Common use of Transition Matters Clause in Contracts

Transition Matters. (a) Prior to the Closing, each party shall use its commercially reasonable efforts to negotiate in good faith the schedules to, and Provider Fees provided for in, the Transition Services Agreement in accordance with the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control from and after the Closing, subject to amendment in accordance with the terms of the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes with respect to the Transition Services Agreement prior to the Closing, such disputes shall not affect the obligations of the Parties to effect the Closing and shall be resolved in accordance with the terms of the Transition Services Agreement. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.

Transition Matters. (a) From the date hereof until the Closing, Seller shall, and shall cause the Company and its Subsidiaries to, at Buyer’s request, cooperate and reasonably assist Buyer and its Affiliates and their respective Representatives in connection with transition preparations and planning related to the transactions contemplated hereby, including those matters to be transitioned as contemplated by the Transition Services Agreement attached hereto as Exhibit B, and Buyer shall reimburse Seller at the Closing for its reasonable out-of-pocket expenses in connection with such cooperation and assistance. Prior to the Closing, each party shall use Buyer and its commercially reasonable efforts Affiliates and their respective Representatives may identify and engage in discussions with appropriate candidates to negotiate serve in good faith the schedules to, and Provider Fees provided for in, the Transition Services Agreement in accordance permanent or interim management positions with the terms thereofCompany and its Subsidiaries. To the extent Buyer may request in writing that the Parties are unable Company or any of its Subsidiaries hire any such person and, following receipt of written consent from Seller to reach such agreementhiring, not to be unreasonably withheld, conditioned or delayed, Seller shall cause the applicable provisions of the Transition Services Agreement shall control from Company and after the Closing, subject its Subsidiaries to amendment in accordance with the hire any such candidates as promptly as practicable on terms of the Transition Services Agreement. The Parties acknowledge and agree conditions established by Buyer; provided that if there are the Company or a Company Subsidiary hires, commits to hire or otherwise incurs any disputes obligation with respect to the Transition Services Agreement hiring of any such candidate prior to the ClosingClosing in accordance with Buyer’s written instructions, (i) if the Closing occurs, all out-of-pocket costs and expenses incurred by Seller or the Company or a Company Subsidiary prior to the Closing in connection with the hiring and employment of such disputes persons (the “New Executive Costs”) shall not affect the obligations be added as a current asset at Closing of the Parties Company for purposes of determining Closing Date Net Working Capital or (ii) if this Agreement terminates in accordance with its terms prior to effect the Closing and the Termination Fee is not due, Buyer shall be resolved reimburse Seller promptly following such termination for such New Executive Costs and any severance payments (which were consented to by Buyer in accordance with the terms of the Transition Services Agreement. (bwriting) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right paid to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto such candidates if they are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used terminated by the Company or any Subsidiary in the within five Business as Days of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period termination of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticableAgreement.

Transition Matters. (ai) Prior to On or as soon as reasonably practicable following the ClosingClosing Date, each party Seller shall use its commercially reasonable efforts to negotiate deliver or cause to be delivered to Buyer copies of the Promotional Materials and the Commercial Information, in good faith the schedules to, and Provider Fees provided for in, the Transition Services Agreement in accordance with the terms thereof. To each case to the extent that such Promotional Materials and Commercial Information are in the Parties are unable to reach such agreement, the applicable provisions possession of the Transition Services Agreement shall control from and after Seller Entities or Seller. Except as otherwise provided in the Ancillary Agreements or this Agreement, following the Closing, subject Seller shall recognize Buyer’s title to amendment the Primary Trademarks and the trademarks included in accordance the Other Intellectual Property, and shall not use such trademarks in its or any of its Affiliates’ corporate name, business name, internet domain name, electronic mail addresses, as metatags, or in any other manner whatsoever. Seller will not seek to register such trademarks in its name nor authorize the use of any configuration, trademark, trade names or other designation confusingly similar to any of such trademarks. Notwithstanding the above, however, Buyer agrees that Seller and the Seller Entities may use any Promotional Materials that refer to or relate to the Business but that do not relate exclusively to the Business (the “SCJ Materials”), for up to one (1) year following the Closing Date. (ii) After the Closing, Buyer shall not use any Excluded Marks for any purpose. Notwithstanding the foregoing, Buyer shall be permitted, solely for a period of one hundred eighty (180) days following the Closing Date, (A) to use in commerce or publicly display the Promotional Materials that bear Excluded Marks, and (B) to use the existing packaging materials and labels included in the Transferred Inventory that bear the Excluded Marks, in each case exclusively in connection with the terms distribution, marketing and sale of finished Products included in the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes Transferred Inventory in a manner consistent with respect to the Transition Services Agreement Seller’s practices prior to the Closing. Buyer shall destroy all Promotional Materials, packaging materials and labels bearing the Excluded Marks on or prior to the expiration of such disputes shall not affect the obligations of the Parties to effect period. Within one hundred eighty (180) days following the Closing Date, Buyer shall remove all Excluded Marks from all properties and shall be resolved assets included in accordance with the terms of the Transition Services AgreementAssets. (biii) Acquiror acknowledges Buyer and Seller agree that Seller has the absolute may maintain copies of any books and exclusive proprietary right to the trademark “OPTIMUM”, records and other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business financial data (collectively, the “NamesRecords”) that are included in the Assets and that none of are delivered to Buyer hereunder. Each party shall give the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoingother party and its representatives reasonable cooperation and access, for a period of 360 days following the Closingduring normal business hours and upon reasonable notice, the Company and the Subsidiaries may continue to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions Records as may be necessary or advisable clearly for general business purposes, including the preparation of tax returns and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company financial statements and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope management and handling of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticabletax audits.

