Common use of Transition Services Clause in Contracts

Transition Services. (i) Subject to the terms and conditions of this Section 5(m), the Seller will, for a period of up to 120 days following the Closing, provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 (the “Transition Services”), on the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that: (1) the Seller shall have the right to make such changes to the Transition Services as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide the applicable Transition Services. (ii) The aggregate liability of Seller in connection with the performance of the Transition Services shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m). (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (ia) Subject For the period after the Closing Date until Buyer otherwise notifies Seller in writing, such period not to the terms and conditions of this Section 5(m), the Seller will, for a period of up to 120 days following the Closing, provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 (the “Transition Services”), on the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that: exceed one (1) year after the Closing Date (the "Transition Period"), Seller shall have the right provide to make such changes to the Transition Services as are necessary Buyer any administrative services reasonably requested by Buyer in order to comply with applicable Laws or Permits to which continue the Seller or its Affiliates is a party or subject; Business (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the "Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminatedServices"); provided, however, that the Transition Services shall not include (i) any services not provided by Seller to the Business in such casethe ordinary course as of the Closing, or (ii) any legal, environmental, medical emergency response, OSHA compliance or import-export services. During the Seller will Transition Period, Buyer shall use its commercially reasonable efforts to provide cease the applicable Transition ServicesServices by eliminating the need for, providing to itself, or otherwise obtaining, such services. (b) Buyer shall reimburse Seller for all of Seller's (i) normal direct labor charges (including overtime) for actual time devoted to performance of the Transition Services requested by Buyer, plus an allocation (based on such actual time) of fringe benefit costs, then multiplied by a factor of 1.2 for overhead, and (ii) The aggregate out-of-pocket expenses (including, without limitation, materials costs consumed in providing such services), all to the extent reasonably incurred and necessary to provide the Transition Services. Any reimbursements required to be made by Buyer to Seller under this Section 7.8(b) shall be made to Seller within thirty (30) days after Buyer's receipt of Seller's invoices therefor, which invoices shall include supporting documentation providing, in reasonable detail, a description of all amounts subject to reimbursement. (c) Seller's total liability to Buyer arising out of Seller in connection with the performance of or relating to the Transition Services shall not exceed the total fees actually aggregate amount of reimbursements paid or payable by the Purchaser Buyer to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to for the Transition Services, and in no event shall Seller shall not be liable to Buyer for any specialincidental, indirectconsequential, punitive indirect or consequential damages which substantially arise out ofspecial loss or damage of any kind, relate to including without limitation lost business, lost profits, costs of downtime, whether based in contract, tort or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m)legal theory. (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (i) Subject Except as agreed to in writing by the Seller and the Buyer, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services provided to the terms and conditions Company by the Seller or any affiliate of this Section 5(m)the Seller, including any agreements or understandings (written or oral) with respect thereto, shall terminate simultaneously with the Closing without any further action or liability on the part of the parties thereto. Notwithstanding the foregoing, in the absence of a written agreement, at the Buyer's request, the Seller willshall provide, for a period of up six (6) months after the Closing, services (similar to 120 days those contemplated by the preceding sentence as shall be mutually agreed to by the parties) to the Company, which services, at the Buyer's request, shall be provided at a price for such services that is equal to DQE's or the Seller's Actual Cost (as defined below) for such services, as the case may be, to be paid on a monthly basis by the Buyer to DQE or the Seller. The term "Actual Cost" shall mean the sum of (A) the reasonable costs or expenses actually incurred by the Seller or DQE attributable to the provision of transition services to the Buyer, including (i) the reasonable salary and benefits for personnel performing transition services for those hours when such personnel are performing transition services, (ii) reasonable payments to temporary contract employees for, or related to, transition services, and (iii) reasonable payments to vendors and other third parties for, or related to, transition services, and (B) costs of the Seller or DQE, including all overheads, that cannot be specifically identified with a particular service or product provided to the Buyer but that are reasonably allocable to the products or services rendered by the Seller or DQE. At the request of the Buyer prior to Closing, the Seller and the Buyer will cooperate to negotiate reasonable and mutually acceptable terms upon which specific transition services will be provided after the Closing. In addition, at the request of the Buyer prior to the Closing, the Seller and the Buyer will cooperate to negotiate reasonable and mutually acceptable terms pursuant to which the Seller, to the extent it retains, following the Closing, provide an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Purchaser Company for a continuation period of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 (the “Transition Services”), on the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that: one (1) year following the Seller Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest shall have the right to make such changes expire or terminate prior to the Transition Services as are necessary conclusion of such one year period) such space in order said office building that is substantially