Sale of Excluded Product Lines. The Seller and the Thermo Parties shall cooperate in the process of (i) defining (to the extent not specified in Exhibit A) the assets and liabilities that comprise the Excluded Product Lines (as such term is defined in Section 2(c) of this Amendment) and allocating employees to the Excluded Product Lines, (ii) preparing one or more selling memoranda and other documents necessary to provide prospective purchasers with information about the Excluded Product Lines, (iii) locating prospective purchasers and discussing the Excluded Product Lines with prospective purchasers, (iv) facilitating due diligence review of the Excluded Product Lines by prospective purchasers, (v) negotiating purchase and sale agreements with prospective purchasers and (vi) conveying the assets and liabilities of the Excluded Product Lines to purchasers and otherwise facilitating an orderly transfer of the Excluded Product Lines to the purchasers thereof. Notwithstanding anything to the contrary in Exhibit A, the parties agree that the following employees (the "Excluded Product Line Employees") will be allocated to the Excluded Product Lines: (A) any employees whose responsibilities involve primarily the support of the Excluded Product Lines and (B) a percentage of the administrative (including, without limitation, clerical, human resources and accounting) employees at any Shared Building (as defined in Section 1(d)) equal to the ratio of the revenues generated from sales of Excluded Product Line products from such Shared Building to the revenues generated from sales of all products from such Shared Building. Notwithstanding the foregoing, the parties agree and acknowledge that the Seller shall bear primary responsibility for the sale of the Excluded Product Lines. In furtherance of, but without limiting, the foregoing, the Seller shall be responsible, at its expense, for drafting and negotiating purchase and sale agreements with prospective purchasers, preparing exhibits and schedules to such agreements, providing representations and warranties and indemnifications to such purchasers, ensuring compliance of such transactions with applicable laws and preparing any periodic reports relating to compliance with the Consent Order, the Hold Separate or the European Undertakings that are required to be submitted to the FTC under the Consent Order or to the OFT or FCO under the European Undertakings, including applications for divestiture. Such reports shall be provided to Buyer in sufficient...
