Common use of Transfer of Acquired Assets; Risk of Loss Clause in Contracts

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following each applicable Closing Date, the Purchaser will (i) at the Purchaser’s cost and expense, prepare for relocation the Acquired Assets located at any facilities currently occupied by the Seller or any of its Affiliates which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by the Purchaser Group pursuant to this Agreement, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party facility, the contract for which is not an Assumed Contract (each such facility, an “Excluded Seller Facility”) and remove and relocate such Acquired Assets from the relevant Excluded Seller Facility, and (ii) be responsible for all data transfer (including from the Seller Group information databases, servers, or data infrastructure facilities), delivery, transmission and reformatting costs and expenses related to the transfer of the Acquired Assets; provided, however, each of the Purchaser and the Seller shall be responsible for one-half of any costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, in connection with the transfer of data referred to in clause (ii). Subject to the provisions hereof, the Seller agrees to cooperate, and agrees to cause the other members of the Seller Group to cooperate, with the Purchaser Group and provide the Purchaser Group all assistance reasonably requested by the Purchaser in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any Acquired Assets or any portion of any of them to such location as the Purchaser will designate. The Acquired Assets will be transported by or on behalf of the Purchaser, and until all of the Acquired Assets are removed from an Excluded Seller Facility, the Seller will permit, and will cause its Affiliates to permit, the Purchaser and its authorized Representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Facility during normal business hours to the extent necessary to disconnect, detach, remove, package and crate the Acquired Assets for transport. The Purchaser will be responsible for (A) disconnecting and detaching all fixtures and equipment that are Acquired Assets from the roof, floor, ceiling and walls of an Excluded Seller Facility so as to be freely removed from such Excluded Seller Facility by the Purchaser Group (and shall repair all damage caused by such removal), (B) packaging and loading the Acquired Assets for transporting to and reinstalling the Acquired Assets at such location(s) as the Purchaser will determine, and (C) repairing any damage that is caused by such removal and leaving the Excluded Seller Facility clean and free of debris and in a safe condition with no exposed wiring.

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following each applicable Closing DateBuyers will, the Purchaser will (i) at the Purchaser’s Buyers’ cost and expense, prepare for the removal and relocation the Acquired Assets of any Transferred Tangible Personal Property located at any the facilities currently occupied by the Seller or any of its Affiliates set forth on Schedule 2.7(a)(i), which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by the Purchaser Group Buyers or any of their Subsidiaries pursuant to this Agreement, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements Agreement or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party facility, the contract Contract for which is not an Assumed a Transferred Contract (each such facility, an “Excluded Seller Sellers Facility”) and remove and relocate such Acquired Assets from the relevant Excluded Seller FacilitySellers Facility as provided under and in accordance with the Transition Services Agreement (the “Buyers Relocation Deadline”). Sellers will, at Sellers’ cost and (ii) be responsible expense, prepare for all data transfer (including from the Seller Group information databases, servers, or data infrastructure facilitiesremoval and relocation of any tangible Excluded Assets located at the facilities set forth on Schedule 2.7(a)(ii), deliverywhich facilities are to be purchased, transmission assigned or transferred to Buyers and reformatting costs their Subsidiaries and expenses related not subleased or otherwise occupied by Sellers or any of their Subsidiaries following the applicable Closing pursuant to the transfer of the Acquired Assets; provided, however, each of the Purchaser and the Seller shall be responsible for one-half of this Agreement or any costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, other agreement entered into in connection with the transfer of data referred to Transactions (each such facility, a “Post-Closing Buyers Facility”) and remove and relocate such Excluded Assets from the relevant Post-Closing Buyers Facility as provided under and in clause accordance with the Transition Services Agreement (iithe “Sellers Relocation Deadline”). Subject to the provisions hereof, each of Sellers, on the Seller agrees one hand, and Buyers, on the other hand, agree to cooperate, and agrees agree to cause the other members of the Seller Group their respective Subsidiaries, as applicable, to cooperatecooperate with each other, with the Purchaser Group and provide the Purchaser Group each other all assistance reasonably requested by the Purchaser other Party in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any such Acquired Assets or Excluded Assets or any portion of any of them thereof to such location as the Purchaser Buyers or Sellers, as applicable, will designate. The Acquired Assets will be transported by or on behalf of the Purchaser, and until all of the Acquired Assets are removed from an Excluded Seller Facility, the Seller will permit, and will cause its Affiliates to permit, the Purchaser and its authorized Representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Facility during normal business hours to the extent necessary to disconnect, detach, remove, package and crate the Acquired Assets for transport. The Purchaser will be responsible for (A) disconnecting and detaching all fixtures and equipment that are Acquired Assets from the roof, floor, ceiling and walls of an Excluded Seller Facility so as to be freely removed from such Excluded Seller Facility by the Purchaser Group (and shall repair all damage caused by such removal), (B) packaging and loading the Acquired Assets for transporting to and reinstalling the Acquired Assets at such location(s) as the Purchaser will determine, and (C) repairing any damage that is caused by such removal and leaving the Excluded Seller Facility clean and free of debris and in a safe condition with no exposed wiring.

