Common use of Restructuring Clause in Contracts

Restructuring. (a) Prior to the Closing, Seller shall cause: (i) each Purchased Subsidiary to convey, transfer, assign and deliver to Seller or a Retained Subsidiary all of such Purchased Subsidiary’s right, title and interest in, to and under (A) the assets, properties and business, of every kind and description, that are not owned, held or used primarily in the conduct of the Business by such Purchased Subsidiary, including all right, title and interest of such Purchased Subsidiary in, to and under the assets and properties listed in Section 2.06(a)(i) of the Disclosure Schedule and (B) all cash and cash equivalents on hand and in banks as of the close of business on the Business Day immediately prior to the Closing Date except for any Transferred Cash (the “Purchased Subsidiary Pre-Closing Cash”). All such assets, properties and business shall be deemed to be Excluded Assets for all purposes of this Agreement. Notwithstanding anything to the contrary in this Section or elsewhere in this Agreement, prior to the Closing Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly convey, transfer, assign or deliver, nor enter into any transaction or series of transactions having the purpose or effect of directly or indirectly transferring, dividending, distributing or otherwise repatriating, any Purchased Subsidiary Pre-Closing Cash, in each case to the extent such action or transaction would have any Economic Detriment; (ii) all contracts and Liabilities of each Purchased Subsidiary of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) that do not primarily relate to or arise out of the conduct of the Business or which are Purchased Subsidiary Liabilities, including all contracts and Liabilities listed in Section 2.06(a)(ii) of the Disclosure Schedule, to be assumed by Seller or a Retained Subsidiary. All of such contracts and Liabilities shall be deemed to be Excluded Liabilities for all purposes of this Agreement; and (iii) each Purchased Subsidiary to transfer to Seller or a Retained Subsidiary (or otherwise terminate the employment of) any employee who is not a Business Employee. For the avoidance of doubt, all Liabilities and commitments relating to such employees shall be deemed to be Excluded Liabilities for all purposes of this Agreement. (b) If the transactions contemplated by Section 2.06(a) (the “Restructuring”) are not completed on or prior to the Closing Date, then (i) the Closing shall nonetheless be consummated (unless the Restructuring has not been consummated with respect to TI Korea, in which case the Closing shall not be consummated until the Restructuring with respect to TI Korea has been completed) and the Shares transferred to Buyer, but if the Restructuring has not been completed with respect to TI Italia, then the Shares of TI Italia shall be retained by Seller and shall not be transferred to Buyer at the Closing; (ii) each of Buyer and Seller shall, and shall cause its Subsidiaries to, use its reasonable efforts (but without the payment of money by Buyer) to complete the Restructuring as soon as reasonably practicable following the Closing Date, including Buyer causing the Purchased Subsidiaries to implement arrangements (such as, for example, payment of dividends or the making of intercompany loans) to facilitate the transfer of any remaining Purchased Subsidiary Pre-Closing Cash to Seller; provided that Buyer and its Affiliates (including the Purchased Subsidiaries) will not be required to take any action that would have an Economic Detriment. In addition, following the Closing Buyer shall, and shall cause the Purchased Subsidiaries to, hold all Purchased Subsidiary Pre-Closing Cash in segregated accounts (and provide Seller with monthly statements for such accounts promptly following receipt thereof) and take reasonable steps to ensure that other cash of the Business will not be comingled with the Purchased Subsidiary Pre-Closing Cash; (iii) Seller shall receive the benefits of each Excluded Asset and bear the burdens of ownership of each Excluded Liability with respect to which the Restructuring has not been completed prior to the Closing from and including the Closing Date to and including the date on which the Restructuring is completed thereto (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at Closing to be borne by Seller); (iv) if the Shares of TI Italia are not transferred to Buyer at the Closing in accordance with clause (i) above, (A) Buyer shall receive the benefits and bear the burdens of ownership of the Business to the extent conducted by TI Italia from and including the Closing Date to and including the date on which such Shares are so transferred to Buyer (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at the Closing to be borne by Seller) and (B) Seller shall transfer such Shares to Buyer (in the manner contemplated by Section 2.09(c)(v)) without the payment by Buyer of any additional consideration therefor promptly following the completion of the Restructuring with respect to TI Italia; and (v) Seller and Buyer shall cooperate in a mutually agreeable manner and enter into such amendments to the Transaction Documents and additional agreements as may be reasonably necessary so as to implement the foregoing.

Restructuring. (a) Prior The Parties shall, and the Key Holder and the Company shall cause the Key Holder Parties and the Group Companies to, negotiate, prepare and finalize in good faith the Restructuring Documents, other than the Framework Restructuring Agreement, to the Closingreasonable satisfaction of Tencent as soon as practicable following the date hereof. (b) Neither the Key Holder nor the Company shall, Seller and the Key Holder and the Company shall cause:cause each of the Key Holder Parties and the Group Companies not to, consent to any amendment, supplement, termination or waiver of any rights or obligations under any Restructuring Document, save with the prior written consent of Tencent (which consent shall not be unreasonably withheld or delayed). (c) During the term of the Framework Restructuring Agreement, each of the Key Holder and the Company shall, and shall cause each of the Key Holder Parties and the Group Companies to, provide Tencent and, at the request of Tencent, its professional advisors with (i) an update on the status of the Restructuring after the completion of any material step thereto and (ii) any relevant documentation evidencing the contents of such update, to the extent such documentation exists. (d) The Key Holder shall, and shall cause each Purchased Subsidiary to conveyof the Key Holder Parties and the Group Companies to, transferduly perform each of its obligations under the Restructuring Agreement before the expiration of any applicable deadlines and consummate the Restructuring in accordance with the Restructuring Documents and in compliance with all applicable PRC Laws in all material respects. (e) The Company shall ensure that, assign within 12 months after the Closing Date, the VIE Entity obtains from the relevant PRC Governmental Authority the ICP Permit and deliver to Seller Tencent a copy of the ICP Permit, and the Key Holder shall, and shall cause each of the Key Holder Parties to, use commercially reasonable efforts to assist the Company and the VIE Entity in applying for and obtaining the ICP Permit. (f) The Company shall ensure that the VIE Entity and the shareholders of the VIE Entity (other than the Tencent Nominee) and Tencent shall ensure that the Tencent Nominee, file with the competent PRC administration for industry and commerce, as soon as practicable but in any event within one month after the completion of Section 7, the pledge created over the equity interests in the VIE Entity in accordance with the Control Documents and provide to Tencent a copy of the registration certificate obtained from the competent PRC administration for industry and commerce, provided that failure to complete the filing with such period due to reasons on the part of the competent PRC administration for industry and commerce shall not constitute a violation or a Retained Subsidiary non-performance of this Section 4.8(f). (g) The Key Holder shall, and shall cause each of the relevant Key Holder Parties to, and the Company shall, and shall cause each of the relevant Group Companies to, duly perform each of its obligations with respect to trademarks and IPs provided for under the Framework Restructuring Agreement in accordance with the terms thereof. (h) In connection with the Restructuring, the Key Holder shall bear, or shall reimburse the Group Companies for, (i) all Tax Liabilities incurred in connection with the contribution of assets by the relevant Key Holder Parties to the Group pursuant to the Framework Restructuring Agreement and the contribution of business resources other than the advertisement support by the relevant Key Holder Parties to the Group pursuant to the Key Holder Business Cooperation Agreement, and (ii) all obligations for severance or similar payments to employees of the Principal Business taking into account the seniority of such Purchased Subsidiary’s right, title and interest in, employees to and under the extent arising from the termination of their employment with the relevant Key Holder Party prior to the earlier of (A1) the assets, properties Closing Date and business, of every kind and description, that (2) the date on which such employees are not owned, held or used primarily in transferred to the conduct Group pursuant to the Restructuring Documents. All Tax Liabilities of the Business by such Purchased Subsidiary, including all right, title and interest of such Purchased Subsidiary in, to and under the assets and properties listed in Section 2.06(a)(i) of the Disclosure Schedule and (B) all cash and cash equivalents on hand and in banks as of the close of business on the Business Day immediately Group Companies arising from matters occurred prior to the Closing Date except for any Transferred Cash (the “Purchased Subsidiary Pre-Closing Cash”). All such assets, properties and business shall be deemed to be Excluded Assets for all purposes of this Agreement. Notwithstanding anything to borne by the contrary in this Section or elsewhere in this Agreement, prior to the Closing Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly convey, transfer, assign or deliver, nor enter into any transaction or series of transactions having the purpose or effect of directly or indirectly transferring, dividending, distributing or otherwise repatriating, any Purchased Subsidiary Pre-Closing Cash, in each case to the extent such action or transaction would have any Economic Detriment; (ii) all contracts and Liabilities of each Purchased Subsidiary of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) that do not primarily relate to or arise out of the conduct of the Business or which are Purchased Subsidiary Liabilities, including all contracts and Liabilities