equivalent to comply with applicable Laws or Permits the space that the Company is using in said building on the date hereof at a monthly rent payment equal to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy Seller's actual costs in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide the applicable Transition Servicesspace. (ii) The aggregate liability of Seller in connection with the performance of the Transition Services shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m). (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. ‌ (a) Upon the execution of this Agreement, each of Seller and Buyer shall appoint an officer or senior manager to coordinate the process of planning for the provision of transition services following the Closing by Seller and its Affiliates to the Buyer and the Seller Subsidiaries pursuant to the Transition Services Agreement (each a “TSA Project Manager”). (b) During the period from the execution of this Agreement to the Closing Date, the TSA Project Managers shall meet as reasonably required to: (i) Subject develop a mutually agreeable plan for Seller or its Affiliates to provide the Buyer and the Seller Subsidiaries specific services in relation to the terms preparation and conditions maintenance of this Section 5(m)financial books, records and accounts, financial statements, Tax Returns and accounting systems and controls for the Seller will, Subsidiaries and such other services as are reasonably required to achieve a timely and efficient separation of the Operations of the Seller Subsidiaries from the Operations of the Seller and its Affiliates for a period of up to 120 days not longer than three months following the ClosingClosing Date, provide unless otherwise extended in writing by the mutual agreement of the Parties or earlier terminated pursuant to the Purchaser a continuation terms of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 Transition Services Agreement (the “Transition Services”), ; (ii) determine the fees to be paid pursuant to the Transition Services Agreement; and (iii) to otherwise finalize the Transition Services Agreement. (c) The Parties acknowledge and agree that the fees for the Transition Services shall be determined on the same terms basis of the out-of-pocket costs of the Seller and conditions its Affiliates incurred in performing the Transition Services together with a reasonable allocation of overhead or fixed costs, including compensation and benefits costs, of the senior managers, employees or contractors of the Seller and its Affiliates performing Transition Services, in each case without xxxx-up, margin or administrative charges. (including costd) as previously provided The Parties intend, and shall use their commercially reasonable efforts to negotiate and settle a Transition Services Agreement between the Seller and the Purchaser; provided however, that: (1) Buyer providing for the Seller shall have the right to make such changes to scope and terms on which the Transition Services as are necessary in order to comply be performed on a basis consistent with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide the applicable Transition Services. (ii) The aggregate liability of Seller in connection with the performance of the Transition Services shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed 3.19 and otherwise as mutually agreed by them in accordance with the terms hereof or were otherwise breached and that Parties, acting reasonably, as soon as reasonably practicable following the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions execution of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equityAgreement, and Sxxxxx further agrees not to raise in any objections event, prior to the availability of Closing Date (the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m“Transition Services Agreement”). (iiie) The Purchaser may terminate all or any portion Transition Services Agreement shall be developed and implemented with the intent of enabling the Operations of the Seller Subsidiaries to be conducted on a stand-alone basis entirely independent from the Operations of the Seller and its Affiliates upon the completion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the SellerServices. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (iNon-Renewal of Initial Term or Any Renewal Term; Fee Payable) Subject to or an early termination of the terms and conditions Agreement by University under Section 6.3 (Early Termination of this Section 5(mInitial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the Seller willreason for such termination), (a) by Provider, then, at University’s written election, Provider will continue providing the Services (or the applicable Service) for a period of up to 120 days two (2) years following the Closingtermination date, provide or (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following the Purchaser a continuation of those termination date (the post-termination services that the Seller has provided are referred to the Purchaser at any time since December 1, 2022 (herein as the “Transition Services”), on the same terms and conditions (including cost) as previously provided between the Seller ,” and the Purchaser; provided however, that: (1) the Seller shall have the right to make such changes to applicable period during which the Transition Services are provided is referred to herein as are necessary in order the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to comply with timely pay the applicable Laws or Permits Services Fees, then if University desires to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform receive Transition Services during the Transition Services and/or Period, University must, prior to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision commencement of any legal or tax advice or regulated activityTransition Services, or (a) pay all outstanding Services Fees that would create deficiencies are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the Seller’s controls over financial information or adversely affect actual Services Fees payable for the maintenance Transition Period are different than the estimated Services Fees paid by University, then (i) if the actual Services Fees exceed the estimated Services Fees, University will pay the difference within thirty (30) days after the expiration of the Seller’s financial books Transition Period, and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide the applicable Transition Services. (ii) The aggregate liability of Seller in connection with if the performance actual Services Fees are less than