; (ii) is not intended the notification of transfer of the Sale Shares to be a replacement for Training Services set forth on Schedule C issued to the Sales AgreementCompany (“Notification Form”) duly signed by the Vendor; and (iii) resignation letter in a form agreed by the Buyer signed by one of the supervisors of the Company, effective on the Post-Closing Date. (b) No later than thirty (30) days after The Buyer shall deliver to the Closing, any finished goods inventory and additional components Vendor: (i) that are located outside a countersigned copy of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from BuyerNotification Form. (c) Each party will pay (Both the Vendor and be liable for) its proportionate share of personal property tax attributed to its respective ownership the Buyer shall procure the delivery of the Constructed BPL Network in the 2008 calendar year, such share being equivalent Notification Form to the percentage that is equal to Company notifying the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount completion of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership transfer of the Constructed BPL NetworkSale Shares in order for the Company to update the shareholders’ roster and apply for amendment to corporate registration. (d) The Vendor and Buyer agree that they shall procure the Chairman of the Board of the Company, as soon as reasonably practicable after the Post-Closing Date, to convene a Board meeting, for the purposes of calling a special shareholders meeting for election of two new directors and one supervisor to be designated by the Buyer.

Post-Closing. After the Closing Date, Purchaser will: (a) During Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to the thirty-six (36) month Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the ClosingClosing Date, upon at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the reasonable request by Oncor, CURRENT Clinic. Seller shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject have a period of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the Closingevent Seller elects to do so, any finished goods inventory and additional components (i) that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Clinic, subject to Purchaser's right to retain copies of any or all customs dutiesof such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, import taxes complete and freight evidence the transaction provided for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the Constructed BPL Network in the 2008 calendar yearparties, such share being equivalent to the percentage that is equal to the number have not been fully performed as of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To the extent permitted by law, Seller shall be attributable entitled, after the Closing Date, during normal business hours of the Clinic and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the patient records, including the medical records and medical charts of any patient admitted to the Seller); provided that each party provides Clinic on or before the other Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller shall be entitled to remove from the Clinic any such record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in writing prior to removal by an officer of Seller or counsel retained by Seller in connection with such litigation, and only prior to making a copy of any tax invoice thereof, at Seller's cost and expense, for retention at the Clinic. Any record or chart so removed by Seller from the Clinic shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide such personal property tax promptly notice as may be required after receiving such invoice; provided, further, that if either party pays Closing to each regulatory authority having jurisdiction over the full amount of the personal property tax liability for such calendar yearClinic, the other party shall reimburse such party for such amounts paid that are attributable consent of which was not required as a condition to its ownership of the Constructed BPL NetworkClosing but notice to which is required or recommended after Closing.

Post-Closing. (a) During Sellers will be obligated to buy clocks from the thirty-six Buyer as its prime and exclusive vendor of supply as long as the cost, features, functionality and payment terms are competitive with American or European Manufacturers (36excluding FedEx Orders as indicated at Section 7.2(b) month period after the Closing, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreementbelow). (b) No later than thirty (30) days after Sellers will buy from Buyer the ClosingTA7700 color display, any finished goods inventory as currently configured exclusive of RSI handpunch component), for FedEx orders. Buyer agrees to sell for these orders only at a fixed special price of $2,000 per unit for the period starting at the Closing and additional components (i) ending at May 31, 2008. The parties acknowledge and agree that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer no royalties shall be payable by Seller upon ten (10) days notice from BuyerBuyer with respect to such sales. (c) Each party As promptly as possible following the Closing, Sellers will change after the Closing, but not later than 90 days following the Closing, the names of the companies of the Sellers T.A Nevada and T.A Arizona, that it will not include the words: “Time” and/or “America” (hereinafter the “Words”) and any rephrasing of the words. Notwithstanding the foregoing, Sellers may continue to