Transition Matters. (a) Prior to the Closing, each party shall use its commercially reasonable efforts to negotiate in good faith the schedules to, and Provider Fees provided for in, the Transition Services Agreement in accordance with the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control from and after the Closing, subject to amendment in accordance with the terms of the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes with respect to the Transition Services Agreement prior to the Closing, such disputes shall not affect the obligations of the Parties to effect the Closing and shall be resolved in accordance with the terms of the Transition Services Agreement. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for For a period of 360 days up to six (6) months following the Closing, upon the request of the Buyer, the Company and the Subsidiaries may continue to operate the Systems using the Names, including shall: (i) use of provide continued support for the phrase Company’s website (wxx.xxxxxxxx.xxx) (the “Optimum is now Charter,” Website”) as more particularly described in Schedule 4.9(a)(i) hereto at a cost set forth in Schedule 4.9(a)(i); (ii) use of any Name affixed provide reasonable access upon reasonable prior written request to vehiclesBxx Xxxxxx, signage or other equipment which are used by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements provided that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used Mx. Xxxxxx is then employed by the Company or any Subsidiary in the Business as an Affiliate of the Closing Date Company, for purposes of assisting the Buyer with its catalog circulation planning and providing historical data necessary for the Buyer to plan its catalogue mailings; (iii) provide reasonable access upon reasonable prior written request to Mxxxx Xxxxxxx, provided that Mx. Xxxxxxx is then employed by the Company or an Affiliate of the Company, for the purpose of discussing the Company’s historical marketing information with the Buyer; and (iv) provide one employee of the Buyer use of office space at Parent’s Hxxxxx Street location in New York City at no cost, provided that, the Buyer shall reimburse the Company and the Subsidiaries shall have the right Parent for any out-of-pocket expenses (other than rent) incurred by either of them in allowing such employee to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent office space. The parties acknowledge that the Company or Subsidiary using such Promotional Materials has not modified is providing the products or foregoing services of as an accommodation to the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respectBuyer, and (iv) provided the Company Buyer acknowledges and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate agrees that neither the Acquiror Company, its Affiliates or any of their successors or assigns, nor any of their respective officers, directors, employees or agents shall have any liability whatsoever relating to, arising out of or resulting from any act taken or omitted to be taken by the Company in connection with its Affiliates is affiliated obligations under this Section 4.9, expect for acts taken or omitted to be taken in bad faith. Further, the Buyer shall indemnify, defend and hold harmless the Company, its Affiliates, their successors or assigns, and their respective officers, directors, employees and agents from and against any and all costs, losses, damages, liabilities and expenses, including reasonable attorneys’ fees, which may be imposed upon or incurred by any such party in connection with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration performance of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the Company’s obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in under this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable4.9.

Transition Matters. (a) Prior to Promptly following the Closingdate hereof, in furtherance of the transactions contemplated by this Agreement, the Consortium Parties shall, and shall cause their Subsidiaries and their respective officers, employees, accountants, legal advisors and other representatives to, develop a transition plan for the separation of the Homecare Business and the Retained Business, each party on a standalone basis (the “Transition Plan”). Until the Hospital Merger Closing or the earlier termination of this Agreement in accordance with its terms, the Consortium Parties shall, and shall use its commercially reasonable efforts to negotiate cause their Subsidiaries and their respective officers, employees, accountants, legal advisors and other representatives to, cooperate in good faith and use reasonable best efforts to implement such Transition Plan as promptly as practicable (and in accordance with the schedules schedule set forth therein). The Transition Plan shall address: transitional services to be provided for under the Transition Services Agreement and any other transitional agreements; the separation or replacement of Shared Contracts (including steps to assign, partially assign and/or separate such contracts); the separation of the Company’s current integrated IT Systems into separate IT Systems for each of the Homecare Business and the Retained Business; the separation or sharing of other shared assets that are currently used or held for use by both the Homecare Business and the Retained Business (including the determination of what assets shall comprise the Transferred Homecare Assets and assets retained by the Hospital Entities, respectively); a proposed timeline for transitional services and the separation of the Homecare Business and the Retained Business, including those actions contemplated to be taken prior to the Hospital Merger Closing; and such other matters as Parent and HospitalCo Parent may mutually agree; provided that, except as expressly set forth in the Merger Agreement or this Agreement, any action to be taken by the Company or any of its Subsidiaries prior to the Hospital Merger Closing shall require the Company’s prior written consent, not to be unreasonably withheld. (b) Subject to the terms and conditions of this Agreement, prior to the Hospital Merger Closing, the Company shall, and shall cause its Subsidiaries and their respective officers, employees, accountants, legal advisors and other representatives to, (i) provide all such assistance and Provider Fees provided for incooperation as may be reasonably requested by Parent and/or HospitalCo Parent in connection with the development and preparation of the Transition Plan, the Transition Services Agreement and such other transitional arrangements as may be desired and with the identification of assets and liabilities to be separated or allocated between the Homecare Business, on the one hand, and the Retained Business, on the other hand (including what assets shall comprise the Transferred Homecare Assets), and (ii) execute such instruments and other documents and take such other actions, in each case as may be requested by Parent and/or HospitalCo Parent to implement the transactions contemplated by this Agreement (including the obtaining of any consents) or by the Transition Plan; provided, that except as expressly contemplated under the Merger Agreement or this Agreement (including pursuant to Section 8.02(i) of the Merger Agreement and Section 2.06(b), Section 2.06(c) and Section 2.07 of this Agreement), neither the Company nor any of its Subsidiaries shall be required to, prior to the Take-Private Closing, (A) execute any instruments or documents or take any actions, (B) bear any material out-of-pocket cost or expense, or pay any material fee or make any other material payment to any third party, (C) commence any litigation or offer or grant any material accommodation (financial or otherwise) to any third party in order to assign, partially assign, separate, replace or novate any Contract or insurance policy, release or put in place any Guarantee and Credit Support Arrangements, or to obtain any consent otherwise required in connection with any of the transactions contemplated by this Agreement (including pursuant to Section 1.10, Section 2.02 and Section 2.03); or (D) incur any other material liability, in each case of clauses (A) to (D), that would not be conditioned upon or that would be effective prior to the Take-Private Closing. (c) In addition, Parent and HospitalCo Parent shall each take the following actions: (i) promptly after the date of this Agreement, appoint a transition manager whose primary responsibility is to plan and execute such transition and manage such Party’s respective transition team; (ii) promptly after the date of this Agreement, review the technology, business operations and administration capabilities to be so transitioned or migrated, taking into account any issues of separation arising from the Transition Plan; (iii) establish the respective transition teams; (iv) set regular meetings of such transition teams during the period between the date of this Agreement and the Hospital Merger Closing; (v) make available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning; and (vi) implement the Transition Plan; provided that all such activities shall be in compliance with applicable Law. The Company shall be permitted to designate one or more representatives who shall be permitted to attend any meeting of the transition teams and otherwise participate in any of the actions set forth in this Section 2.01 or otherwise related to the Transition Plan. Each of Parent and HospitalCo Parent shall, and shall cause their respective transition teams to, consult with the Company and consider in good faith the Company’s recommendations regarding the Transition Plan and the development and implementation thereof. Prior to the Take-Private Closing, representatives of the Company shall be entitled to participate in any communications and negotiations with Third Parties in connection with (A) obtaining any consent required under any Consent Required Contract, (B) assigning, partially assigning, separating, replacing, or obtaining any complete or partial novation of any Shared Contract or any insurance policy, or (C) releasing or putting in place any Guarantee and Credit Support Arrangements. (d) During the period between the date of this Agreement and the Hospital Merger Closing or the earlier termination of this Agreement in accordance with the terms thereof. To the extent that the Parties are unable to reach such agreementits terms, the applicable provisions Company shall, and shall cause its Subsidiaries and their respective officers, employees, accountants, legal advisors and other representatives to, cooperate in good faith with Parent and HospitalCo Parent to review and assist Parent and HospitalCo Parent in the preparation of the Transition Services Agreement shall control from and after the Closing, subject to amendment in accordance with the terms of the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes with respect schedules to the Transition Services Agreement prior to the Closing, such disputes shall not affect the obligations achieve a separation of the Parties to effect Homecare Business and the Closing and shall be resolved Retained Business in accordance with the terms of the Transition Services Agreementprinciples and timeline desired by Parent and HospitalCo Parent. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.

Transition Matters. (a) Prior Except as set forth on Section 6.3(a) of the Sellers Disclosure Schedule and except as contemplated by Section 6.22, Sellers shall, and shall cause their respective Covered Affiliates and the Group Companies to, take such action and/or make such payments as may be necessary so that, concurrently with the Initial Closing, the Group Companies, on the one hand, and Sellers and Sellers’ Covered Affiliates (other than the Group Companies), on the other, shall settle, discharge, offset, pay or repay in full (which may include cancellation or forgiveness) all intercompany loans, notes (including the promissory note, dated as of March 23, 2016, from Icahn Enterprises Holding L.P. to the Closing, each party shall use its commercially reasonable efforts to negotiate in good faith the schedules toCompany), and Provider Fees provided advances, regardless of their maturity, and any and all other intercompany receivables and payables for inthe amount due, including any accrued and unpaid interest, and any and all other liabilities and obligations of the Group Companies to Sellers and their respective Covered Affiliates, in a manner reasonably acceptable to Buyer and such that Buyer, the Transition Services Agreement in accordance with the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement Group Companies and their Affiliates shall control have no liability or obligation whatsoever thereunder from and after the Initial Closing. (b) Except as (i) set forth on Section 6.3(b) of the Sellers Disclosure Schedule, subject to amendment in accordance with (ii) as contemplated by the terms of the Transition Services Agreement. The Parties acknowledge , (iii) as contemplated by Section 6.22 or (iv) otherwise agreed by Sellers and agree that if there are any disputes with respect to the Transition Services Agreement Buyer in writing, prior to the Initial Closing, Sellers shall, and shall cause their respective Covered Affiliates and the Group Companies to, take such disputes actions as may be necessary to terminate, commute, release or discharge all obligations under, in a manner reasonably acceptable to Buyer, concurrently with the Initial Closing, all Intercompany Agreements (including all Intercompany Agreements listed on Section 4.20(b) of the Company Disclosure Schedule that are not otherwise listed on Section 6.3(b) of the Sellers Disclosure Schedule) such that, following the Initial Closing, Buyer, the Group Companies and their Affiliates shall not affect have and shall be released and discharged from any further liability or obligation whatsoever under such Intercompany Agreements. (c) Sellers shall use commercially reasonable efforts to (i) promptly following the obligations date of this Agreement, cause the individuals listed in Section 6.3(c)(i) of the Company Disclosure Schedule to cease providing services to the Group Companies, other than certain limited transition services prior to the Initial Closing, and to instead provide services to Sellers, ARI and their respective Covered Affiliates and (ii) on or following the Initial Closing Date, to cause the individuals listed in Section 6.3(c)(ii) of the Company Disclosure Schedule to cease providing services to the Group Companies and to solely provide services to Sellers, ARI and their respective Covered Affiliates (and Sellers shall cause the Group Companies to terminate or assign any employment, severance or other compensation agreements with any such individuals, shall bear all costs and liabilities resulting from any such termination or assignment, and shall obtain customary releases from each such individual in connection with any such termination). Prior to the Initial Closing Date, Sellers shall use their commercially reasonable efforts to facilitate communications between ARI and the employees listed in Section 6.3(c)(ii) of the Company Disclosure Schedule. Nothing contained in this Section 6.3, express or implied, is intended to confer upon any employee listed in Section 6.3(c)(i) or Section 6.3(c)(ii) of the Company Disclosure Schedule any right to continued employment for any period or continued receipt of any specific employee benefit, and this Section 6.3(c) shall be binding upon and inure solely to the benefit of each of the Parties to effect this Agreement and nothing in this Section 6.3(c), express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.3(c). (d) The Company shall provide Buyer with a reasonable opportunity to review and comment on the Closing initial forms of (and shall any subsequent versions reflecting a substantive change to any release by the Customer of the Company contained in such initial forms) documents or notices to be resolved in accordance with provided to Customers or to be executed by the Company pursuant to the terms of the Transition Services Agreement. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period from and after the date of 360 days following this Agreement until the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Initial Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Formsnotices contain commercially sensitive information, the Company and the Subsidiaries shall cease to use any instead provide such Promotional Materials documents or Forms. With respect notices to the other uses of the Names permitted above, from and after the 360Buyer’s legal counsel on a “clean-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticableteam” basis.