listed in Section 2.06(a)(ii) of the Disclosure Schedule, to be assumed by Seller or a Retained Subsidiary. All of such contracts and Liabilities shall be deemed to be Excluded Liabilities for all purposes of this Agreement; and (iii) each Purchased Subsidiary to transfer to Seller or a Retained Subsidiary (or otherwise terminate the employment of) any employee who is not a Business Employee. For the avoidance of doubt, all Liabilities and commitments relating to such employees shall be deemed to be Excluded Liabilities for all purposes of this AgreementKey Holder. (b) If the transactions contemplated by Section 2.06(a) (the “Restructuring”) are not completed on or prior to the Closing Date, then (i) The Key Holder shall ensure that the Closing shall nonetheless be consummated total purchase price for all Contributed Assets payable by any Group Company to any Key Holder Party or third party (unless other than payment pursuant to and specified in section 8.4(6) of the Framework Restructuring has not been consummated with respect to TI Korea, in which case the Closing Agreement) shall not be consummated until exceed the Restructuring with respect amounts of cash contributions paid by Key Holder Nominee to TI Korea has been completed) and the Shares transferred to BuyerVIE Entity as registered capital, but if the Restructuring has not been completed with respect to TI Italia, then the Shares of TI Italia which shall be retained by Seller and shall not be transferred to Buyer at the Closing; (ii) each of Buyer and Seller shall, and shall cause its Subsidiaries to, use its reasonable efforts (but without the payment of money by Buyer) to complete the Restructuring as soon as reasonably practicable following the Closing Date, including Buyer causing the Purchased Subsidiaries to implement arrangements (such as, for example, payment of dividends or the making of intercompany loans) to facilitate the transfer of any remaining Purchased Subsidiary Pre-Closing Cash to Seller; provided that Buyer and its Affiliates (including the Purchased Subsidiaries) will not be required to take any action that would have an Economic Detriment. In addition, following the Closing Buyer shall, and shall cause the Purchased Subsidiaries to, hold all Purchased Subsidiary Pre-Closing Cash in segregated accounts (and provide Seller with monthly statements for such accounts promptly following receipt thereof) and take reasonable steps to ensure that other cash of the Business will not be comingled with the Purchased Subsidiary Pre-Closing Cash; (iii) Seller shall receive the benefits of each Excluded Asset and bear the burdens of ownership of each Excluded Liability with respect to which the Restructuring has not been completed prior to the Closing from and including the Closing Date to and including the date on which the Restructuring is completed thereto (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at Closing to be borne by Seller); (iv) if the Shares of TI Italia are not transferred to Buyer at the Closing in accordance with clause (i) above, (A) Buyer shall receive the benefits and bear the burdens of ownership of the Business to the extent conducted by TI Italia from and including the Closing Date to and including the date on which such Shares are so transferred to Buyer (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at the Closing to be borne by Seller) and (B) Seller shall transfer such Shares to Buyer (in the manner contemplated by Section 2.09(c)(v)) without the payment by Buyer of any additional consideration therefor promptly following the completion of the Restructuring with respect to TI Italia; and (v) Seller and Buyer shall cooperate in a mutually agreeable manner and enter into such amendments to the Transaction Documents and additional agreements as may be reasonably necessary so as to implement the foregoingRMB10,000,000.

Restructuring. (a) Prior Except as would not be expected to be material to the ClosingCompany and the Business Subsidiaries, Seller shall cause: (i) each Purchased Subsidiary to conveytaken as a whole, transferneither Parent, assign and deliver to Seller the Company or a Retained Subsidiary all of such Purchased Subsidiary’s right, title and interest in, to and under (A) the assets, properties and business, of every kind and description, that are not owned, held or used primarily in the conduct any of the Business by such Purchased Subsidiary, including all right, title and interest of such Purchased Subsidiary in, Subsidiaries has taken any action inconsistent with the Restructuring to and under the assets and properties listed in Section 2.06(a)(i) of the Disclosure Schedule and (B) all cash and cash equivalents on hand and in banks as of the close of business on the Business Day immediately be completed prior to the Closing Date except for any Transferred Cash (the “Purchased Subsidiary Pre-Closing Cash”). All such assets, properties and business shall be deemed to be Excluded Assets for all purposes of this Agreement. Notwithstanding anything pursuant to the contrary in this Section Restructuring Plan or elsewhere in this Agreement, prior to the Closing Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly convey, transfer, assign or deliver, nor enter into any transaction or series of transactions having the purpose or effect of directly or indirectly transferring, dividending, distributing or otherwise repatriating, any Purchased Subsidiary Pre-Closing Cash, in each case to the extent such action or transaction that would have a material impact on any Economic Detriment; (ii) all contracts and Liabilities of each Purchased Subsidiary of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) that do not primarily relate to or arise out of step in the conduct of the Business or which are Purchased Subsidiary Liabilities, including all contracts and Liabilities listed in Section 2.06(a)(ii) of the Disclosure Schedule, to be assumed by Seller or a Retained Subsidiary. All of such contracts and Liabilities shall be deemed to be Excluded Liabilities for all purposes of this Agreement; and (iii) each Purchased Subsidiary to transfer to Seller or a Retained Subsidiary (or otherwise terminate the employment of) any employee who is not a Business Employee. For the avoidance of doubt, all Liabilities and commitments relating to such employees shall be deemed to be Excluded Liabilities for all purposes of this AgreementRestructuring Plan. (b) If Schedule 2 attached hereto sets forth the transactions contemplated by Section 2.06(a) (corporate structure of the “Company and the Business Subsidiaries as of the date hereof and as of the completion of the Restructuring”) are not completed on or prior to , respectively. Upon completion of the Closing DateRestructuring, then (i) Parent and its Subsidiaries shall operate the Closing shall nonetheless be consummated (unless Business exclusively through the Restructuring has not been consummated with respect to TI Korea, in which case the Closing shall not be consummated until the Restructuring with respect to TI Korea has been completed) Company and the Shares transferred to BuyerBusiness Subsidiaries, but if the Restructuring has not been completed with respect to TI Italia, then the Shares of TI Italia shall be retained by Seller and shall not be transferred to Buyer at the Closing; (ii) each the Company and the Business Subsidiaries do not operate any business other than the Business, (iii) the Company and the Business Subsidiaries will have valid title or right to own or use the material properties and assets that are necessary for the Company and the Business Subsidiaries to carry out the Business in a manner that is consistent with their past practices in all material respects. (c) The completion of Buyer and Seller shall, and shall cause its Subsidiaries to, use its reasonable efforts (but without the payment of money by Buyer) to complete the Restructuring as soon as reasonably practicable following in accordance with the Closing Date, including Buyer causing the Purchased Subsidiaries to implement arrangements (such as, for example, payment of dividends or the making of intercompany loans) to facilitate the transfer of any remaining Purchased Subsidiary Pre-Closing Cash to Seller; provided that Buyer and its Affiliates (including the Purchased Subsidiaries) Restructuring Plan will not be required to take result in the Company or any action that would have an Economic Detriment. In addition, following the Closing Buyer shall, and shall cause the Purchased Subsidiaries to, hold all Purchased Subsidiary Pre-Closing Cash in segregated accounts (and provide Seller with monthly statements for such accounts promptly following receipt thereof) and take reasonable steps to ensure that other cash of the Business will not be comingled with the Purchased Subsidiary Pre-Closing Cash;Subsidiaries incurring any material Tax. (iiid) Seller shall receive Except, in each case, for such non-compliance that would, individually or in the benefits of each Excluded Asset aggregate, not have a Material Adverse Effect, the Company and bear the burdens of ownership of each Excluded Liability with respect Business Subsidiaries have all permits, licenses, authorizations, exemptions, orders, consents, approvals and franchises from Authorities required to which the Restructuring has not been completed prior to the Closing from conduct their respective businesses and including the Closing Date to own, lease and including the date on which the Restructuring is completed thereto operate their respective assets and properties as presently being conducted, owned, leased or operated (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at Closing to be borne by Seller“Licenses”); . All Licenses are effective and passed their respective annual inspection (ivas applicable) if the Shares of TI Italia are not transferred to Buyer at the Closing in accordance with clause (i) aboveapplicable Laws, (A) Buyer shall receive the benefits and bear the burdens of ownership of the Business to the extent conducted by TI Italia from and including the Closing Date to and including the date on which such Shares are so transferred to Buyer (will remain effective in accordance with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at the Closing to be borne by Seller) and (B) Seller shall transfer such Shares to Buyer (in the manner contemplated by Section 2.09(c)(v)) without the payment by Buyer of any additional consideration therefor promptly following applicable Laws after the completion of the Restructuring with respect to TI Italia; and (v) Seller and Buyer shall cooperate in a mutually agreeable manner and enter into such amendments no suspension or cancellation of any of the Licenses is pending or, to the Transaction Documents and additional agreements as may be reasonably necessary so as to implement knowledge of Parent, threatened, whether before or after the foregoingcompletion of the Restructuring.