the estimated Services Fees, Provider will refund to University the difference within thirty (30) days after the expiration of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance as such Services were required to be provided prior to the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall not exceed remain in effect during the total fees actually paid or payable by Transition Period, provided that University complies with the Purchaser to Seller terms in respect of this Agreement, including timely paying the Services Fees for the Transition Services. Notwithstanding anything else in If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any specialwith a goal of minimum interruption to University, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges its students and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m)its Educational Activities. (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (a) If reasonably requested by the Buyer or the Sellers, as applicable, (i) Subject to the extent the Sellers have access thereto and/or possession thereof, the Sellers shall permit any Transferred Employees to work at any facility that is an Excluded Asset and (ii) the Sellers and the Buyer shall negotiate, in good faith, a post-closing transition services agreement and an employee secondment agreement on terms that are mutually acceptable to the Parties, in each of case (i) and conditions of this Section 5(m(ii), the Seller will, for a period of up to 120 days following the Closing, provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 (the “Transition Services”), on the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that: (1) the Seller shall have the right to make such changes to the Transition Services as are necessary in order to comply with applicable Laws or Permits provide (A) for the movement of any Transferred Assets, transfer of customer relationships and employees and such other assistance as the Buyer may reasonably need to which facilitate any separation of the Transferred Assets from Excluded Assets and/or (B) for such services from the Transferred Employees as the Seller or its Affiliates is a party or subject; (2) may reasonably need in connection with the Seller shall not be responsible for any act or omission wind-down of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance operations of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminatedSellers post-Closing; provided, howeverthat, in each case, any such transition services to be provided by the Sellers shall be subject to any winding-down of operations and related capabilities of the Sellers post-Closing. The cost of transition services (including the post-Closing costs during the transition period of maintaining the Leases that would have been rejected but for the Buyer’s intention to use the facilities related to such Leases to conduct transition services) shall be borne by the Buyer (and shall include a reasonable and customary administrative markup). The Sellers will not reject any Lease relating to a location for which the Buyer is requesting transition services; provided, that in such caseduring the post-Closing period while the Buyer is using the transition services, the Seller will Buyer shall remit the amounts required by this Section 5.15. (b) From the date of the Original Agreement until the Closing Date, the Sellers shall use commercially reasonable efforts to provide negotiate a lease for the applicable Transition Services. (ii) The aggregate liability of Seller in connection with Morristown Facility, which lease shall be effective from and after, and be conditioned upon the performance of occurrence of, the Transition Services Closing and on other terms that are reasonable acceptable to the Buyer; provided that the failure to secure such lease shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect constitute a failure of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m)Closing condition. (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (ia) Subject The Seller and the Purchaser shall negotiate in good faith to finalize, within sixty (60) days following the date of this Agreement, the terms and conditions of this Section 5(m)a transition services agreement, including the Seller will, for a period of up to 120 days following the Closing, provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 service schedules thereto (the “Transition ServicesServices Agreement”), to be entered into by the Seller and the Purchaser as of the Closing, pursuant to which the Seller shall, after the Closing, provide, or cause to be provided, to the Business certain services that are currently provided by the Seller and its Affiliates to the Business. In the event the Seller and the Purchaser are unable to reach an agreement on a Transition Services Agreement, the Seller and the Purchaser shall enter into the Transition Services Agreement attached as Exhibit 5.06 hereto; provided, that (a) the fees payable by the Purchaser (or the Acquired Companies) for any transition service shall not exceed Seller’s Cost for providing such service (for the avoidance of doubt, the fees payable by the Purchaser for a specific transition service may increase or decrease from time to time to the extent Seller’s Cost for providing such services increases or decreases) and (b) the indemnification obligations of each of the Seller, on the one hand, or the Purchaser (or the Acquired Companies), on the same terms and conditions other hand, under the Transition Services Agreement shall not exceed the aggregate amount of fees paid by the Purchaser (including costor the Acquired Companies) as previously provided between to the Seller and the Purchaser; provided however, that: (1) the Seller shall have the right to make such changes pursuant to the Transition Services as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be Agreement. To the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform Knowledge, the services included in the Transition Services and/or to seek available remedies under Agreement attached hereto as Exhibit 5.06 are all of the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any additional services that would constitute be required if the Acquired Companies were to continue to operate as subsidiaries of the Seller during the term of the Transition Services Agreement in substantially the same manner as they operated immediately prior to the Closing. (b) For purposes of this Section 5.06 and the Transition Services Agreement, “Seller’s Cost” means, with respect to the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide the applicable Transition Services. (ii) The aggregate liability of Seller in connection with the performance of the Transition Services shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m). (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.transition service:

Transition Services. (ia) Subject to and on the terms and conditions of set forth in this Section 5(m)Agreement, the Seller will, for a period of up Servicer shall perform or cause to 120 days following the Closing, provide be performed with respect to the Purchaser a continuation of those Diamond Business certain transition services that as set forth on Exhibit A (the Seller has provided to the Purchaser at any time since December 1“Service Exhibit”) hereto (such services, 2022 (the “Transition Services” and each, a “Transition Service”), on which Service Exhibit is incorporated herein by reference, for the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that: (1) the Seller shall have the right to make such changes to the Transition Services as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained time periods described in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements Agreement. In consideration for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide the applicable Transition Services. (ii) The aggregate liability of Seller in connection with the performance of the Transition Services shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except and subject to the provisions of Section 4, the Buyer shall pay (or cause to be paid) to the Servicer the fees set forth on the Service Exhibit (the “Service Fees”) in accordance with Section 3. Subject to the provisions of Section 4, the Servicer shall provide each of the Transition Services until the earlier of (i) the date that is one year after the date of this Agreement, or such other date as the Parties may reasonably agree in writing is necessary to accomplish the transition of the Diamond Business and the transactions contemplated by the Business Combination Agreement and (ii) the date set forth on the Service Exhibit with respect to such Transition Service, or such other date as the Parties may reasonably agree in writing with respect to such Transition Service (as applicable, the “Service Termination Date”). (b) The Service Exhibit sets forth the monthly Service Fee payable for each Transition Service for each calendar month during the term of this Agreement. (c) In addition to the Service Fees, upon receipt of reasonable documentation, the Buyer shall reimburse the Servicer for (i) any reasonable third-party fees or expenses and (ii) all reasonable out-of-pocket costs and expenses, including all reasonable overtime payments to Servicer employees (collectively, the “Expenses”), in each case, incurred by the Servicer in connection with and attributable to providing the Transition Services, including reasonable costs incurred pursuant to contracts with third parties under which the benefit is provided to the Buyer as part of the Services, reasonable out-of-pocket travel expenses and costs in obtaining third-party consents (including licenses) that the Parties agree to pursue pursuant to Section 1(d) (but not, for the avoidance of doubt, expenses and costs in obtaining other third-party consents); provided, however, that “Expenses” shall be determined without duplication of any applicable Services Fees; provided, further, that, notwithstanding anything to the contrary herein, the Buyer shall have no obligation to reimburse the Servicer for any individual Expense exceeding $25,000 without the prior written consent of the Buyer. For the avoidance of doubt, in the event fees and expenses contemplated by the preceding sentence are incurred in connection with the provision of the Seller’s gross negligenceTransition Services and with other operations of the Servicer or its Affiliates, willful misconduct only the portion of such fees and expenses reasonably allocable to the provision of Transition Services shall be deemed to be “Expenses” and reimbursable by the Buyer hereunder (subject to the preceding sentence). (d) To the extent that (i) the Transition Services include Software or fraudother technology licensed from third parties, or (ii) the Transition Services are procured or derive from third parties, it is intended and agreed that the Transition Services provided under this Agreement shall be within the scope and on the terms and conditions established by the third-party licensors or providers. Seller acknowledges This Agreement is not intended to constitute a sublicense of any Software or technology provided by third-party licensors or to create a commercial service bureau in favor of the Buyer or its customers, but instead is a services agreement intended to enable the Diamond Business to wind up its use of the software applications set forth on the Service Exhibit. In the event that the Servicer encounters a restriction or objection from a third-party licensor or supplier that prevents the Servicer, as a legal or practical matter from providing any Transition Service as contemplated by this Agreement, then the Servicer shall reasonably promptly so notify the Buyer, and agrees the Parties will confer to decide upon a mutually-agreeable solution, which may include seeking necessary consents or licenses, replacing the affected resource or adopting a work-around; provided, that irreparable damage would occur in no event will the Servicer be required to provide any such Transition Service in violation of its obligations under any third-party agreement and provided, further, that in the event that any of the Parties mutually agree not to seek a consent following such conference, the provisions of Section 8(c) shall apply to any claims arising out of such election. The Servicer shall use its commercially reasonable efforts during the term of this Section 5(m) were Agreement to not performed enter into or become bound by them an agreement or other arrangement that includes such a restriction. Other than as set forth in the preceding sentence, the Servicer gives no assurance about whether such a restriction or objection can or may arise and, in any event, until such alternative approach is agreed upon by the Parties or the problem is otherwise resolved to the satisfaction of the Parties, the Servicer shall be excused from providing the affected Transition Service and, notwithstanding anything to the contrary herein, the Buyer shall have no obligation to pay any Service Fee for any such Transition Service that the Servicer does not provide. To the extent an agreed-upon alternative approach results in the incurrence