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following each applicable Closing DateThe Sellers will, the Purchaser will (i) at the Purchaser’s Sellers’ cost and expense, prepare for the removal and relocation the Acquired of any tangible Excluded Assets located at any the facilities currently set forth on Schedule 2.8(a)(i), which facilities are to be purchased, assigned or transferred to Acquisition Sub and not subleased or otherwise occupied by the any Seller or any of its Affiliates which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by Subsidiaries following the Purchaser Group Closing pursuant to this Agreement, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements Agreement or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party facility, the contract for which is not an Assumed Contract Transactions (each such facility, an a “Excluded Seller Post-Closing Buyer Facility”) and remove and relocate such Acquired Excluded Assets from the relevant Excluded Seller Facility, and (ii) be responsible for all data transfer (including from the Seller Group information databases, servers, or data infrastructure facilities), delivery, transmission and reformatting costs and expenses related Post-Closing Buyer Facility prior to the transfer of Closing (the Acquired Assets; provided, however, each of the Purchaser and the “Seller shall be responsible for one-half of any costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, in connection with the transfer of data referred to in clause (iiRelocation Deadline”). Subject to the provisions hereof, each of the Seller Sellers and Buyer agrees to cooperate, and agrees to cause the other members of the Seller Group their respective Subsidiaries, as applicable, to cooperatecooperate with each other, with the Purchaser Group and provide the Purchaser Group each other all assistance reasonably requested by the Purchaser other party in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any such Acquired Assets or Excluded Assets or any portion of any of them thereof to such location as Buyer or the Purchaser Sellers, as applicable, will designate. The Acquired costs of transition services with respect to relocation and installation of Transferred Technology (including the Prospect DB) on Buyer’s equipment or at Buyer’s facility shall be payable to Sellers pursuant to the Transition Services Agreement. Such Excluded Assets will be transported by or on behalf of the PurchaserSellers, and until all of the Acquired such Excluded Assets are removed from an Excluded Seller a Post-Closing Buyer Facility, the Seller Buyer will permit, and will cause its Affiliates Subsidiaries to permit, the Purchaser Sellers and its their authorized Representativesagents or representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Post-Closing Buyer Facility during normal business hours to the extent necessary to comply with the terms of this Section 2.8 including to disconnect, detach, remove, package and crate the Acquired such Excluded Assets for transport. The Purchaser Sellers will be responsible for (A) disconnecting and detaching all fixtures and equipment that are Acquired comprising such Excluded Assets from the roofroofs, floor, ceiling and walls of an Excluded Seller a Post-Closing Buyer Facility so as prior to be freely removed removing the same from such Excluded Seller Facility by the Purchaser Group (and shall repair all damage caused by such removal)Post-Closing Buyer Facility, (B) packaging and loading the Acquired such Excluded Assets for transporting to and reinstalling the Acquired any reinstallation of such Excluded Assets at such location(s) as the Purchaser will Sellers may determine, and (C) repairing any damage that is caused by such removal and leaving removal, the Excluded Seller Facility parties agreeing that the Sellers shall leave the applicable premises in broom clean and free of debris condition and in a safe no better condition with no exposed wiringthan the remainder of the premises generally.