Restructuring. (a) Prior to the Closing, Seller shall cause: (i) each Purchased Subsidiary to convey, transfer, assign Buyer and deliver to Seller or Parent may request a Retained Subsidiary all of such Purchased Subsidiary’s right, title and interest in, to and under (A) the assets, properties and business, of every kind and description, that are not owned, held or used primarily in the conduct restructuring of the form of the sale of the Cabot LNG Business by such Purchased Subsidiary, including all right, title and interest from a sale of such Purchased Subsidiary in, the LNG Company Shares to and under a sale of the equity or assets and properties listed in Section 2.06(a)(i(or any combination thereof) of the Disclosure Schedule Cabot LNG Companies, recognizing that the sale cannot be restructured as a sale of assets, although Cabot and Seller will consider, in accordance with this Section 7.10(b), selling The Mattxxx xx an asset sale. As part of a proposed restructuring of the sale of the Cabot LNG Business, Buyer and Parent may propose an assignment of Buyer's rights and obligations under this Agreement to an entity which is controlled, directly or indirectly, by the Parent and the Ultimate Parent (B) the "Assignee"), provided that at the time of such assignment and at Closing all cash of the representations and cash equivalents on hand warranties in Section 5 and in banks as of the close of business on the Business Day immediately prior Section 6.6 are true and correct substituting references to the Closing Date except for any Transferred Cash (Buyer with references to the “Purchased Subsidiary Pre-Closing Cash”). All Assignee, and from and after the effective date of such assets, properties and business assignment references to the Buyer shall be deemed to be Excluded Assets for all purposes of this Agreement. Notwithstanding anything references to the contrary in this Section or elsewhere in this AgreementAssignee, prior to the Closing Seller but no such assignment shall not, and shall cause relieve Buyer of its Subsidiaries not to, directly or indirectly convey, transfer, assign or deliver, nor enter into any transaction or series of transactions having the purpose or effect of directly or indirectly transferring, dividending, distributing or otherwise repatriating, any Purchased Subsidiary Pre-Closing Cash, in each case to the extent such action or transaction would have any Economic Detriment; (ii) all contracts and Liabilities of each Purchased Subsidiary of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) that do not primarily relate to or arise out of the conduct of the Business or which are Purchased Subsidiary Liabilities, including all contracts and Liabilities listed in Section 2.06(a)(ii) of the Disclosure Schedule, to be assumed by Seller or a Retained Subsidiary. All of such contracts and Liabilities shall be deemed to be Excluded Liabilities for all purposes of this Agreement; and (iii) each Purchased Subsidiary to transfer to Seller or a Retained Subsidiary (or otherwise terminate the employment of) any employee who is not a Business Employee. For the avoidance of doubt, all Liabilities and commitments relating to such employees shall be deemed to be Excluded Liabilities for all purposes of obligations under this Agreement. (b) If Seller and Cabot agree to cooperate with Buyer and Seller in such a restructuring and assignment if the sale of the Cabot LNG Business as so proposed to be restructured, the proposed assignment, if any, and the consummation of the transactions contemplated thereby are not reasonably expected by Cabot (v) to violate any applicable law, rule, regulation, order, judgement or decree binding upon Cabot, Seller, any of the Cabot LNG Companies, Buyer or Parent, (w) to require the consent, approval, authorization, declaration or filing with any third party or governmental authority which is not required for the sale of the Cabot LNG Shares and the consummation of the transactions contemplated by Section 2.06(athis Agreement without giving effect to such restructuring or assignment, (x) (the “Restructuring”) are not completed on or prior to result in a delay of the Closing Date, then (iy) to result in the Closing shall nonetheless be consummated imposition of any restriction on the conduct of the Cabot LNG Business prior to Closing, or (unless z) to result in any additional cost, expense, fees, loss or tax incurred or payable by Cabot, Seller or any of the Restructuring has Cabot LNG Companies which is not been consummated with respect to TI Korea, in which case fully indemnified by the Closing shall not be consummated until the Restructuring with respect to TI Korea has been completed) and the Shares transferred to Buyer, but if the Restructuring has not been completed with respect to TI Italia, then the Shares of TI Italia shall be retained by Seller and shall not be transferred to Buyer at the Closing; (ii) each of indemnity from Buyer and Seller shall, and shall cause its Subsidiaries to, use its reasonable efforts (but without the payment of money by Buyer) to complete the Restructuring as soon as reasonably practicable following the Closing Date, including Buyer causing the Purchased Subsidiaries to implement arrangements (such as, for example, payment of dividends or the making of intercompany loans) to facilitate the transfer of any remaining Purchased Subsidiary Pre-Closing Cash to Seller; provided that Buyer and its Affiliates (including the Purchased Subsidiaries) will not be required to take any action that would have an Economic Detriment. In addition, following the Closing Buyer shall, and shall cause the Purchased Subsidiaries to, hold all Purchased Subsidiary Pre-Closing Cash Parent in segregated accounts (and provide Seller with monthly statements for such accounts promptly following receipt thereof) and take reasonable steps to ensure that other cash of the Business will not be comingled with the Purchased Subsidiary Pre-Closing Cash; (iii) Seller shall receive the benefits of each Excluded Asset and bear the burdens of ownership of each Excluded Liability with respect to which the Restructuring has not been completed prior to the Closing from and including the Closing Date to and including the date on which the Restructuring is completed thereto (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at Closing to be borne by SellerSection 11.4(c); (iv) if the Shares of TI Italia are not transferred to Buyer at the Closing in accordance with clause (i) above, (A) Buyer shall receive the benefits and bear the burdens of ownership of the Business to the extent conducted by TI Italia from and including the Closing Date to and including the date on which such Shares are so transferred to Buyer (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at the Closing to be borne by Seller) and (B) Seller shall transfer such Shares to Buyer (in the manner contemplated by Section 2.09(c)(v)) without the payment by Buyer of any additional consideration therefor promptly following the completion of the Restructuring with respect to TI Italia; and (v) Seller and Buyer shall cooperate in a mutually agreeable manner and enter into such amendments to the Transaction Documents and additional agreements as may be reasonably necessary so as to implement the foregoing.

Restructuring. (a) Prior to the Closing, Seller shall cause: (i) each Purchased Subsidiary to convey, transfer, assign and deliver to Seller or a Retained Subsidiary all of such Purchased Subsidiary’s right, title and interest in, Subject to and under (A) upon the assets, properties terms and business, of every kind and description, that are not owned, held or used primarily in the conduct of the Business by such Purchased Subsidiary, including all right, title and interest of such Purchased Subsidiary in, to and under the assets and properties listed in Section 2.06(a)(i) of the Disclosure Schedule and (B) all cash and cash equivalents on hand and in banks as of the close of business on the Business Day immediately prior to the Closing Date except for any Transferred Cash (the “Purchased Subsidiary Pre-Closing Cash”). All such assets, properties and business shall be deemed to be Excluded Assets for all purposes conditions of this Agreement. Notwithstanding anything to Agreement and the contrary in this Section or elsewhere in this Agreementother agreements and documents contemplated hereby, prior to or at Closing, the Closing Seller Parties shall not, and shall cause its Subsidiaries not to, directly or indirectly convey, transfer, assign or deliver, nor enter into any transaction or series of transactions having the purpose or effect of directly or indirectly transferring, dividending, distributing or otherwise repatriating, any Purchased Subsidiary Pre-Closing Cash, in each case to the extent such action or transaction would have any Economic Detriment; (ii) all contracts and Liabilities of each Purchased Subsidiary of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) that do not primarily relate to or arise out of the conduct of the Business or which are Purchased Subsidiary Liabilities, including all contracts and Liabilities listed in Section 2.06(a)(ii) of the Disclosure Schedule, to be assumed by Seller or a Retained Subsidiary. All of such contracts and Liabilities shall be deemed to be Excluded Liabilities for all purposes of this Agreement; and (iii) each Purchased Subsidiary to transfer to Seller or a Retained Subsidiary (or otherwise terminate the employment of) any employee who is not a Business Employee. For the avoidance of doubt, all Liabilities and commitments relating to such employees shall be deemed to be Excluded Liabilities for all purposes of this Agreement. (b) If the transactions contemplated by Section 2.06(a) (the “Restructuring”) are not completed on or prior to the Closing Date, then (i) the Closing shall nonetheless be consummated (unless the Restructuring has not been consummated with respect to TI Korea, in which case the Closing shall not be consummated until the Restructuring with respect to TI Korea has been completed) and the Shares transferred to Buyer, but if the Restructuring has not been completed with respect to TI Italia, then the Shares of TI Italia shall be retained by Seller and shall not be transferred to Buyer at the Closing; (ii) each of Buyer and Seller shall, and shall cause its Subsidiaries to, use its reasonable efforts (but without the payment of money by Buyer) to complete the Restructuring as soon as reasonably practicable following the Closing Date, including Buyer causing the Purchased Subsidiaries to implement arrangements (such as, for example, payment of dividends or the making of intercompany loans) to facilitate the transfer of any remaining Purchased Subsidiary Pre-Closing Cash to Seller; provided that Buyer and its Affiliates (including the Purchased Subsidiaries) will not be required to take any action that would have an Economic Detriment. In addition, following the Closing Buyer shalltake, and shall cause the Purchased Subsidiaries toEntities to take, hold all Purchased Subsidiary Pre-Closing Cash in segregated accounts (and provide Seller with monthly statements for such accounts promptly following receipt thereof) and take reasonable steps actions as are necessary to ensure that other cash give effect to the Restructuring. In respect of the Business will not be comingled with Restructuring, the Purchased Subsidiary Pre-Closing Cash; Seller Parties shall, at their sole expense, take (iiior cause one or more of their Affiliates to take) Seller shall receive the benefits such actions as are necessary to transfer, effective as of each Excluded Asset and bear the burdens of ownership of each Excluded Liability with respect to which the Restructuring has not been completed or prior to the Closing from and including the Closing Date to and including Closing, (a) any Retained Properties that are, as of the date hereof, listed on which the Restructuring is completed thereto Exhibit C or (with b) any costs properties or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at Closing to be borne assets that are currently held by Seller); (iv) if the Shares of TI Italia a Purchased Entity but are not transferred listed on Exhibit C (collectively, clauses (a) and (b), the “Excluded Assets”), from the Purchased Entities to Buyer the appropriate Seller Parties or any one or more of their respective Affiliates as may be determined by the Seller Parties in their sole discretion. After the Closing, Purchaser shall take, or shall cause the Purchased Entities or its Affiliates to take, all actions reasonably requested by the Seller Parties (at the Closing in accordance with clause (iSeller Parties’ expense) aboveto effect the provisions of this Section 5.1(f), (A) Buyer shall receive the benefits and bear the burdens of ownership of the Business including, to the extent conducted by TI Italia from inadvertently Transferred at Closing, the return of any Excluded Assets as soon as practicable to the appropriate Seller Parties or one or more of their designees for no consideration except, in the case of a Retained Property, a value for which was ascribed and including the Closing Date to and including the date on which such Shares are so transferred to Buyer (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred paid at the Closing Closing, such Retained Property shall be dealt with pursuant to the provisions of Section 6.3. The Parties acknowledge and agree that any transfers, assignments, sales or other dispositions of assets, interests, rights, obligations, capital stock or otherwise made in connection with the Restructuring, from any Purchased Entity to a Seller Party or one or more of Affiliates the Seller Parties, shall be borne by Seller) and (B) Seller shall transfer such Shares to Buyer (in the manner contemplated by Section 2.09(c)(v)) made without the payment by Buyer representation or warranty of any additional consideration therefor promptly following kind (except to the completion extent set forth in this Agreement), and without recourse to the party making such transfer, assignment, sale or other disposition, and without recourse to the recipient thereof. Any transfer taxes that become due and payable in connection with or as a result of the Restructuring with respect to TI Italia; and (v) shall be paid by the Seller Parties and Buyer shall cooperate in a mutually agreeable manner and enter into such amendments any Liabilities relating to the Transaction Documents Excluded Assets shall be expressly assumed by the Seller Parties (such transfer taxes and additional agreements Liabilities being hereinafter referred to as may be reasonably necessary so as to implement the foregoing“Excluded Asset Liabilities”).