Transition Matters. (a) Prior to the ClosingBuyer and Seller shall, each party and Seller shall use its commercially reasonable efforts to cause Amedisys Holding, L.L.C. to, negotiate in good faith to seek to agree upon the schedules to, and Provider Fees provided for in, terms of the Transition Services Agreement in accordance with as soon as reasonably practicable following the terms thereofparties’ execution and delivery of this Agreement. To Buyer and Seller hereby acknowledge that it is anticipated that (a) the extent that the Parties are unable to reach such agreement, the applicable provisions term of the Transition Services Agreement shall control from and after extend for approximately one hundred twenty (120) days following the Closing, subject to amendment in accordance with (b) the terms of the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes with respect to Company shall be obligated under the Transition Services Agreement prior to reimburse Amedisys Holding, L.L.C. for all reasonable documented out-of-pocket costs and expenses incurred by it and its Affiliates in providing the Closingmutually agreed upon transition services thereunder, such disputes shall not affect the obligations of the Parties to effect the Closing and shall be resolved in accordance with the terms of (c) the Transition Services AgreementAgreement shall provide for the Company to provide Amedisys Holding, L.L.C. and its Affiliates with such access to the Company’s scheduling system and such other support as is reasonably necessary for Amedisys Holding, L.L.C. and its Affiliates to wind-down the operations of Angel Watch Home Care, L.L.C., in each case on terms reasonably acceptable to Buyer and Seller. (b) Acquiror acknowledges that Seller has During the absolute and exclusive proprietary right period from the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectivelySection 8.01, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue Parties shall reasonably cooperate to operate the Systems using the Names, including (i) use of the phrase “Optimum determine whether any Person who is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used employed by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties(excluding the Company) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred needs to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used be employed by the Company or any Subsidiary following the Closing (each, a “Transferring Employee”), and shall set forth the name of each Transferring Employee on Annex 6.11(b) prior to the Closing. The Parties agree that, except as otherwise provided in the Business Transition Services Agreement, the Parties shall reasonably cooperate to effect an orderly transition of any Transferring Employees to the Company effective as of the Closing Date (or such later date as set forth in the Transition Services Agreement), including that (i) each Transferring Employee shall be offered “at-will” employment with the Company, and the Seller and its Affiliates shall use commercially reasonable efforts to assist the Company with hiring each such Transferring Employee, and (ii) the Seller (or its applicable Affiliate (excluding the Company) who is the employer of such Transferring Employee) shall be responsible for the payment of, and shall pay, all wages, salaries and other compensation and employee benefits (including any vacation pay, severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, Change of Control Payments, retirement and any other benefits, premiums, claims and related costs) to any Transferring Employee that are accrued as of the date of such Transferring Employee’s termination with the Seller (or its applicable Affiliate (excluding the Company) who is the employer of such Transferring Employee) (collectively, the “Accrued Payments”), except to the extent any such Accrued Payments are assumed by the Company and accrued for in Net Working Capital, it being the Subsidiaries shall have intent of the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) Parties that to the extent that practicable any accrued paid time off balance for each Transferring Employee shall be transferred to the Company (and not paid out to such Transferring Employee) and included in the calculation of Net Working Capital. (c) During the period from the date of this Agreement until the Closing or Subsidiary using such Promotional Materials has not modified the products or services earlier termination of this Agreement pursuant to Section 8.01, the Business in Parties shall reasonably cooperate to determine whether any way contract to which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect Affiliates (excluding the Company) is party that is used in the operation of the Company’s business and is necessary for the Company to Forms, within 60 days after conduct its business following the Closing Date in the Company same manner as currently conducted (each a “Designated Contract”), and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect set forth each Designated Contract on Annex 6.11(c) prior to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently Closing. The Parties agree to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate reasonably cooperate in good faith to determine a mutually acceptable transition plan with respect to each Designated Contract, which may include (i) an assignment of the terms of a trademark license granting Designated Contracts to the Company and and/or (ii) a mutually agreed upon transition arrangement under the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and SellerTransition Services Agreement. For the avoidance of doubt, Xxxxx acknowledges and agrees that no enterprise contracts to which the execution and delivery Seller or any of any its Affiliates are parties shall be assigned to the Company unless such trademark license shall not be a condition to Closing or otherwise affect contract is used exclusively in the obligations operation of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticableCompany’s business.