use the name NETtime. (d) Sellers agree to rent to Buyer a part of Sellers’ premises in the current Sellers facility located in Scottsdale, Arizona by its size needed. Buyer shall pay to Seller a monthly amount for such space based on a rate equal to U.S. $22.50 per square feet for a year. This rental fee will include using all the facilities at Sellers premises including: electricity, air-conditioning, telephone and internet access, computers, programs etc., (hereinafter the “rental fee” or the “rental”). The first two months of the rental period shall be provided by Sellers be free of charge. The rental period will start at the Closing, and Buyer will have to give 45 days advance notice to Sellers in order to terminate the rental period, provided that the end of the rental period shall be no longer than May 1, 2007. During the period contemplated by this subparagraph (d), each Party agrees to be liable for any and all damages to a Party’s tangible assets caused by the other Party’s employee. Buyer agrees to reimburse Sellers for any assets used by Buyer and not covered by this paragraph during the period set forth in this subparagraph (d), at Sellers’ cost (i.e., paper, soda, etc.). (e) Sellers agree to provide Buyer with the Hosting Facilities for a period of six months after the Closing at a cost of U.S. $2,000 per month. After six months such cost shall be subject to renegotiation by the Parties, provided, however, Sellers shall be under no obligation to continue to provide such services. Upon the expiration of such six month period, Sellers shall transfer to Buyer all employee data relating to the resellers listed on Exhibit A. During such six-month period Sellers shall provide administrative access as reasonably required by Buyer for the purpose of providing billing NETtime reseller clients. (f) Sellers agree to provide the following support and training services following the Closing: (i) At Buyer’s request, Sellers shall make an employee knowledgeable with the TA7000 product available to Buyer in Arizona for a period of two weeks for the purpose of providing knowledge transfer and training to Buyer’s employee with respect to the Java program for the TA7000 product. (ii) For a period of three months following the Closing, Sellers shall provide support for the TA7000 products. Such support may be provided by telephone, email or in-person in Seller’s offices in Scottsdale, Arizona. (iii) For a period equal to the earlier of 12 months following the Closing or such time Buyer has altered the source code of NETtime, Sellers shall provide 2nd tier support for the NETtime products including new releases and documentation of the software as provided from time to time by Sellers. Such 2nd tier support may be provided by telephone, email or in-person in Seller’s offices in Scottsdale, Arizona. Such 2nd tier support shall consist of providing releases through Sellers normal release process and shall be provided by Sellers employees to Buyer employees and shall not include end-users of Buyer.. (iv) Sellers agree to provide Buyer’s personnel with initial training in order to educate Buyer with respect to the NETtime product. Such training shall be conducted at Sellers’ Scottsdale, Arizona offices for a period of two weeks. (v) For a period of three months following the Closing, Sellers shall provide employee to employee 2nd tier support for the NETtime products. Such 2nd tier support may be provided by telephone and email. (g) The Buyer will pay a payment of quarterly royalties to Sellers for the first four (4) years after the Closing (hereinafter the “Royalties Period”) equal to 5% of the revenue (exclusive of returns, and FedEx revenue) derived from the sale by Buyer of the TA7000 in the U.S., excluding sales to Buyer’s U.S. clients. Attached as Exhibit O to this Agreement is a list of Buyer’s U.S. clients. (h) For a period of 12 months following the Closing, the Parties agree not to solicit or hire any employee of the other party without such Party’s prior written consent. An employee terminated by a Party shall not be liable forsubject to this nonsolicitation provision. (i) Following the Closing, (1) Sellers agree not to sell its proportionate share time and attendance products to the reseller accounts listed on Exhibit A to this Agreement, and (2) Buyer agrees not to sell any of personal property tax attributed its time and attendance products to any direct or end user accounts of Sellers listed on Exhibit D to this Agreement as long as Sellers will sell to direct accounts only products of the Buyer, subject to the exception set forth in subparagraph (j) immediately below. Each Party agrees that the other Party shall have the right to enforce its rights under this subparagraph (i) in a New York court of law having jurisdiction over such matters. Buyer further acknowledges and agrees that for a period of 90 days following the Closing, Sellers shall have the right to contact such resellers listed on Exhibit A for the sole purpose of collecting any accounts receivable owing to Sellers as of the Closing. (j) Following the Closing, Sellers agree to purchase Buyer’s products for sale to Sellers direct accounts, provided the cost, features, functionality and payment terms are competitive with American or European manufacturers. For purposes of this Agreement, a product will be deemed competitive with respect to cost if the difference between the cost of such two clocks is five percent (5%) or less. In the event Sellers purchase products from Chinese manufacturers as