of additional expense beyond what was incurred in connection with the underlying Transition Service, the Buyer shall make prompt payment to the Servicer in the amount of such additional expense in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m)3 hereof. (iiie) The Purchaser Notwithstanding anything to the contrary in this Agreement, the Buyer acknowledges that the Servicer may terminate all or any portion of be providing services similar to the Transition Services before for itself and its Affiliates, and the expiration Servicer reserves the right to modify one or more Transition Services if such modifications are: (i) applicable to all other recipients of such 120-day periodTransition Service or services similar to such Transition Service; provided, by delivering written notice of that such termination to modifications do not have a material adverse impact on the Seller. (iv) Nothing in this Section 5(m) shall grant Buyer or transfer any rights, title or interests its Subsidiaries and do not increase the Expenses in any Intellectual Property invented material respect; or created before, on (ii) otherwise necessary to comply with applicable Law or after the Closing by or on behalf other requirements of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliatesa Governmental Entity. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (a) During the term of this Agreement as set forth in Section 3 below (the "Transition Period"), Seller shall continue to provide on behalf of Buyer the products and services related to the Business in substantially the same manner as such services were heretofore provided by Seller on its own behalf in carrying on the Business, including the activity set forth on Annex A attached hereto. (b) Annex A constitutes part of this Agreement and may be amended from time to time with the written consent of Seller and Buyer. (c) Buyer shall pay the following amounts for the products and services provided by Seller under this Agreement: (i) Subject the cost of materials purchased by Seller subsequent to the terms and conditions date of this Section 5(mAgreement to produce products pursuant to a production plan mutually agreed upon by Seller and Buyer, which plan shall in no event exceed Seller's manufacturing capacity as of the date of this Agreement (the "Mutual Production Plan"), (ii) for each employee not engaged in production or manufacturing and listed on Annex B, that percentage set forth on such annex opposite the Seller willname of such employee under the column headed "Support Base Business %" of the amount of weekly salary set forth on such annex opposite the name of such employee under the column headed "Weekly Salary" plus an amount equal to 28% of the result of the foregoing calculation, for a period of up to 120 days following the Closing, provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 (the “Transition Services”), on the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that: (1iii) the Seller shall have amount of out-of-pocket expenditures for supplies and services provided for the right to make such changes to the Transition Services as benefit of Buyer under this Agreement that are necessary in order to comply with applicable Laws or Permits to approved by Buyer, which the Seller or its Affiliates is a party or subject; (2) the Seller approval shall not be responsible unreasonably withheld, (iv) the cost of moving expenses for, and repairs and installation of, equipment owned by Buyer, (v) as a labor component for any act each product delivered for Buyer hereunder, an amount equal to the number of direct labor hours multiplied by direct labor costs for each product as set forth on Schedule 1(c), which product is delivered by Seller to or omission at the direction of Buyer pursuant to the Mutual Production Plan, (vi) costs and expenses such as employment agency fees which are incurred as a third party provider and the Purchaser’s sole and exclusive remedy in respect direct result of such acts or omissions shall be the Seller’s use of commercially reasonable 's efforts to cause such third party to perform or re-perform replace on a temporary basis any employee performing transition services under this Agreement who voluntarily terminates employment with Seller during the Transition Services Period, (vii) all incremental costs approved by Buyer that are associated with customer solicitation activity including, but not limited to: sales commissions, postage, sales literature, freight, samples and other free goods, telephone and communications, computer and office supplies, maintenance and repairs, outside computer services and travel and entertainment expenses, (viii) all related pre-approved collection charges and (ix) the commissions provided for in Annex A. Seller shall send bills and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide the applicable Transition Services. (ii) The aggregate liability of Seller invoices in connection with the performance foregoing items at the end of each one-week period of the Transition Services Period. Buyer shall not exceed the total fees actually paid or payable by the Purchaser within five days after receipt of such bills and/or invoices, pay to Seller the amounts specified in respect of the Transition Servicessuch bills and/or invoices in full. Notwithstanding anything else in the foregoing, although Seller shall xxxx all amounts to be paid pursuant to this subsection, Buyer shall have no obligation to pay to Seller the first $275,000 for products and services due under this Agreement (the "Credit") and such amount will not be considered due to Seller under this Agreement as Seller has agreed to provide the first $275,000 of products and services delivered hereunder without cost to Buyer. The Seller shall, promptly after the termination of this Agreement (the "Termination Date"), pay to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees Buyer that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m). (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day periodCredit that, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf as of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser Termination Date, had not been applied as a credit against amounts billed by the Seller within 30 days after receipt thereof by wire transfer to the Buyer pursuant to this subsection, in order to give the Buyer the benefit of immediately available funds to an account designated by the Seller total amount of the Credit either as a credit or in writingcash.