Transition Matters. Without limiting the generality of Sections 8.02(a) and 8.02(b), following the execution of this Agreement and until the Closing Date (a) Prior to the Closingor earlier termination of this Agreement), each party Sellers shall use its commercially reasonable efforts to negotiate cooperate with Purchaser and its Representatives in good faith its development of Purchaser’s operational transition plan with regard CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. to the schedules to, Company and Provider Fees provided for in, the Transition Services Agreement in accordance with Company Assets (including the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control Project) and implementation thereof from and after the ClosingClosing Date. Such commercially reasonable efforts of Sellers shall consist solely of (i) causing the Company to provide access to and right to inspect the Project and the Owned Real Property as Purchaser may reasonably request, subject (ii) furnishing, and causing the Company to amendment in accordance with furnish access to such Representatives of Sellers and the terms of Company as Purchaser may reasonably request and (iii) furnishing, and causing the Transition Services Agreement. The Parties acknowledge Company to furnish, such financial and agree that if there are any disputes operating data and information with respect to the Transition Services Agreement prior to the ClosingCompany as Purchaser may reasonably request, such disputes shall not affect the obligations in each case of the Parties to effect the Closing and shall be resolved in accordance with the terms of the Transition Services Agreement. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including clauses (i) use through (iii) solely to the extent reasonably related to Purchaser’s development of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of its operational transition plan and implementation thereof from and after the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding any such investigation shall be subject to any applicable confidentiality restrictions thereto or hereunder, and shall be conducted during ordinary business hours upon reasonable advance notice to Sellers, under supervision of Sellers’ or the Company’s personnel and in a manner so as not to interfere with the normal operations of the Company, including compliance with safety and OSHA rules and other rules of conduct imposed by the Company, its Affiliates or the operator of the Project, and Purchaser shall have no right hereunder to perform invasive or subsurface investigation of the Owned Real Property. Notwithstanding the foregoing or anything to the contrary in this Agreement, none of Sellers or the Company (or any of their respective Representatives) shall be required to disclose any information or provide such access to Purchaser if such disclosure or access would, in the Sellers’ sole discretion, (A) be repetitive or duplicative of information and access previously provided, (B) involve disclosure of bids, letters of intent, expressions of interest or other proposals received from third parties with respect to any advertisingthe Transferred Interests or the Project, marketingor the output of the Project, packagingin connection with the transactions contemplated by this Agreement or otherwise, displays, merchandise or of analyses or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right information relating to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materialscommunications, (iiC) in the exact form as such Promotional Materials exist on the Closing Date, (iii) cause significant competitive harm to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or FormsSellers, the Company and their respective businesses if the Subsidiaries shall cease to use transactions contemplated by this Agreement are not consummated, (D) jeopardize any such Promotional Materials attorney-client or Forms. With respect other privilege or (E) contravene any Applicable Law, any fiduciary duty or any agreement binding on Sellers or the Company entered into prior to the other uses date of this Agreement. Without regard to Article XII, Purchaser shall indemnify, defend, reimburse and hold harmless each of Sellers and their Representatives from and against any and all Losses incurred or sustained by, or imposed upon or against, any of them relating to, resulting from or arising out of the Names permitted aboveaccess provided to Purchaser or its Representatives pursuant to this Section 8.02(c), including any penalties or other Losses as a result of non-compliance of safety rules and other applicable rules of conduct by Purchaser or its Representatives. All requests for access and information by Purchaser pursuant to this Section 8.02(c) shall be submitted or directed exclusively to PurEnergy, LLC (attention: Xxx Xxxxxx) or to such other entities or individuals as Sellers may designate in writing from time to time. The Parties understand and agree that the access and information to be requested by Purchaser pursuant this Section 8.02(c) after the date of this Agreement shall be limited but will increase in frequency and in detail from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory date that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting 60 days prior to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Selleranticipated Closing Date. For the avoidance of doubt, the execution and delivery neither Purchaser’s development or implementation of any such trademark license its operational transition plan shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticableClosing.

Transition Matters. (a) Prior to Buyer acknowledges and agrees that on the ClosingClosing Date, each party Buyer and its Affiliates shall use its commercially reasonable efforts to negotiate in good faith the schedules to, cease and Provider Fees provided for in, the Transition Services Agreement in accordance with the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions permanently discontinue all uses of the Transition Services Agreement shall control from and after the Closing“XXXX” name, subject to amendment in accordance with the terms of the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes with respect to the Transition Services Agreement prior to the Closing, such disputes shall not affect the obligations of the Parties to effect the Closing and shall be resolved in accordance with the terms of the Transition Services Agreement. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business and any derivatives thereof (collectivelytogether, the “NamesXXXX Name”) and that none the “AIRBUS” name, any trademarks associated therewith and any derivatives thereof (together, the “AIRBUS Name”) and complete the removal of the rights thereto XXXX Name and AIRBUS Name from all assets, properties and materials of or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewithrelated to the Business, including all products, technical information and promotional materials. Notwithstanding the foregoing, Buyer shall be permitted to use the XXXX Name: (a) on invoices, products, technical information and other deliverables to the extent specifically required for a period Buyer to comply with the requirements of 360 any Government Contract that is an Assigned Contract until the novation thereof, and (b) for ninety (90) days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Closing Date, (iii) on finished goods and inventory bearing the XXXX Name existing as of Closing, to the extent that it is impracticable for Buyer to remove the XXXX Name from such finished goods and inventory; provided that Buyer shall indemnify and hold Seller harmless from and against all Losses incurred or sustained by, or imposed upon, Seller based upon, arising from or relating to Buyer’s use of the XXXX Name. Buyer, for itself and its Affiliates, agrees that from and after the Closing Date that Buyer and its Affiliates (a) will not expressly, or by implication, do business as or represent themselves as Seller, or (b) with respect to products or services sold or provided by them after the Closing Date, will not represent that such products or services are those of Seller. Buyer, for itself and its Affiliates, acknowledges and agrees that neither Buyer nor any printed purchase orders of its Affiliates shall have any rights in the XXXX Name or sales, maintenance the AIRBUS Name and neither Buyer nor any of its Affiliates shall contest the ownership or license agreements that bear a Name (as limited by validity of any existing agreements the rights of Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes the XXXX Name or properties, or as are used in a similar fashion making such removal or discontinuation impracticablethe AIRBUS Name.