a result of Buyer not being competitive in terms of cost, features, functionality and payment terms, Buyer’s only remedy is the ability to sell its time and attendance hardware products to the direct and end-user accounts of Sellers listed on Exhibit D. Buyer acknowledges that certain of Sellers’ partners purchase clocks directly from applicable manufacturers and agrees that such purchases shall not be a breach of this Agreement. Buyer further acknowledges that Sellers’ obligation under this subparagraph (j) to purchase clocks from Buyer shall not arise until the earlier of sixty (60) days following the Closing or such time as Sellers have completed the integration of such clocks with Sellers’ software. If, upon the expiration of such sixty (60) day period, Buyer has not finished such integration, Sellers may request the extension of such period for an additional thirty (30) day period and such request shall be granted. Such request may be repeated each successive thirty (30) day period until such time as Buyer has finished such integration. (k) Sellers will receive a 5% discount off of the reseller price list for the resellers in the U.S for the TA7000 series products. (l) Sellers will transfer to Buyer, and will instruct Laurus Master Funds Ltd. to transfer to Buyer, all receivables related to the Acquired Assets arising after the Closing, that have been received in Sellers bank account and/or offices after the Closing Date and are derived from Buyer’s activity arising after the Closing (hereinafter “Buyer’s receivables”). The Buyer’s receivables will be transferred to the Buyer from the Sellers no later than once-per-week hours from the time it has been received at the Sellers bank account and/or Sellers offices. (m) Sellers shall be entitled to change the name of Sellers company to “NETtime Solutions” and Buyer shall have no right whatsoever to use the NETtime name. (n) Sellers’ liability to Buyer for any Damages arising out of Sellers’ breach of any of its representations, warranties, covenants or other obligations set forth in this Agreement will be as follows: (i) In case Sellers sell, or cause any third party acting on behalf of Sellers to sell (any kind of sale), any of the Purchased Assets to any third party after the signing of this Assets Purchase Agreement, Buyer shall be entitled to seek Damages from Sellers, to be determined by a U.S. court with jurisdiction over such matters. Such Damages shall be unlimited in the amount. (ii) In case Sellers sell, or cause any third party acting on behalf of Sellers to sell, any of the Purchased Assets related to time and attendance to the Resellers listed in Exhibit A and or to the Buyer clients listed in Exhibit O, Buyer shall be entitled to seek Damages from the Sellers, to be determined by a U.S. court with jurisdiction over such matters. Buyer and Sellers hereby acknowledge and agree that their respective partners and resellers set forth in Exhibits A and D may from time to time compete for the same end user business. Such event shall not constitute a breach by either party of any term of this Agreement. (iii) In case any of any breach of Sellers representations, warranties or covenants relating to its respective good title ownership of the Constructed BPL Network following assets: intellectual property rights regarding original software (sources) programs, kernel, of the following Sellers products: GENESIS SQL, GENESIS PRO, TA100, TA100PRO, XX00, XX00XX, TA50 PRO and the TA7000 Product Series (“TA7000”) and the associated firm xxxx for all the data collection devices. Buyer shall be entitled to seek Damages from Sellers, to be determined by a U.S. court with jurisdiction over such matters. Such Damages shall not exceed U.S. $1,000,000. (o) In case of any breach of Sellers representations, warranties or covenants relating to any other restrictions and/or any liens apart the exciting in favor of Laurus Master Fund Ltd. on the Acquired Activity and/or the Purchased Assets, Buyer shall be entitled to seek Damages from Sellers, to be determined by a U.S. court with jurisdiction over such matters. Such Damages shall not exceed U.S. $1,000,000. (p) Under no circumstances shall Sellers aggregate liability for matters set forth in Section (n)(iii) and (o) exceed U.S. $1,000,000 in the 2008 calendar yearaggregate. Buyer further agrees that it shall not make any claims against the escrow under the Escrow Agreement until such claim amounts exceed U.S. $2,700. (q) Following the Closing, such share being equivalent Buyer covenants and agrees that it cannot, directly or indirectly, resell the source code for NETtime versions 5 and 6 to any third party whatsoever. Buyer shall cease using the NETtime name not later than 90 days following the Closing. (r) Following the Closing, at Buyer’s written direction Sellers shall delete all copies of the source code and written documentation relating to the percentage that Software described in Section 1(b). (s) Sellers shall pay to Buyer U.S. $7,500 to an account designated in writing by Buyer. (t) Attached hereto as Exhibit Q is equal Buyer’s price listing relating to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date prices Buyer agrees to sell such parts to Sellers solely for Sellers’ FedEx’s order relating to 355 TA7700 clocks. Such prices to Sellers shall be attributable to 35% above the Seller); provided that each party provides the other with a copy of any tax invoice for prices set forth in such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Networkprice list.