Transition Services. (a) If reasonably requested by the Buyer, (i) Subject to the extent the Sellers have access thereto and/or possession thereof, the Sellers shall permit any Transferred Employees to work at any facility that is an Excluded Asset and (ii) the Sellers and the Buyer shall negotiate, in good faith, on a post-closing transition services agreement on terms that are mutually acceptable to the Parties, in each of case (i) and conditions of this Section 5(m(ii), the Seller will, for a period of up to 120 days following the Closing, provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 (the “Transition Services”), on the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that: (1) the Seller shall have the right to make such changes to the Transition Services as are necessary in order to comply with applicable Laws or Permits to which provide for the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision movement of any legal or tax advice or regulated activityTransferred Assets, or that would create deficiencies in transfer of customer relationships and employees and such other assistance as the Seller’s controls over financial information or adversely affect the maintenance Buyer may reasonably need to facilitate any separation of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminatedTransferred Assets from Excluded Assets; provided, howeverthat, in each case, any such transition services to be provided by the Sellers shall be subject to any winding-down of operations and related capabilities of the Sellers post-Closing. The cost of transition services (including the post-Closing costs during the transition period of maintaining the Leases that would have been rejected but for the Buyer's intention to use the facilities related to such Leases to conduct transition services) shall be borne by the Buyer (and shall include a reasonable and customary administrative markup). The Sellers will not reject any Lease relating to a location for which the Buyer is requesting transition services; provided, that in such caseduring the post-Closing period while the Buyer is using the transition services, the Seller will Buyer shall remit the amounts required by this Section 5.15. (b) From the date hereof until the Closing Date, the Sellers shall use commercially reasonable efforts to provide negotiate a lease for the applicable Transition Services. (ii) The aggregate liability of Seller in connection with Morristown Facility, which lease shall be effective from and after, and be conditioned upon the performance of occurrence of, the Transition Services Closing and on other terms that are reasonable acceptable to the Buyer; provided that the failure to secure such lease shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect constitute a failure of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m)Closing condition. (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. Between the date hereof and the Closing Date, and thereafter following the Closing Date, Seller and Purchaser shall negotiate in good faith and use reasonable best efforts to enter into and execute an agreement providing for transition services (i) Subject to the terms and conditions of this Section 5(m“Transition Services Agreement”), on such other terms as may be mutually agreed by Seller and Purchaser. The Parties agree that the Transition Services Agreement shall provide that from and after the Closing, Seller will, shall make available to Purchaser for a period of up to 120 days not less than three (3) months but not more than six (6) months following the ClosingClosing Date, provide such services and resources (including the time of certain of its executive management and employees) that in each case Seller has access to and are within Seller’s control, as Purchaser may reasonably require in order to be able to conduct and operate the Business following the Closing in substantially the same or a similar manner as the manner in which it was operated prior to the Purchaser Closing (other than with respect to Seller’s status as a continuation publicly traded and listed company or for any legal services), including without limitation services for or relating to support in terms of those services existing clinical trials, ongoing restructure/transfer of manufacturing facility under appropriate terms and conditions and drug pricing compliance, and putting in place any arrangement described in Section 6.16(b) in the event that the Seller has provided to the Purchaser at any time since December 1, 2022 Pre-Closing Restructuring shall not have been completed as set forth herein. (the “Transition Services”), on . To the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that: (1) the Seller shall have the right to make such changes to extent the Transition Services as are necessary in order Agreement is not executed prior to comply with applicable Laws or Permits Closing, from and after the Closing for a period not to which exceed six (6) months following the Seller or its Affiliates is a party or subject; (2) the Closing Date, Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use its commercially reasonable efforts to provide the applicable Transition Services. (ii) The aggregate liability Services as reasonably determined by Seller, and provided that such Transition Services shall not be of such scope that they would materially interfere with the performance by employees of Seller of their ordinary responsibilities to Seller. The Transition Services will be provided by Seller at the expense of Purchaser (on an at cost basis) unless otherwise specified in the Transition Services Agreement. Seller agrees that it shall be obligated to provide the Transition Services pursuant to this Section 6.19 starting from the Closing until such time as the Parties enter into the Transition Services Agreement, and, following such time, shall provide such services pursuant to the terms of the Transition Services Agreement, subject to the terms hereof and thereof. Purchaser acknowledges and agrees that Seller is not in the business of providing services to Third Persons and that the Transition Services are intended only to be transitional in nature, and will be furnished by Seller for the time period set forth herein solely for the purpose of accommodating Purchaser in connection with the performance of transactions contemplated by this Agreement. As such, Purchaser will (i) use reasonable best efforts to, prior to and in any event as promptly as practicable following the Closing Date, transition the Transition Services shall not exceed to its own internal organization or obtain alternate third-party sources to provide such services and reduce, limit and ultimately end its reliance on Transition Services as provided hereunder, and (ii) ensure that it has sufficient resources available to it at the total fees actually paid or payable by the Purchaser to Seller in respect end of the provision of any such Transition Services. Notwithstanding anything else in this Agreement Services to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m). (iii) The Purchaser may terminate all or any portion of perform the Transition Services before (or have the expiration Transition Services performed) without the involvement of such 120-day periodSeller, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by any of its or licensed to the Seller their employees or its Affiliatesagents. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (ia) Subject to Upon the terms and subject to the conditions of set forth in this Section 5(m)6.04, the Seller will, for a period of up to 120 days following commencing immediately after the Closing, provide Seller shall provide, or cause one or more of its Subsidiaries to provide, to the Purchaser a continuation of those services that Company and its Subsidiaries for use solely by the Seller has provided Company and its Subsidiaries and solely to the Purchaser at any time since December 1extent in connection with the operation of the Company’s and its Subsidiaries’ businesses, 2022 each of the services set forth on Schedule A attached hereto (individually, a “Transition Service”, and collectively, the “Transition Services”), at the corresponding costs set forth on the same terms and conditions (including cost) as previously provided between the Seller Schedule A, and the Purchaser; provided however, that: (1) the Seller shall have the right Company and its Subsidiaries agrees to make such changes to receive the Transition Services as are necessary and pay the costs therefor during the time period specified for each such Transition Service in order such Schedule (collectively, the “Service Periods”, and individually a “Service Period” for each Transition Service). Upon the expiration of each applicable Service Period, all obligations of Seller and its Subsidiaries with respect to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activitythe applicable Transition Service shall automatically and immediately terminate. Any Transition Service may be discontinued upon the mutual written consent of Parent and Seller, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, Schedule A shall be deemed amended to reflect the agreement of Parent and Seller will and to delete such Transition Service as of the date of such discontinuation. All accrued and unpaid charges for any Transition Service hereunder shall be due and payable upon termination of such Transition Service pursuant to this Section 6.04 and shall be paid by Parent to Seller in accordance with this Section 6.04. (b) In providing the Transition Services, Seller may, acting reasonably, (i) use the qualified personnel of Seller or any of its Subsidiaries, and (ii) employ the services of qualified third parties upon consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) (“Vendors”). Nothing in this Agreement shall require Seller or any of its Subsidiaries to perform or cause to be performed any Transition Service if the provision of such Transition Service by Seller, any of its Subsidiaries or any of its or their Vendors, including any of the foregoing Persons’ employees or representatives, would conflict with or violate (i) any applicable Legal Requirement or (ii) any Contract to which Seller or any of its Subsidiaries is a party; provided, that Seller shall use commercially reasonable efforts to provide the applicable Transition Services. (ii) The aggregate liability of Services in a manner that avoids any such conflict or violations. Seller in connection with the performance of the Transition Services shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller its Subsidiaries shall not be liable for required to perform, or refrain from taking, any special, indirect, punitive action that requires information or consequential damages which substantially arise out of, relate to assistance from the Company or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and its Subsidiaries that the Purchaser shall be entitled Company or such Subsidiary has failed to an injunction or injunctions to prevent breaches provide within a reasonable period of the provisions time after receipt of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m). (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the request from Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (ia) Subject After the Closing Date, Seller shall use commercially reasonable efforts to the terms provide, or shall cause its Affiliates or third parties designated by it (such designated Affiliates and conditions of this Section 5(m)third parties, together with Seller, the Seller will, for a period of up “Service Providers”) to 120 days following the Closing, use commercially reasonable efforts to provide to Buyer, the Purchaser a continuation of those Company and the Company Subsidiaries commercially reasonable transition services that relating to information technology (including forwarding emails from the Seller has provided to email accounts used by the Purchaser at any time since December 1Company and the Company Subsidiaries, 2022 including such email accounts using @xxxxxxxx.xxx and @xxxxxxxxx.xxx) (the “Transition IT Services”), human resources (“Human Resource Services”) and accounting and financing (“Accounting Services” and together with IT Services and Human Resource Services, the “Services”)). The Services shall (i) be provided only in a manner that is substantially similar in all material respects to the manner in which the Services were performed for the Company and the Company Subsidiaries (a) immediately prior to the Closing Date and (b) during the period of US Ecology, Inc.’s ownership of the Company and the Company Subsidiaries, and (ii) Buyer, the Company and the Company Subsidiaries shall use the Services for substantially the same purposes and in substantially the same manner as the Company and the Company Subsidiaries had used the Services (x) immediately prior to the Closing Date and (y) during the period of US Ecology, Inc.’s ownership of the Company and the Company Subsidiaries. Buyer shall use its reasonable best efforts to reduce or eliminate its dependency on the same terms and conditions Services as soon as is reasonably practicable following the Closing Date; provided that the Service Providers shall have no obligation to provide the Services