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following each applicable Closing DateSeller will, the Purchaser will (i) at the PurchaserSeller’s cost and expense, prepare for the removal and relocation the Acquired Assets of any Business Tangible Property located at any the facilities set forth on Section 1.8(a)(i) of the Disclosure Letter, which are currently occupied by the Seller or any other member of its Affiliates the Seller Group and which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by the Purchaser Buyer Group pursuant to this Agreement, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements Agreement or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party facility, the contract for which is not an Assumed a Transferred Contract (each such facility, an “Excluded Seller Facility”) and Buyer will, at Buyer’s cost and expense and in cooperation with Seller, remove and relocate such Acquired Assets from the relevant Excluded Seller FacilityFacility within thirty (30) calendar days of the Closing Date (the “Buyer Relocation Deadline”). Seller will (i) at Seller’s cost and expense, prepare for the removal and (iirelocation of any tangible Excluded Assets located at the facilities set forth on Section 1.8(a)(ii) be responsible for all data transfer (including from of the Disclosure Letter, which are currently occupied by Seller or any other member of the Seller Group information databasesand which facilities are to be assigned, servers, subleased or data infrastructure facilities), delivery, transmission and reformatting costs and expenses related transferred to the transfer of the Acquired Assets; provided, however, each of the Purchaser Buyer Group and not subleased or otherwise occupied by the Seller shall be responsible for one-half of Group following the applicable Closing pursuant to this Agreement or any costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, other agreement entered into in connection with the transfer Transactions (each such facility, a “Post-Closing Buyer Facility”) and remove and relocate such Excluded Assets from the relevant Post-Closing Buyer Facility within ninety (90) calendar days of data referred to in clause the Closing Date (iithe “Seller Relocation Deadline”). Subject to the provisions hereof, the each of Seller and Buyer agrees to cooperateuse commercially reasonable efforts, and agrees to cause the other members of the Seller Group or the Buyer Group, as applicable, to cooperate, use commercially reasonable efforts with the Purchaser Buyer Group and the Seller Group, as applicable, and provide the Purchaser Buyer Group all or the Seller Group, as applicable, assistance reasonably requested by the Purchaser other party in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any such Acquired Assets or Excluded Assets or any portion of any of them thereof to such location as the Purchaser Buyer or Seller, as applicable, will designate. The Acquired Assets will be transported by or on behalf of the Purchaser, and until all of the Acquired Assets are removed from an Excluded Seller Facility, the Seller will permit, and will cause its Affiliates to permit, the Purchaser and its authorized Representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Facility during normal business hours to the extent necessary to disconnect, detach, remove, package and crate the Acquired Assets for transport. The Purchaser will be responsible for (A) disconnecting and detaching all fixtures and equipment that are Acquired Assets from the roof, floor, ceiling and walls of an Excluded Seller Facility so as to be freely removed from such Excluded Seller Facility by the Purchaser Group (and shall repair all damage caused by such removal), (B) packaging and loading the Acquired Assets for transporting to and reinstalling the Acquired Assets at such location(s) as the Purchaser will determine, and (C) repairing any damage that is caused by such removal and leaving the Excluded Seller Facility clean and free of debris and in a safe condition with no exposed wiring.

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following each applicable Closing DateThe Purchaser will, the Purchaser will (i) at the Purchaser’s cost and expense, prepare for the removal and relocation the Acquired Assets of any Tangible Personal Property (excluding furniture, furnishings, shared equipment and fixtures) located at any the facilities set forth on Schedule 10.8(a)(i) of the Seller Disclosure Schedule, which are currently occupied by the Seller or any other member of its Affiliates the Seller Group and which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by the Purchaser Group pursuant to this Agreement, the Seller Lease/Sublease Agreements, the Joint Use & Occupancy Agreements or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party facility, the contract for which is not an Assumed Contract (each such facility, an “Excluded Seller Facility”) and remove and relocate such Acquired Assets from the relevant Excluded Seller FacilityFacility with respect to any such facilities that include a Lab or Testbed, within one hundred eighty (180) days of the applicable Closing Date and, with respect to such remaining facilities, within ninety (90) days of the applicable Closing Date (as applicable, the “Purchaser Relocation Deadline”). The Seller will (i) at the Seller’s cost and expense, prepare for the removal and relocation of any tangible Excluded Assets (iiexcluding furniture, furnishings, shared equipment and fixtures) be responsible for all data transfer (including from located at the facilities set forth on Schedule 10.8(a)(ii) of the Seller Disclosure Schedule, which are currently occupied by the Seller or any other member of the Seller