Transition Matters. (a) Prior During the period between the date of this Agreement and the Closing, in furtherance of the Transactions, the Parties shall, and shall cause their Affiliates to, cooperate in good faith and use their commercially reasonable efforts to begin implementing those transition items identified in the Transition Services Agreement as “Critical Activities for the Parent to Complete by Day One” for the migration and integration of the Business out of the business of Seller and into the business of the Purchaser Group, in each case, subject to compliance with applicable Law. Such cooperation shall include each Party using commercially reasonable efforts to take the following actions: (i) promptly after the date of this Agreement, appointing a transition manager whose primary responsibility would be to plan and execute such transition and manage such Party’s transition team of the Business from the other operations of Seller; (ii) promptly after the date of this Agreement, reviewing the technology, business operations and administration capabilities to be so transitioned or migrated, taking into account any issues of separation; (iii) establishing transition teams; (iv) setting regular meetings of such transition teams during the period between the date of this Agreement and the Closing; and (v) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning; provided that all such activities shall be in compliance with applicable Law. (b) To the extent Seller does not complete those items set forth in the Transition Services Agreement as “Critical Activities for the Parent to Complete by Day One” on or prior to the Closing, each party Party shall (i) through their respective transition teams, cooperate in good faith with the other Party and use its commercially reasonable efforts to negotiate in good faith review the schedules to, and Provider Fees provided for in, the Transition Services Agreement in accordance with the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control from and after the Closing, subject to amendment in accordance with the terms of the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes with respect to the Transition Services Agreement prior to the Closing, such disputes shall not affect the obligations of the Parties to effect the Closing and shall be resolved in accordance with the terms of the Transition Services Agreement. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting any amendment, update or supplement to the Company and schedules to the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name Transition Services Agreement that is affixed as of the Closing Date reasonably required by Purchaser to converters or other items in or incorporate additional services to be used provided by Seller in consumer homes or propertieslight of such “Critical Activities for the Parent to Complete by Day One” items not being completed by Closing, or as are used in a similar fashion making which such removal or discontinuation impracticableservice shall be provided at no additional cost to Purchaser.

Transition Matters. Without limiting the generality of Sections 8.02(a) and 8.02(b), following the execution of this Agreement and until the Closing Date (a) Prior to the Closingor earlier termination of this Agreement), each party Sellers shall use its commercially reasonable efforts to negotiate cooperate with Purchaser and its Representatives in good faith its development of Purchaser’s operational transition plan with regard to the schedules to, Company and Provider Fees provided for in, the Transition Services Agreement in accordance with Company Assets (including the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control Project) and implementation thereof from and after the ClosingClosing Date. Such commercially reasonable efforts of Sellers shall consist solely of (i) causing the Company to provide access to and right to inspect the Project and the Owned Real Property as Purchaser may reasonably request, subject (ii) furnishing, and causing the Company to amendment in accordance with furnish access to such Representatives of Sellers and the terms of Company as Purchaser may reasonably request and (iii) furnishing, and causing the Transition Services Agreement. The Parties acknowledge Company to furnish, such financial and agree that if there are any disputes operating data and information with respect to the Transition Services Agreement prior to the ClosingCompany as Purchaser may reasonably request, such disputes shall not affect the obligations in each case of the Parties to effect the Closing and shall be resolved in accordance with the terms of the Transition Services Agreement. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including clauses (i) use through (iii) solely to the extent reasonably related to Purchaser’s development of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of its operational transition plan and implementation thereof from and after the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding any such investigation shall be subject to any applicable confidentiality restrictions thereto or hereunder, and shall be conducted during ordinary business hours upon reasonable advance notice to Sellers, under supervision of Sellers’ or the Company’s personnel and in a manner so as not to interfere with the normal operations of the Company, including compliance with safety and OSHA rules and other rules of conduct imposed by the Company, its Affiliates or the operator of the Project, and Purchaser shall have no right hereunder to perform invasive or subsurface investigation of the Owned Real Property. Notwithstanding the foregoing or anything to the contrary in this Agreement, none of Sellers or the Company (or any of their respective Representatives) shall be required to disclose any information or provide such access to Purchaser if such disclosure or access would, in the Sellers’ sole discretion, (A) be repetitive or duplicative of information and access previously provided, (B) involve disclosure of bids, letters of intent, expressions of interest or other proposals received from third parties with respect to any advertisingthe Transferred Interests or the Project, marketingor CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the output of the Project, packagingin connection with the transactions contemplated by this Agreement or otherwise, displays, merchandise or of analyses or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right information relating to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materialscommunications, (iiC) in the exact form as such Promotional Materials exist on the Closing Date, (iii) cause significant competitive harm to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or FormsSellers, the Company and their respective businesses if the Subsidiaries shall cease to use transactions contemplated by this Agreement are not consummated, (D) jeopardize any such Promotional Materials attorney-client or Forms. With respect other privilege or (E) contravene any Applicable Law, any fiduciary duty or any agreement binding on Sellers or the Company entered into prior to the other uses date of this Agreement. Without regard to Article XII, Purchaser shall indemnify, defend, reimburse and hold harmless each of Sellers and their Representatives from and against any and all Losses incurred or sustained by, or imposed upon or against, any of them relating to, resulting from or arising out of the Names permitted aboveaccess provided to Purchaser or its Representatives pursuant to this Section 8.02(c), including any penalties or other Losses as a result of non-compliance of safety rules and other applicable rules of conduct by Purchaser or its Representatives. All requests for access and information by Purchaser pursuant to this Section 8.02(c) shall be submitted or directed exclusively to PurEnergy, LLC (attention: Xxx Xxxxxx) or to such other entities or individuals as Sellers may designate in writing from time to time. The Parties understand and agree that the access and information to be requested by Purchaser pursuant this Section 8.02(c) after the date of this Agreement shall be limited but will increase in frequency and in detail from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory date that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting 60 days prior to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Selleranticipated Closing Date. For the avoidance of doubt, the execution and delivery neither Purchaser’s development or implementation of any such trademark license its operational transition plan shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticableClosing.