Restructuring. (a) Prior Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall cause: (i) each Purchased Subsidiary Series A Holder shall deliver to conveythe Company all of the Series A Preferred Shares and AA Warrants owned beneficially or of record by it for cancellation and retirement, transferor cancellation and termination, assign by the Company, and the Company shall, in consideration of the cancellation and retirement of such Series A Preferred Shares and cancellation and termination of such AA Warrants, issue and deliver to Seller or a Retained Subsidiary all each such Series A Holder the number of such Purchased Subsidiary’s rightSeries C Preferred Shares, title and interest in, to and under the number of shares of Common Stock and/or the number of Series D Preferred Shares (Aas applicable) the assets, properties and business, of every kind and description, that are not owned, held or used primarily in the conduct of the Business by such Purchased Subsidiary, including all right, title and interest of such Purchased Subsidiary in, to and under the assets and properties listed in Section 2.06(a)(i) of the Disclosure Schedule and (B) all cash and cash equivalents on hand and in banks as of the close of business on the Business Day immediately prior to the Closing Date except for any Transferred Cash (the “Purchased Subsidiary Pre-Closing Cash”). All such assets, properties and business shall be deemed to be Excluded Assets for all purposes of this Agreement. Notwithstanding anything to the contrary in this Section or elsewhere in this Agreement, prior to the Closing Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly convey, transfer, assign or deliver, nor enter into any transaction or series of transactions having the purpose or effect of directly or indirectly transferring, dividending, distributing or otherwise repatriating, any Purchased Subsidiary Pre-Closing Cash, in each case to the extent such action or transaction would have any Economic Detriment; (ii) all contracts and Liabilities of each Purchased Subsidiary of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) that do not primarily relate to or arise out of the conduct of the Business or which are Purchased Subsidiary Liabilities, including all contracts and Liabilities listed in Section 2.06(a)(ii) of the Disclosure Schedule, to be assumed by Seller or a Retained Subsidiary. All of such contracts and Liabilities shall be deemed to be Excluded Liabilities for all purposes of this Agreement; and (iii) each Purchased Subsidiary to transfer to Seller or a Retained Subsidiary (or otherwise terminate the employment of) any employee who is not a Business Employee. For the avoidance of doubt, all Liabilities and commitments relating set forth next to such employees shall be deemed to be Excluded Liabilities for all purposes of this Agreement. (b) If the transactions contemplated by Section 2.06(a) (the “Restructuring”) are not completed Series A Holder’s name on or prior to the Closing Date, then (i) the Closing shall nonetheless be consummated (unless the Restructuring has not been consummated with respect to TI Korea, in which case the Closing shall not be consummated until the Restructuring with respect to TI Korea has been completed) and the Shares transferred to Buyer, but if the Restructuring has not been completed with respect to TI Italia, then the Shares of TI Italia shall be retained by Seller and shall not be transferred to Buyer at the ClosingSchedule I hereto; (ii) each Standalone Warrantholder shall deliver to the Company all of Buyer the AA Warrants owned beneficially or of record by it for cancellation and Seller termination by the Company, and the Company shall, and shall cause its Subsidiaries to, use its reasonable efforts (but without the payment of money by Buyer) to complete the Restructuring as soon as reasonably practicable following the Closing Date, including Buyer causing the Purchased Subsidiaries to implement arrangements (such as, for example, payment of dividends or the making of intercompany loans) to facilitate the transfer of any remaining Purchased Subsidiary Pre-Closing Cash to Seller; provided that Buyer and its Affiliates (including the Purchased Subsidiaries) will not be required to take any action that would have an Economic Detriment. In addition, following the Closing Buyer shall, and shall cause the Purchased Subsidiaries to, hold all Purchased Subsidiary Pre-Closing Cash in segregated accounts (and provide Seller with monthly statements for such accounts promptly following receipt thereof) and take reasonable steps to ensure that other cash consideration of the Business will not be comingled with cancellation and termination of such AA Warrants, issue and deliver to each such Standalone Warrantholder the Purchased Subsidiary Pre-Closing Cashnumber of shares of Common Stock and/or the number of Series D Preferred Shares (as applicable) set forth next to such Standalone Warrantholder’s name on Schedule II hereto; (iii) Seller each Series BB/C Warrantholder shall receive the benefits of each Excluded Asset and bear the burdens of ownership of each Excluded Liability with respect to which the Restructuring has not been completed prior deliver to the Closing from Company all of the BB/C Warrants owned beneficially or of record by it for cancellation and including termination by the Closing Date Company, and the Company shall, in consideration of the cancellation and termination of such BB/C Warrants, issue and deliver to and including each such Series BB/C Warrantholder the date number of shares of Common Stock and/or the number of Series D Preferred Shares (as applicable) set forth next to such Series BB/C Warrantholder’s name on which the Restructuring is completed thereto (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at Closing to be borne by Seller)Schedule III hereto; (iv) if each BH Warrantholder shall deliver to the Shares of TI Italia are not transferred to Buyer at the Closing in accordance with clause (i) above, (A) Buyer shall receive the benefits and bear the burdens of ownership Company all of the Business to BH Warrants owned beneficially or of record by it for cancellation and termination by the extent conducted by TI Italia from Company, and including the Closing Date to and including the date on which such Shares are so transferred to Buyer (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at the Closing to be borne by Seller) and (B) Seller shall transfer such Shares to Buyer (Company shall, in the manner contemplated by Section 2.09(c)(v)) without the payment by Buyer of any additional consideration therefor promptly following the completion of the Restructuring with respect cancellation and termination of such BH Warrants, issue and deliver to TI Italiaeach such BH Warrantholder the number of shares of Common Stock and/or the number of Series D Preferred Shares (as applicable) set forth next to such BH Warrantholder’s name on Schedule IV hereto; and (v) Seller and Buyer each Series B Holder shall cooperate in a mutually agreeable manner and enter into such amendments deliver to the Transaction Documents Company all of the Series B Preferred Shares and additional agreements Series B Warrants owned beneficially or of record by it for cancellation and retirement, or cancellation and termination, by the Company, and the Company shall, in consideration of the cancellation and retirement of such Series B Preferred Shares and cancellation and termination of such Series B Warrants, issue and deliver to each such Series B Holder the number of Series C Preferred Shares, the number of shares of Common Stock and/or the number of Series D Preferred Shares (as may applicable) set forth next to such Series B Holder’s name on Schedule V hereto. The (i) Series C Preferred Shares, (ii) Series D Preferred Shares (including any Series D Preferred Shares issuable upon conversion of the Series C Preferred Shares), (iii) shares of Common Stock issuable upon conversion of the Series C Preferred Shares, (iv) shares of Common Stock issuable upon conversion of the Series D Preferred Shares, and (iv) shares of Common Stock to be reasonably necessary so issued and delivered by the Company pursuant to this Section 1(a) are sometimes collectively referred to herein as the “New Securities”. (b) A Blocked Holder must have notified the Company in writing prior to implement the foregoingeffective date of this Agreement of its election to receive the Series D Option, otherwise a Blocked Holder will be deemed to have elected to receive the Common Stock/Series D Option. A Blocked Holder’s election of the Series D Option will be reflected on the appropriate schedule(s) to this Agreement. (c) The closing under this Agreement (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP, Park Avenue Tower, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 upon the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof (the “Closing Date”). (d) The designations, rights, preferences and other terms and provisions of the Series C Preferred Shares are set forth in the Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Series C Convertible Preferred Stock, substantially in the form attached as Exhibit B hereto (the “Series C Certificate of Designation”). The designations, rights, preferences and other terms and provisions of the Series D Preferred Shares are set forth in the Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Series D Convertible Preferred Stock, substantially in the form attached as Exhibit C hereto (the “Series D Certificate of Designation”).