Group information databasesand which facilities are to be purchased, servers, assigned or data infrastructure facilities), delivery, transmission and reformatting costs and expenses related transferred to the transfer of Purchaser Group and not subleased or otherwise occupied by the Acquired Assets; providedSeller Group following the applicable Closing pursuant to this Agreement, however, each of the Purchaser and Lease/Sublease Agreements, the Seller shall be responsible for one-half of Joint Use & Occupancy Agreements or any costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, other agreement entered into in connection with the transfer Contemplated Transactions (each such facility, a “Post-Closing Purchaser Facility”) and remove and relocate such Excluded Assets from the relevant Post-Closing Purchaser Facility within ninety (90) days of data referred to in clause the applicable Closing Date (iias applicable, the “Seller Relocation Deadline”). Subject to the provisions hereof, each of the Seller and the Purchaser agrees to cooperate, and agrees to cause the other members of the Seller Group or the Purchaser Group, as applicable, to cooperate, cooperate with the Purchaser Group and the Seller Group, as applicable, and provide the Purchaser Group or the Seller Group, as applicable, all assistance reasonably requested by the Purchaser other party in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any such Acquired Assets or Excluded Assets or any portion of any of them thereof to such location as the Purchaser or the Seller, as applicable, will designate. The Acquired Assets will be transported by or on behalf of the Purchaser, and until all of the Acquired Assets are removed from an Excluded Seller Facility, the Seller will permit, and will cause its Affiliates to permit, the Purchaser and its authorized Representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Facility during normal business hours to the extent necessary to disconnect, detach, remove, package and crate the Acquired Assets for transport. The Purchaser will be responsible for (A) disconnecting and detaching all fixtures and equipment that are Acquired Assets from the roof, floor, ceiling and walls of an Excluded Seller Facility so as to be freely removed from such Excluded Seller Facility by the Purchaser Group (and shall repair all damage caused by such removal), (B) packaging and loading the Acquired Assets for transporting to and reinstalling the Acquired Assets at such location(s) as the Purchaser will determine, and (C) repairing any damage that is caused by such removal and leaving the Excluded Seller Facility clean and free of debris and in a safe condition with no exposed wiring.

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following each applicable Closing Date, the Purchaser will (i) at the Purchaser’s cost and expense, prepare for relocation the Acquired Assets located at any facilities currently occupied by the Seller or any of its Affiliates which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by the Purchaser Group pursuant to this Agreement, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements Transition Services Agreement or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party Third Party facility, the contract for which is not an Assumed Contract assumed pursuant to this Agreement (each such facility, an “Excluded Seller Facility”) and remove and relocate such Acquired Assets from the relevant Excluded Seller Facility, and (ii) be responsible for all data transfer (including from the Seller Group information databases, servers, or data infrastructure facilities), delivery, transmission and reformatting costs and expenses related to the transfer of the Acquired Assets; provided, however, each of the Purchaser and the Seller shall be responsible for one-half of any costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, in connection with the transfer of data referred to in clause (ii). Subject to the provisions hereof, the Seller agrees to cooperatecooperate with and support, and agrees agree to cause the other members of the Seller Group to cooperatecooperate with and support, with the Purchaser Group and provide the Purchaser Group all assistance reasonably requested by the Purchaser in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any Acquired Assets or any portion of any of them to such location as the Purchaser will designate. The Acquired Assets will be transported by or on behalf of the Purchaser, and until all of the Acquired Assets are removed from an Excluded Seller Facility, the Seller will permit, and will cause its Affiliates to permit, the Purchaser and its authorized Representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Facility during normal business hours to the extent necessary to disconnect, detach, remove, package and crate the Acquired Assets for transport. The To the extent permitted by applicable Law, the Purchaser will be responsible for (or, to the extent not permitted by applicable Law, the Seller or the Seller’s Affiliates, at the Purchaser’s sole cost and expense, will be responsible for) (A) disconnecting and detaching all fixtures and equipment that are Acquired Assets from the roof, floor, ceiling and walls of an Excluded Seller Facility so as to be freely removed from such Excluded Seller Facility by the Purchaser Group (and shall repair all damage caused by such removal), (B) packaging and loading the Acquired Assets for transporting to and reinstalling the Acquired Assets at such location(s) as the Purchaser will determine, and (C) repairing any damage that is caused by such removal and leaving the Excluded Seller Facility clean and free of debris and in a safe condition with no exposed wiring.