Transition Matters. (a) Prior During the period between the date of this Agreement and the Closing, in furtherance of the transactions contemplated by this Agreement, the Parties shall, and shall cause their Affiliates to, (i) agree on the Transition Services Agreement, and (ii) cooperate in good faith and use their commercially reasonable efforts to develop a mutually acceptable transition plan for the migration of the Business to the Buyer as set forth in this Section 6.17 and pursuant to the Transition Services Agreement, in each case, subject to compliance with applicable Law (the “Transition Plan”), which will be implemented pursuant to the Transition Services Agreement unless otherwise agreed in writing by the Parties. (b) Without limiting the foregoing, the Transition Plan shall address: (i) the identification of (A) any Transferred IP, (B) any Seller IP that is to be licensed or assigned to Buyer, its Affiliates or one of the Acquired Companies pursuant to the Intellectual Property Agreement and the process for licensing or assigning such Seller IP (or copies of such Seller IP, as applicable) to Buyer, its Affiliates or one of the Acquired Companies, and (C) any Intellectual Property licensed by Seller or its Affiliates (other than the Acquired Companies) from third parties and used in the Business, which is not the subject of a Transferred Contract, and the means by which such Intellectual Property will continue to be made available to the Business after the Closing (e.g. assignment or partition of the applicable Contract or pursuant to the Transition Services Agreement), it being understood that Buyer, its Affiliates or one of the Acquired Companies will bear their respective share of any licensing or other fees, costs and expenses associated with such Intellectual Property used by the Acquired Companies after the Closing Date, pursuant to the Transition Services Agreement; (ii) the apportionment of the real property in the United States, including the Real Property Leases, used in connection with the Business or by the Business Employees, with the intent of the Parties being that, following the Closing, the Buyer or its Subsidiaries (including the Acquired Companies) shall assume the obligations relating to such real property, including, where such real property is (or, following the Closing, will be) used both in connection with the business of the Seller and its Affiliates and the Business, by entering into sub-leases with Seller, its Affiliates or Third Parties, partitioning office space with Seller or its Affiliates (so long as the applicable landlord consents (if consent is required)) or effecting such other arrangements as the Parties may mutually agree upon, including new leases for such real property with the applicable landlord; (iii) an arrangement under which Business Employees would assist the Reinsurer or its designated Affiliate with the administration of the business ceded pursuant to the Loss Portfolio Transfer and Adverse Development Cover Reinsurance Agreement (including the management of claims), pursuant to the Transition Services Agreement or effecting such other arrangement as the Parties may mutually agree upon; (iv) the transition of certain IT Systems and Software used in connection with the Business to Buyer or its Subsidiaries (including the Acquired Companies) at an agreed-upon date on or following the Closing and the potential use of those systems by the Administrator pursuant to the Transition Services Agreement as needed for it to perform its obligations under the Administrative Services Agreement; and (v) the separation of the Business from the international business of Sellers and its Affiliates operated under the StarStone Name following the Closing, including any assets, customers, vendors, Intellectual Property and business operations shared between them. (c) In furtherance of the foregoing, subject to compliance with applicable Law, each of the Parties shall use commercially reasonable efforts to (i) appoint a transition manager who would be the primary contact for such Party in connection with the further development and execution of the Transition Plan and (ii) cooperate to establish regular meetings of the Parties’ transition teams during the period between the date of this Agreement and the Closing. During the period between the date of this Agreement and the Closing, each party shall Party shall, through their respective transition teams, cooperate in good faith with the other Parties and use its commercially reasonable efforts to negotiate in good faith prepare, review and update the schedules to, and Provider Fees provided for in, to the Transition Services Agreement in accordance connection with the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control from and after the Closing, subject to amendment in accordance with the terms of the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes with respect to the Transition Services Agreement prior to the Closing, such disputes shall not affect the obligations of the Parties to effect the Closing and shall be resolved in accordance with the terms of the Transition Services AgreementPlan. (bd) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”The Acquired Companies, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue operations, assets and liabilities in respect thereof shall cease to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage be insured by Seller’s or other equipment which are used by any of them in Business its Affiliates’ insurance policies as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of and neither Buyer nor its Affiliates may (including the Acquired Companies) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Acquired Companies, the Business or the operations, assets or liabilities in respect thereof and Buyer shall be responsible for securing all insurance it considers appropriate for the Acquired Companies, the Business and the operations, assets and liabilities in respect thereof. During the period between the date of this Agreement and the Closing, Seller shall reasonably assist and cooperate with third parties) until the supplies thereof existing on Buyer in obtaining reasonably equivalent insurance policies to become effective following the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein for the Acquired Companies as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise they received under Seller’s or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business its Affiliates’ insurance policies as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.

Transition Matters. (a) Prior to the Closing, each party shall use its commercially reasonable efforts to negotiate in good faith the schedules to, and Provider Fees provided for in, the Transition Services Agreement in accordance with the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control from From and after the Closing, subject to amendment in accordance with the terms of the Transition Services Agreement. The Parties acknowledge date hereof and agree that if there are any disputes with respect to the Transition Services Agreement prior to the Closing, such disputes Seller Parent and each Seller shall not affect use commercially reasonable efforts to complete the obligations matters described on Schedule 5.13(a) prior to, and continuing through, the earlier of the Parties completion of any such matter and the Closing, including by using commercially reasonable efforts to effect (i) make available, or cause to be made available, employees or other service providers capable of addressing the Closing matters described on Schedule 5.13(a), (ii) cause such employees or other service providers to meet with Buyer and shall its representatives during regular business hours at such times and locations as Buyer or its representatives may reasonably request and (iii) provide, or cause to be resolved in accordance with the terms of the Transition Services Agreementprovided, such reasonable information and reasonable assistance to Buyer and its representatives as Buyer and its representatives may reasonably request. (b) Acquiror acknowledges that Seller has Parent and each Seller shall, or shall cause the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company Companies and the Subsidiaries may continue to operate to, complete the Systems using the Names, including (imatters described on Schedule 5.13(b) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) prior to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and Closing. (ivc) provided the Company and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration date hereof and prior to the Closing, and in reasonable consultation and coordination with the Seller Parent and Sellers, Buyer shall have access to, and the right to engage in discussions and other communications with, each of the period Company Employees regarding benefits enrollment for 2014 and other onboarding-related matters, provided that such