Restructuring. (a) Prior to the Closing, Seller shall cause: (i) each Purchased Subsidiary to convey, transfer, assign and deliver to Seller or a Retained Subsidiary all of such Purchased Subsidiary’s right, title and interest in, to and under (A) the assets, properties and business, of every kind and description, that are not owned, held or used primarily in the conduct of the Slot Routes Business by such Purchased Subsidiary, including all right, title and interest of such Purchased Subsidiary in, to and under the assets and properties listed in Section 2.06(a)(i) of the Disclosure Schedule and (B) all cash and cash equivalents on hand and in banks as (other than Working Capital of the close of business on the Business Day immediately prior to the Closing Date except for any Transferred Cash (the “Purchased Subsidiary Pre-Closing Cash”Slot Routes Business). All such of the assets, properties and business so conveyed, transferred, assigned and delivered shall be retained by Seller and the Retained Subsidiaries and will not be acquired by Buyer through its purchase of the Business and will be deemed to be Excluded Assets for all purposes of this Agreement. Notwithstanding anything to the contrary in this Section or elsewhere in this Agreement, prior to the Closing Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly convey, transfer, assign or deliver, nor enter into any transaction or series of transactions having the purpose or effect of directly or indirectly transferring, dividending, distributing or otherwise repatriating, any Purchased Subsidiary Pre-Closing Cash, in each case to the extent such action or transaction would have any Economic Detriment;; and (ii) all debts, obligations, contracts and Liabilities liabilities of each Purchased Subsidiary of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) that do not primarily relate to or arise out of the conduct of the Business or which are Purchased Subsidiary Liabilities, including all contracts and Liabilities listed in Section 2.06(a)(ii) of the Disclosure ScheduleSlot Route Business, to be assumed by Seller or a Retained Subsidiary. All of such the debts, obligations, contracts and Liabilities liabilities so assumed shall be deemed to retained by Seller and the Retained Subsidiaries and will not be Excluded Liabilities for all purposes acquired by Buyer through its purchase of this Agreement; and (iii) each Purchased Subsidiary to transfer to Seller or a Retained Subsidiary (or otherwise terminate the employment of) any employee who is not a Business Employee. For the avoidance of doubt, all Liabilities and commitments relating to such employees shall will be deemed to be Excluded Liabilities for all purposes of this Agreement. (b) If Before the later of (i) 30 days after the date hereof and (ii) 5 Business Days after Buyer (or its Affiliate) delivers the Buyer Lender Consent, Seller may elect (by written notice to Buyer), solely at Seller’s cost and expense, to (i) contribute, sell, convey, transfer, assign and/or deliver to New Sub, and cause the Retained Subsidiaries to contribute, sell, convey, transfer, assign and/or deliver to New Sub, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the Purchased Assets (other than the Excluded Assets), free and clear of any Excluded Liabilities and Liens, other than Permitted Liens, and (ii) contribute and/or assign to New Sub, and cause the Retained Subsidiaries to contribute and/or assign to New Sub, all of the Assumed Liabilities (the transactions contemplated by Section 2.06(aclauses (i) and (ii), collectively, the “RestructuringPre-Closing Contribution”) are ). If the Pre-Closing Contribution occurs, New Sub shall constitute a Purchased Subsidiary for all purposes hereunder, and Seller’s obligations to sell the Purchased Assets and assign the Assumed Liabilities to Buyer, and Buyer’s obligations to purchase the Purchased Assets and assume the Assumed Liabilities from Seller, shall be deemed satisfied upon the purchase of the Shares of New Sub by Buyer from Seller. In connection with any Pre-Closing Contribution, Seller will endeavor to obtain, as promptly as practicable, each of the consents and approvals with respect to New Sub set forth on Section 2.06 of the Disclosure Schedule; provided however, that in the event any such consent or approval is not completed obtained on or prior to the Closing Date, thenand the failure to obtain such consent or approval would delay the timing of or otherwise impair the Closing, Seller shall be obligated to sell the Purchased Assets, and Buyer shall be obligated to assume the Assumed Liabilities, as otherwise contemplated under this Agreement. (ic) Without limiting the Closing shall nonetheless be consummated (unless generality of the Restructuring has not been consummated foregoing, all assets, rights, titles, claims and other interests of the Purchase Subsidiaries with respect to TI Koreathe matter described in Item 1 of Section 3.10 of the Disclosure Schedule, including any interests in which case deposits or funds held in escrow (collectively, the Closing shall not be consummated until the Restructuring with respect to TI Korea has been completed) and the Shares transferred to Buyer“Excluded Litigation Assets”), but if the Restructuring has not been completed with respect to TI Italia, then the Shares of TI Italia shall be retained by Seller and shall not be transferred to Buyer at the Closing; (ii) each of Buyer and Seller shallRetained Subsidiaries, and shall cause its Subsidiaries to, use its reasonable efforts (but without the payment of money by Buyer) to complete the Restructuring as soon as reasonably practicable following the Closing Date, including Buyer causing the Purchased Subsidiaries to implement arrangements (such as, for example, payment of dividends or the making of intercompany loans) to facilitate the transfer of any remaining Purchased Subsidiary Pre-Closing Cash to Seller; provided that Buyer and its Affiliates (including the Purchased Subsidiaries) will not be required to take any action that would have an Economic Detriment. In addition, following the Closing acquired by Buyer shall, and shall cause the Purchased Subsidiaries to, hold all Purchased Subsidiary Pre-Closing Cash in segregated accounts (and provide Seller with monthly statements for such accounts promptly following receipt thereof) and take reasonable steps to ensure that other cash through its purchase of the Business and will not be comingled with the Purchased Subsidiary Pre-Closing Cash; (iii) Seller shall receive the benefits of each Excluded Asset and bear the burdens of ownership of each Excluded Liability with respect to which the Restructuring has not been completed prior to the Closing from and including the Closing Date to and including the date on which the Restructuring is completed thereto (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at Closing deemed to be borne by Seller); Excluded Assets for all purposes of this Agreement. Seller agrees (ivi) if to maintain the Shares of TI Italia are not transferred to Buyer Excluded Litigation Assets in deposit, escrow or reserve at the Closing all times in accordance with clause (i) above, (A) Buyer shall receive the benefits and bear the burdens confirmed first amended joint plan of ownership reorganization of the Business to the extent conducted by TI Italia from and including the Closing Date to and including the date on which such Shares are so transferred to Buyer (with any costs Seller’s predecessor or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at the Closing to be borne by Seller) predecessor in interest and (B) Seller shall transfer such Shares all applicable bankruptcy court orders and (ii) not to withdraw, disburse or otherwise impair the Excluded Litigation Assets without Buyer’s prior written consent (not to be unreasonably withheld or delayed). Following the Closing, Buyer (in and the manner contemplated by Section 2.09(c)(v)) without the payment by Buyer of any additional consideration therefor promptly following the completion of the Restructuring with respect to TI Italia; and (v) Seller and Buyer Purchased Subsidiaries shall cooperate in a mutually agreeable manner good faith with Seller, and enter into such amendments shall use commercially reasonable efforts to promptly assign, deliver or pay over to Seller any Excluded Litigation Assets that are held by or received by Buyer or any of the Transaction Documents and additional agreements as may be reasonably necessary so as to implement Purchased Subsidiaries following the foregoingClosing.

Restructuring. (a) Prior Subject to the Closing, Seller shall cause: (i) each Purchased Subsidiary to convey, transfer, assign and deliver to Seller or a Retained Subsidiary all of such Purchased Subsidiary’s right, title and interest in, to and under (A) the assets, properties and business, of every kind and description, that are not owned, held or used primarily in the conduct of the Business by such Purchased Subsidiary, including all right, title and interest of such Purchased Subsidiary in, to and under the assets and properties listed in Section 2.06(a)(i) of the Disclosure Schedule and (B) all cash and cash equivalents on hand and in banks as of the close of business on the Business Day immediately prior to the Closing Date except for any Transferred Cash (the “Purchased Subsidiary Pre-Closing Cash”4.5(c). All such assets, properties and business shall be deemed to be Excluded Assets for all purposes of this Agreement. Notwithstanding anything to the contrary in this Section or elsewhere in this Agreement, prior to the Closing consummation of the Closing, for no additional consideration from Buyer, on an “as-is”, “where is” basis, without any representations or warranties or any recourse against the Company or Buyer, and in accordance with Schedule 4.5(a)-1, (i) Seller shall nothave caused the Company to dividend, distribute or transfer all of the assets, rights and shall cause its Subsidiaries not to, directly or indirectly convey, transfer, assign or deliver, nor enter into any transaction or series interests of transactions having the purpose or effect of directly or indirectly transferring, dividending, distributing or otherwise repatriating, any Purchased Subsidiary Pre-Closing Cash, in each case Company exclusively relating to the extent Excluded Businesses (such action assets, rights and interests, the “Excluded Assets”) to Seller or transaction would have any Economic Detriment; an Affiliate of Seller (other than the Company) and (ii) Seller shall have caused the Company to delegate, and caused Seller or an Affiliate of Seller (other than the Company) to assume all contracts and Liabilities of each Purchased Subsidiary of any kindthe liabilities or obligations whatsoever, character or description (whether known or unknown, accrued, absolute, contingent contingent, unliquidated or otherwise) that do not primarily relate to or arise out , of the conduct Company to the extent (x) directly relating to the Excluded Businesses or (y) until November 14, 2014, indirectly relating to the Excluded Businesses (all of such liabilities and obligations described in clause (x) and an amount equal to thirty percent (30%) of such liabilities and obligations described in clause (y), together with the Business or which are Purchased Subsidiary Employee Liabilities and Specified Order Liabilities, including all contracts and Liabilities listed in Section 2.06(a)(ii) of the Disclosure Schedule, to be assumed by Seller or a Retained Subsidiary. All of such contracts and Liabilities shall be deemed to be Excluded Liabilities for all purposes of this Agreement; and (iii) each Purchased Subsidiary to transfer to Seller or a Retained Subsidiary (or otherwise terminate the employment of) any employee who is not a Business Employee. For the avoidance of doubt, all Liabilities and commitments relating to such employees shall be deemed to be Excluded Liabilities for all purposes of this Agreement. (b) If the transactions contemplated by Section 2.06(a) (the “RestructuringExcluded Liabilities”) are not completed on or prior to the Closing Date, then (i) the Closing shall nonetheless be consummated (unless the Restructuring has not been consummated with respect to TI Korea, in which case the Closing shall not be consummated until the Restructuring with respect to TI Korea has been completed) and the Shares transferred to Buyer, but if the Restructuring has not been completed with respect to TI Italia, then the Shares of TI Italia shall be retained by Seller and shall not be transferred to Buyer at the Closing; (ii) each of Buyer and Seller shall, and shall cause its Subsidiaries to, use its reasonable efforts (but without the payment of money by Buyer) to complete the Restructuring as soon as reasonably practicable following the Closing Date, including Buyer causing the Purchased Subsidiaries to implement arrangements (such as, for example, payment of dividends or the making of intercompany loans) to facilitate the transfer of any remaining Purchased Subsidiary Pre-Closing Cash to Seller; provided that Buyer and its Affiliates (including the Purchased Subsidiaries) will not be required to take any action that would have an Economic Detriment). In addition, following the Closing Buyer shall, and shall cause the Purchased Subsidiaries to, hold all Purchased Subsidiary Pre-Closing Cash in segregated accounts (and provide Seller with monthly statements for such accounts promptly following receipt thereof) and take reasonable steps to ensure that other cash of the Business will not be comingled with the Purchased Subsidiary Pre-Closing Cash; (iii) Seller shall receive the benefits of each “Excluded Asset and bear the burdens of ownership of each Excluded Liability with respect to which the Restructuring has not been completed prior to the Closing from and including the Closing Date to and including the date on which the Restructuring is completed thereto (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at Closing to be borne by Seller); (iv) if the Shares of TI Italia are not transferred to Buyer at the Closing in accordance with clause (i) above, Businesses” means (A) Buyer shall receive the benefits and bear the burdens of ownership business or businesses of the Business Company to the extent conducted by TI Italia from and including relating to any goods, products or services which use, bear or exploit the Closing Date to and including the date on which such Shares are so transferred to Buyer (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at the Closing to be borne by Seller) Intellectual Property set forth in Schedule 4.5(a)-1 and (B) the Excluded Subsidiaries. “Employee Liabilities” means all of the liabilities or obligations whatsoever, whether known or unknown, accrued, absolute, contingent, unliquidated or otherwise, (i) to the extent relating to the Employee Transfer or the employment or service or termination thereof on or after the Closing Date by Seller or any of its Affiliates (other than the Company) of any Person or (ii) of the type described on Schedule 4.5(a)-2. “Specified Order Liabilities” means all of the liabilities or obligations whatsoever, whether known or unknown, accrued, absolute, contingent, unliquidated or otherwise, of the Company to the extent relating to the Specified Orders. “Specified Orders” shall transfer such Shares to Buyer (have the same meaning as “Specified Orders” in the manner contemplated by Inventory Purchase Agreement. Buyer shall cause the Company to comply with its obligations under the last sentence of Section 2.09(c)(v)) without the payment by Buyer of any additional consideration therefor promptly following the completion 9.10 of the Restructuring with respect to TI Italia; and (v) Seller and Buyer shall cooperate in a mutually agreeable manner and enter into such amendments to the Transaction Documents and additional agreements as may be reasonably necessary so as to implement the foregoingInventory Purchase Agreement.

Restructuring. (a) Prior to the Closing, Seller shall cause: (i) each Purchased Subsidiary to convey, transfer, assign and deliver to Seller or a Retained Subsidiary all of such Purchased Subsidiary’s 's right, title and interest in, to and under (A) the assets, properties and business, of every kind and description, that are not owned, held or used primarily in the conduct of the Business by such Purchased Subsidiary, including all right, title and interest of such Purchased Subsidiary in, to and under the assets and properties listed in Section 2.06(a)(i) of the Disclosure Schedule and (B) all cash and cash equivalents on hand and in banks as of the close of business on the Business Day immediately prior to the Closing Date except for any Transferred Cash (the “Purchased Subsidiary Pre-Closing Cash”). All such assets, properties and business shall be deemed to be Excluded Assets for all purposes of this Agreement. Notwithstanding anything to the contrary in this Section or elsewhere in this Agreement, prior to the Closing Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly convey, transfer, assign or deliver, nor enter into any transaction or series of transactions having the purpose or effect of directly or indirectly transferring, dividending, distributing or otherwise repatriating, any Purchased Subsidiary Pre-Closing Cash, in each case to the extent such action or transaction would have any Economic Detriment; (ii) all contracts and Liabilities of each Purchased Subsidiary of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) that do not primarily relate to or arise out of the conduct of the Business or which are Purchased Subsidiary Liabilities, including all contracts and Liabilities listed in Section 2.06(a)(ii) of the Disclosure Schedule, to be assumed by Seller or a Retained Subsidiary. All of such contracts and Liabilities shall be deemed to be Excluded Liabilities for all purposes of this Agreement; and (iii) each Purchased Subsidiary to transfer to Seller or a Retained Subsidiary (or otherwise terminate the employment of) any employee who is not a Business Employee. For the avoidance of doubt, all Liabilities and commitments relating to such employees shall be deemed to be Excluded Liabilities for all purposes of this Agreement. (b) If the transactions contemplated by Section 2.06(a) (the “Restructuring”) are not completed on or prior to the Closing Date, then (i) the Closing shall nonetheless be consummated (unless the Restructuring has not been consummated with respect to TI Korea, in which case the Closing shall not be consummated until the Restructuring with respect to TI Korea has been completed) and the Shares transferred to Buyer, but if the Restructuring has not been completed with respect to TI Italia, then the Shares of TI Italia shall be retained by Seller and shall not be transferred to Buyer at the Closing; (ii) each of Buyer and Seller shall, and shall cause its Subsidiaries to, use its reasonable efforts (but without the payment of money by Buyer) to complete the Restructuring as soon as reasonably practicable following the Closing Date, including Buyer causing the Purchased Subsidiaries to implement arrangements (such as, for example, payment of dividends or the making of intercompany loans) to facilitate the transfer of any remaining Purchased Subsidiary Pre-Closing Cash to Seller; provided that Buyer and its Affiliates (including the Purchased Subsidiaries) will not be required to take any action that would have an Economic Detriment. In addition, following the Closing Buyer shall, and shall cause the Purchased Subsidiaries to, hold all Purchased Subsidiary Pre-Closing Cash in segregated accounts (and provide Seller with monthly statements for such accounts promptly following receipt thereof) and take reasonable steps to ensure that other cash of the Business will not be comingled with the Purchased Subsidiary Pre-Closing Cash; (iii) Seller shall receive the benefits of each Excluded Asset and bear the burdens of ownership of each Excluded Liability with respect to which the Restructuring has not been completed prior to the Closing from and including the Closing Date to and including the date on which the Restructuring is completed thereto (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at Closing to be borne by Seller); (iv) if the Shares of TI Italia are not transferred to Buyer at the Closing in accordance with clause (i) above, (A) Buyer shall receive the benefits and bear the burdens of ownership of the Business to the extent conducted by TI Italia from and including the Closing Date to and including the date on which such Shares are so transferred to Buyer (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at the Closing to be borne by Seller) and (B) Seller shall transfer such Shares to Buyer (in the manner contemplated by Section 2.09(c)(v)) without the payment by Buyer of any additional consideration therefor promptly following the completion of the Restructuring with respect to TI Italia; and (v) Seller and Buyer shall cooperate in a mutually agreeable manner and enter into such amendments to the Transaction Documents and additional agreements as may be reasonably necessary so as to implement the foregoing.