discussions and communications do not unreasonably interfere with work performance. (d) From and after the date hereof and prior to the Closing, Seller Parent and Sellers, on the one hand, and Buyer, on the other hand, shall use applicable their respective commercially reasonable efforts to Promotional Materials or Forms, cooperate and consult in identifying those roles for new employees as are reasonably necessary for the Company operation of the Business of the Companies and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect on a stand-alone basis (but otherwise as conducted prior to the other uses of the Names permitted above, from Closing) at and after the 360-day period permitted above Closing. Upon identification of such roles for new employees, Seller Parent and Sellers shall cause the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company Companies and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names commercially reasonable efforts, in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller reasonable consultation with and the parties shall negotiate in good faith the terms of a trademark license granting subject to the consent of Buyer (including, without limitation, with respect to levels and amounts of salary, benefits, and other compensation, and which consent shall not be unreasonably withheld, conditioned or delayed), to hire new employees (who shall be Company and the Subsidiaries Employees hereunder) to fill such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Sellerroles. For the avoidance of doubt, the execution and delivery in no event shall Buyer or any of its Affiliates have any liability in respect of (i) any such trademark license shall new employees in the event that the Closing does not be a condition to Closing occur and (ii) any hiring or otherwise affect onboarding costs associated with such new employees. (e) Set forth on Schedule 5.13(e) is the obligations team of Persons (and their contact information) designated by Seller Parent and Sellers, on the one hand, and Buyer, on the other hand (the “Transition Team”), that will oversee the planning and implementation of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in matters set fxxx this Section 5.11(b) 5.13. The parties shall require the Acquiror to remove or discontinue using any Name ensure that is affixed as their respective members of the Closing Date to converters Transition Team shall meet in person or other items in or to be used in consumer homes or properties, or telephonically at such times as are used reasonably requested by Seller Parent or Buyer to review and discuss the status of, and any issues arising in a similar fashion making such removal or discontinuation impracticableconnection with, the the planning and implementation of the matters set forth this Section 5.13. Each party may re-designate its respective members of the Transition Team from time to time; provided it shall notify the other party in writing of the name and contact information for the newly designated members of the Transition Team in accordance with Section 13.01.

Transition Matters. Without limiting the generality of Sections 8.02(a) and 8.02(b), following the execution of this Agreement and until the Closing Date (a) Prior to the Closingor earlier termination of this Agreement), each party Sellers shall use its commercially reasonable efforts to negotiate cooperate CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. with Purchaser and its Representatives in good faith its development of Purchaser’s operational transition plan with regard to the schedules to, Company and Provider Fees provided for in, the Transition Services Agreement in accordance with Company Assets (including the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control Project) and implementation thereof from and after the ClosingClosing Date. Such commercially reasonable efforts of Sellers shall consist solely of (i) causing the Company to provide access to and right to inspect the Project and the Owned Real Property as Purchaser may reasonably request, subject (ii) furnishing, and causing the Company to amendment in accordance with furnish access to such Representatives of Sellers and the terms of Company as Purchaser may reasonably request and (iii) furnishing, and causing the Transition Services Agreement. The Parties acknowledge Company to furnish, such financial and agree that if there are any disputes operating data and information with respect to the Transition Services Agreement prior to the ClosingCompany as Purchaser may reasonably request, such disputes shall not affect the obligations in each case of the Parties to effect the Closing and shall be resolved in accordance with the terms of the Transition Services Agreement. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including clauses (i) use through (iii) solely to the extent reasonably related to Purchaser’s development of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of its operational transition plan and implementation thereof from and after the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding any such investigation shall be subject to any applicable confidentiality restrictions thereto or hereunder, and shall be conducted during ordinary business hours upon reasonable advance notice to Sellers, under supervision of Sellers’ or the Company’s personnel and in a manner so as not to interfere with the normal operations of the Company, including compliance with safety and OSHA rules and other rules of conduct imposed by the Company, its Affiliates or the operator of the Project, and Purchaser shall have no right hereunder to perform invasive or subsurface investigation of the Owned Real Property. Notwithstanding the foregoing or anything to the contrary in this Agreement, none of Sellers or the Company (or any of their respective Representatives) shall be required to disclose any information or provide such access to Purchaser if such disclosure or access would, in the Sellers’ sole discretion, (A) be repetitive or duplicative of information and access previously provided, (B) involve disclosure of bids, letters of intent, expressions of interest or other proposals received from third parties with respect to any advertisingthe Transferred Interests or the Project, marketingor the output of the Project, packagingin connection with the transactions contemplated by this Agreement or otherwise, displays, merchandise or of analyses or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right information relating to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materialscommunications, (iiC) in the exact form as such Promotional Materials exist on the Closing Date, (iii) cause significant competitive harm to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall xxxx such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise xxxx such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or FormsSellers, the Company and their respective businesses if the Subsidiaries shall cease to use transactions contemplated by this Agreement are not consummated, (D) jeopardize any such Promotional Materials attorney-client or Forms. With respect other privilege or (E) contravene any Applicable Law, any fiduciary duty or any agreement binding on Sellers or the Company entered into prior to the other uses date of this Agreement. Without regard to Article XII, Purchaser shall indemnify, defend, reimburse and hold harmless each of Sellers and their Representatives from and against any and all Losses incurred or sustained by, or imposed upon or against, any of them relating to, resulting from or arising out of the Names permitted aboveaccess provided to Purchaser or its Representatives pursuant to this Section 8.02(c), including any penalties or other Losses as a result of non-compliance of safety rules and other applicable rules of conduct by Purchaser or its Representatives. All requests for access and information by Purchaser pursuant to this Section 8.02(c) shall be submitted or directed exclusively to PurEnergy, LLC (attention: Xxx Xxxxxx) or to such other entities or individuals as Sellers may designate in writing from time to time. The Parties understand and agree that the access and information to be requested by Purchaser pursuant this Section 8.02(c) after the date of this Agreement shall be limited but will increase in frequency and in detail from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory date that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting 60 days prior to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Selleranticipated Closing Date. For the avoidance of doubt, the execution and delivery neither Purchaser’s development or implementation of any such trademark license its operational transition plan shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the TransactionClosing. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticableCONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.