Restructuring. (a) Prior to Before the Closing, Seller shall cause: later of (i) each Purchased Subsidiary 30 days after the date hereof and (ii) 5 Business Days after Seller delivers the Seller Lender Consent, Seller may elect (by written notice to Buyer), solely at Seller’s cost and expense, to (i) contribute, sell, convey, transfer, assign and and/or deliver to Seller or a New Sub, and cause the Retained Subsidiary Subsidiaries to contribute, sell, convey, transfer, assign and/or deliver to New Sub, all of such Purchased SubsidiarySeller’s and the Retained Subsidiaries’ right, title and interest in, to and under the Purchased Assets (Aother than the Excluded Assets), free and clear of any Excluded Liabilities and Liens, other than Permitted Liens, and (ii) contribute and/or assign to New Sub, and cause the assetsRetained Subsidiaries to contribute and/or assign to New Sub, properties and business, of every kind and description, that are not owned, held or used primarily in the conduct all of the Business Assumed Liabilities (the transactions contemplated by such Purchased Subsidiary, including all right, title and interest of such Purchased Subsidiary in, to and under the assets and properties listed in Section 2.06(a)(iclauses (i) of the Disclosure Schedule and (B) all cash and cash equivalents on hand and in banks as of the close of business on the Business Day immediately prior to the Closing Date except for any Transferred Cash (ii), collectively, the “Purchased Subsidiary Pre-Closing CashContribution”). All such assetsIf the Pre-Closing Contribution occurs, properties Seller’s obligations to sell the Purchased Assets and business assign the Assumed Liabilities to Buyer, and Buyer’s obligations to purchase the Purchased Assets and assume the Assumed Liabilities from Seller, shall be deemed to be Excluded Assets for all purposes satisfied upon the purchase of this Agreementthe equity interests of New Sub by Buyer from Seller. Notwithstanding anything to the contrary in this Section or elsewhere in this Agreement, prior to the Closing Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly convey, transfer, assign or deliver, nor enter into In connection with any transaction or series of transactions having the purpose or effect of directly or indirectly transferring, dividending, distributing or otherwise repatriating, any Purchased Subsidiary Pre-Closing CashContribution, in Seller will endeavor to obtain, as promptly as practicable, each case to the extent such action or transaction would have any Economic Detriment; (ii) all contracts and Liabilities of each Purchased Subsidiary of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) that do not primarily relate to or arise out of the conduct of the Business or which are Purchased Subsidiary Liabilities, including all contracts consents and Liabilities listed in approvals with respect to New Sub set forth on Section 2.06(a)(ii) 2.06 of the Disclosure Schedule; provided however, to be assumed by Seller that in the event any such consent or a Retained Subsidiary. All of such contracts and Liabilities shall be deemed to be Excluded Liabilities for all purposes of this Agreement; and (iii) each Purchased Subsidiary to transfer to Seller or a Retained Subsidiary (or otherwise terminate the employment of) any employee who approval is not a Business Employee. For the avoidance of doubt, all Liabilities and commitments relating to such employees shall be deemed to be Excluded Liabilities for all purposes of this Agreement. (b) If the transactions contemplated by Section 2.06(a) (the “Restructuring”) are not completed obtained on or prior to the Closing Date, then (i) the Closing shall nonetheless be consummated (unless the Restructuring has not been consummated with respect to TI Korea, in which case the Closing shall not be consummated until the Restructuring with respect to TI Korea has been completed) and the Shares transferred failure to Buyerobtain such consent or approval would delay the timing of or otherwise impair the Closing, but if the Restructuring has not been completed with respect to TI Italia, then the Shares of TI Italia Seller shall be retained by Seller and shall not be transferred obligated to Buyer at the Closing; (ii) each of Buyer and Seller shall, and shall cause its Subsidiaries to, use its reasonable efforts (but without the payment of money by Buyer) to complete the Restructuring as soon as reasonably practicable following the Closing Date, including Buyer causing sell the Purchased Subsidiaries to implement arrangements (such asAssets, for example, payment of dividends or the making of intercompany loans) to facilitate the transfer of any remaining Purchased Subsidiary Pre-Closing Cash to Seller; provided that Buyer and its Affiliates (including the Purchased Subsidiaries) will not be required to take any action that would have an Economic Detriment. In addition, following the Closing Buyer shall, and shall cause the Purchased Subsidiaries to, hold all Purchased Subsidiary Pre-Closing Cash in segregated accounts (and provide Seller with monthly statements for such accounts promptly following receipt thereof) and take reasonable steps to ensure that other cash of the Business will not be comingled with the Purchased Subsidiary Pre-Closing Cash; (iii) Seller shall receive the benefits of each Excluded Asset and bear the burdens of ownership of each Excluded Liability with respect to which the Restructuring has not been completed prior to the Closing from and including the Closing Date to and including the date on which the Restructuring is completed thereto (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at Closing to be borne by Seller); (iv) if the Shares of TI Italia are not transferred to Buyer at the Closing in accordance with clause (i) above, (A) Buyer shall receive the benefits and bear the burdens of ownership of the Business to the extent conducted by TI Italia from and including the Closing Date to and including the date on which such Shares are so transferred to Buyer (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at the Closing to be borne by Seller) and (B) Seller shall transfer such Shares to Buyer (in the manner contemplated by Section 2.09(c)(v)) without the payment by Buyer of any additional consideration therefor promptly following the completion of the Restructuring with respect to TI Italia; and (v) Seller and Buyer shall cooperate in a mutually agreeable manner and enter into such amendments be obligated to assume the Transaction Documents and additional agreements Assumed Liabilities, as may be reasonably necessary so as to implement the foregoingotherwise contemplated under this Agreement.

Restructuring. (a) Prior If requested by the Buyer, the Company agrees to consider in good faith to cooperate and cause its Subsidiaries to cooperate with the Closing, Seller shall cause: (i) each Purchased Subsidiary to convey, transfer, assign Buyer in restructuring the ownership and deliver to Seller or a Retained Subsidiary all of such Purchased Subsidiary’s right, title and interest in, to and under (A) the assets, properties and business, of every kind and description, that are not owned, held or used primarily in the conduct operations of the Business by such Purchased Subsidiary, including all right, title and interest of such Purchased Subsidiary in, to and under the assets and properties listed in Section 2.06(a)(i) Subsidiaries of the Disclosure Schedule and (B) all cash and cash equivalents Company on hand and in banks as of the close of business on the Business Day immediately or prior to the Closing Date except for any Transferred Cash (the “Purchased Subsidiary Pre-Closing Cash”). All such assets, properties and business which restructuring shall be deemed effected as close to the Closing Date as possible) in the manner reasonably requested by the Buyer; provided that any such restructuring shall not reduce the Merger Consideration to be Excluded Assets for all purposes of this Agreementpaid pursuant to Section 2.1(d). Notwithstanding anything to the contrary in this Section or elsewhere in this Agreementherein, prior to the Closing Seller Company shall not, and shall cause its Subsidiaries not to, directly or indirectly convey, transfer, assign or deliver, nor enter into any transaction or series of transactions having the purpose or effect of directly or indirectly transferring, dividending, distributing or otherwise repatriating, any Purchased Subsidiary Pre-Closing Cash, in each case to the extent such action or transaction would have any Economic Detriment; (ii) all contracts and Liabilities of each Purchased Subsidiary of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) that do not primarily relate to or arise out of the conduct of the Business or which are Purchased Subsidiary Liabilities, including all contracts and Liabilities listed in Section 2.06(a)(ii) of the Disclosure Schedule, to be assumed by Seller or a Retained Subsidiary. All of such contracts and Liabilities shall be deemed to be Excluded Liabilities for all purposes of this Agreement; and (iii) each Purchased Subsidiary to transfer to Seller or a Retained Subsidiary (or otherwise terminate the employment of) any employee who is not a Business Employee. For the avoidance of doubt, all Liabilities and commitments relating to such employees shall be deemed to be Excluded Liabilities for all purposes of this Agreement. (b) If the transactions contemplated by Section 2.06(a) (the “Restructuring”) are not completed on or prior to the Closing Date, then (i) the Closing shall nonetheless be consummated (unless the Restructuring has not been consummated with respect to TI Korea, in which case the Closing shall not be consummated until the Restructuring with respect to TI Korea has been completed) and the Shares transferred to Buyer, but if the Restructuring has not been completed with respect to TI Italia, then the Shares of TI Italia shall be retained by Seller and shall not be transferred to Buyer at the Closing; (ii) each of Buyer and Seller shall, and shall cause its Subsidiaries to, use its reasonable efforts (but without the payment of money by Buyer) to complete the Restructuring as soon as reasonably practicable following the Closing Date, including Buyer causing the Purchased Subsidiaries to implement arrangements (such as, for example, payment of dividends or the making of intercompany loans) to facilitate the transfer of any remaining Purchased Subsidiary Pre-Closing Cash to Seller; provided that Buyer and its Affiliates (including the Purchased Subsidiaries) will not be required to take any action pursuant to this Section 6.12, including any action that would (i) have or reasonably be expected to have an Economic Detriment. In addition, following adverse effect on the Closing Buyer shall, and shall cause Company or its Subsidiaries or the Purchased Subsidiaries to, hold all Purchased Subsidiary Pre-Closing Cash in segregated accounts (and provide Seller with monthly statements for such accounts promptly following receipt thereof) and take reasonable steps to ensure that other cash shareholders of the Business will not Company (except to the extent that such action can be comingled rescinded without any adverse effect on the Company or its Subsidiaries or the shareholders), or (ii) (a) conflict with or violate the Purchased Subsidiary PreCompany’s Articles of Incorporation or By-Closing Cash; laws or any law or (iiib) Seller shall receive result in the benefits of each Excluded Asset and bear the burdens of ownership of each Excluded Liability with respect contravention of, or that would reasonably be expected to result in a violation or breach of, or a default under, any Contract to which the Restructuring has Company or any of its Subsidiaries is a party. Any and all actions undertaken by the Company at the direction of the Buyer pursuant to this Section 6.12 shall not been completed prior constitute a breach by the Company of any representation, warranty, or covenant made by the Company pursuant to this Agreement. The Buyer shall indemnify, defend, and hold harmless the Company, its Subsidiaries, and their respective officers, directors, employees, agents, shareholders and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any such actions taken by the Company at the direction of the Buyer. Notwithstanding anything to the Closing from and including contrary herein, the Closing Date Company shall not be obligated to and including the date on which the Restructuring is completed thereto (with incur any out-of-pocket fees, costs or expense associated with such arrangements incremental expenses pursuant to what Buyer would bear had this Section 6.12 until the Restructuring occurred at Closing Effective Time pursuant to be borne by Seller); (iv) if the Shares of TI Italia are not transferred to Buyer at the Closing in accordance with clause (i) above, (A) Buyer shall receive the benefits and bear the burdens of ownership of the Business to the extent conducted by TI Italia from and including the Closing Date to and including the date on which such Shares are so transferred to Buyer (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at the Closing to be borne by Seller) and (B) Seller shall transfer such Shares to Buyer (in the manner contemplated by Section 2.09(c)(v)) without the payment by Buyer of any additional consideration therefor promptly following the completion of the Restructuring with respect to TI Italia; and (v) Seller and Buyer shall cooperate in a mutually agreeable manner and enter into such amendments to the Transaction Documents and additional agreements as may be reasonably necessary so as to implement the foregoing1.2 hereof.

Restructuring. (a) Prior to the Closing, (a) Seller shall, and shall cause: (i) cause each Purchased Subsidiary to convey, transferof its Affiliates to, assign and deliver transfer to Seller or a Retained Subsidiary the Company all of such Purchased Subsidiary’s right, title and interest in, to and under (Ai) the assets, properties and business (other than Intellectual Property Rights and the Product License Agreement) used primarily in the use, sale, offer for sale, development, manufacture, distribution, importation, commercialization or other exploitation of the Product by Seller or any of its Affiliates and (ii) the Product Intellectual Property Rights and the Product License Agreement, in the case of each of clauses (i) and (ii), free and clear of all Liens (collectively, the “Product Assets”) (other than any such Product Asset then held by the Company and Strongbridge U.S. Inc.; provided that, subject to Section 3.02, at the Closing, any Product Assets held by Strongbridge U.S. Inc. shall be transferred to Buyer or an Affiliate thereof designated by Buyer, including the Company) and (b) the Company shall assign and transfer to Seller or any of its Affiliates that are not the Company (i) all of its right, title and interest in, to and under the assets, properties and business, of every kind and description, that are not ownedProduct Assets, held or used primarily in the conduct of the Business by such Purchased Subsidiary, including all right, title and interest of such Purchased Subsidiary in, to and under the assets and properties listed in Section 2.06(a)(i) of the Disclosure Schedule and (B) all cash and cash equivalents on hand and in banks as of the close of business on the Business Day immediately prior to the Closing Date except for any Transferred Cash (the “Purchased Subsidiary Pre-Closing Cash”). All such assets, properties and business shall be deemed to be Excluded Assets for all purposes of this Agreement. Notwithstanding anything to the contrary in this Section or elsewhere in this Agreement, prior to the Closing Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly convey, transfer, assign or deliver, nor enter into any transaction or series of transactions having the purpose or effect of directly or indirectly transferring, dividending, distributing or otherwise repatriating, any Purchased Subsidiary Pre-Closing Cash, in each case to the extent such action or transaction would have any Economic Detriment; (ii) all contracts of its Liabilities in existence as of the Closing, including, without limitation, product liabilities and all Liabilities of each Purchased Subsidiary of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) that do not primarily relate under the Product License Agreement attributable to or arise arising out of the conduct of period prior to Closing but excluding any Liabilities under any intercompany loan entered into by the Business or which are Purchased Subsidiary Liabilities, including all contracts and Liabilities listed in Section 2.06(a)(ii) of the Disclosure Schedule, to be assumed by Company with Seller or a Retained Subsidiary. All of such contracts and Liabilities shall be deemed to be Excluded Liabilities for all purposes of this Agreement; and any Seller Affiliate in connection with (A) the entry into the Product License Agreement by the Company and/or (B) any Product Assets, (iii) each Purchased Subsidiary the employment, engagement or contractor relationship of any employee, contractor or consultant of the Company, as well as any and all Liabilities relating to transfer or arising out of the Company’s relationship with any individual who is currently or has been at any time in the past or was considered or applied to Seller be at any time, an employee, consultant or a Retained Subsidiary independent contractor of the Company and (or otherwise terminate the employment ofiv) any Liabilities, arising at any time before or after the Closing, in respect of any employee who is not a Business Employee. For the avoidance of doubtbenefit plan sponsored, all Liabilities and commitments relating maintained or contributed to such employees shall be deemed by or required to be contributed to by Seller, the Company or any of their Affiliates (such Liabilities, together with any other Liabilities as of the Closing of Seller and its Subsidiaries, “Excluded Liabilities for all purposes of this Agreement. (b) If the transactions contemplated by Section 2.06(aLiabilities”) (collectively, the “Restructuring”) are not completed on or prior to the Closing Date, then (i) the Closing ). Seller shall nonetheless be consummated (unless the Restructuring has not been consummated with respect to TI Korea, in which case the Closing shall not be consummated until the Restructuring with respect to TI Korea has been completed) and the Shares transferred to Buyer, but if the Restructuring has not been completed with respect to TI Italia, then the Shares of TI Italia shall be retained by Seller and shall not be transferred to Buyer at the Closing; (ii) each of Buyer and Seller shall, and shall cause its Subsidiaries to, use its reasonable efforts (but without the payment of money by Buyer) to complete the Restructuring as soon as reasonably practicable following the Closing Date, including Buyer causing the Purchased Subsidiaries to implement arrangements (such as, for example, payment of dividends or the making of intercompany loans) to facilitate the transfer of any remaining Purchased Subsidiary Pre-Closing Cash to Seller; provided that provide Buyer and its Affiliates (including the Purchased Subsidiaries) will not be required Representatives reasonable opportunity to take any action that would have an Economic Detriment. In addition, following the Closing Buyer shall, and shall cause the Purchased Subsidiaries to, hold all Purchased Subsidiary Pre-Closing Cash review in segregated accounts advance (and provide Seller with monthly statements for such accounts promptly following receipt thereofconsider in good faith any comments made by Buyer or its Representatives in relation to) and take reasonable steps to ensure that other cash of the Business will not be comingled with the Purchased Subsidiary Pre-Closing Cash; (iii) Seller shall receive the benefits of each Excluded Asset and bear the burdens of ownership of each Excluded Liability with respect to which the Restructuring has not been completed prior any documents relating to the Closing from and including the Closing Date to and including the date on which the Restructuring is completed thereto (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at Closing to be borne by Seller); (iv) if the Shares of TI Italia are not transferred to Buyer at the Closing in accordance with clause (i) above, (A) Buyer shall receive the benefits and bear the burdens of ownership of the Business to the extent conducted by TI Italia from and including the Closing Date to and including the date on which such Shares are so transferred to Buyer (with any costs or expense associated with such arrangements incremental to what Buyer would bear had the Restructuring occurred at the Closing to be borne by Seller) and (B) Seller shall transfer such Shares to Buyer (in the manner contemplated by Section 2.09(c)(v)) without the payment by Buyer of any additional consideration therefor promptly following the completion of the Restructuring with respect to TI Italia; and (v) Seller and Buyer shall cooperate in a mutually agreeable manner and enter into such amendments to the Transaction Documents and additional agreements as may be reasonably necessary so as to implement the foregoingRestructuring.