after the date that is six (including cost6) as previously provided between months following the Closing Date. In providing the Services, each of Seller and the Purchaser; provided howeverother Service Providers shall act solely as an independent contractor and not as an agent of Buyer, that:the Company or the Company Subsidiaries. (1b) For the Seller shall have period between the right to make such changes to the Transition Services as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider Closing Date and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; date that is three (3) nothing contained months after the Closing Date, the Services provided by the Service Providers to Buyer, the Company and the Company Subsidiaries shall be provided without charge or expense to Buyer, the Company or the Company Subsidiaries. For the period between the date that is three (3) months after the Closing Date and the date that is six (6) months after the Closing Date (the “Payment Period”), Buyer, the Company and the Company Subsidiaries will reimburse Seller and the other Service Providers for providing the Services hereunder in this Section 5(mamounts equal to $60,000 per month for the IT Services, $20,000 per month for the Human Resource Services and $20,000 per month for the Accounting Services, which such amounts shall be payable by Buyer, the Company and the Company Subsidiaries to Seller or the other Service Providers (as designated in writing by Seller) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance within 30-days of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminatedfirst day of such month; provided, however, that if Buyer delivers a written notice to Seller at least five (5) business days prior to the first day of the Payment Period, or at least five (5) business days prior to the first day of any month in such casethe Payment Period, stating, effective upon the first day of the Payment Period or the first day of a month during the Payment Agreement (as applicable), that each of the Service Providers is fully released from providing, and shall thereafter no longer be obligated to provide, the Seller will use commercially reasonable efforts IT Services, the Human Resource Services or the Accounting Services, or all of the Services, to provide Buyer, the Company or any Company Subsidiary pursuant to this Section 8.09 (the “Service Termination Notice”), then the Service Providers shall cease providing the applicable Transition Services set forth in the Service Termination Notice at the effective time of such Service Termination Notice and Buyer, the Company and the Company Subsidiaries shall have no further reimbursement obligations with respect to such applicable Services. (iic) The aggregate liability of Seller in connection with the performance or any of the Transition Services shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller Service Providers shall not be liable for any interruption of Service or delay or failure to perform such Services if such interruption, delay or failure results from causes beyond its reasonable control, including any strikes, lockouts or other labor difficulties, acts of any government, riot, insurrection or other hostilities, embargo, fuel or energy shortage, fire, flood, lightning, earthquake, storm, hurricane, tornado, explosion, acts of God, pandemics, wrecks, transportation delays or inability to obtain necessary labor, materials or utilities. In any such event, Seller’s and each Service Provider’s obligations under this Section 8.09 shall be postponed for such time as its performance is suspended or delayed on account thereof. Seller will promptly notify Buyer, either orally or in writing, upon learning of the occurrence of such event of force majeure. Upon the cessation of the force majeure event, Seller will use reasonable efforts to resume, or to cause any other relevant Service Provider to resume, its performance with the least practicable delay. (d) Neither Seller nor any other Service Provider shall be liable, whether in contract, tort (including negligence and strict liability) or otherwise, for any special, indirect, punitive incidental or consequential damages whatsoever which substantially in any way arise out of, relate to or are a consequence of, the performance or nonperformance by it hereunder or the provision of, or failure to provide, any Service hereunder, including with respect to loss of profits, business interruptions or claims of customers. Buyer agrees to indemnify and hold harmless each Service Provider from and against any such damages incurred thereby and any costs and expenses thereof arising therefrom. In any event, the liability of Seller or any other Service Provider with respect to the Services and the obligations under this Section 8.09 or any act or failure to act in connection herewith (including, but not limited to, the performance or breach hereof), or from the sale, delivery, provision or use of any Service provided under or covered by this Section 8.09, whether in contract, tort (including negligence and strict liability) or otherwise, shall not exceed the reimbursement amounts previously paid to Seller or such other relevant Service Provider by Buyer in respect of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking Service from which such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m)purported liability flows. (iiie) The Purchaser may terminate all After the Closing Date, Buyer shall use commercially reasonable efforts to provide, or any portion of shall cause the Transition Company and the Company Subsidiaries, or third parties designated by it (such designated third parties, together with Buyer, the Company and the Company Subsidiaries, the “Buyer Service Providers”) to use commercially reasonable efforts to provide to Seller and its Affiliates commercially reasonable transition services relating to accounting and financing (“Buyer Accounting Services”). Seller shall use its reasonable best efforts to reduce or eliminate its dependency on the Buyer Accounting Services before as soon as is reasonably practicable following the expiration of such 120-day period, by delivering written notice of such termination Closing Date; provided that the Service Providers shall have no obligation to provide the Seller. Buyer Accounting Services after the date that is six (iv6) Nothing in this Section 5(mmonths following the Closing Date. For the period between the Closing Date and the date that is three (3) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or months after the Closing Date, the Buyer Accounting Services provided by the Buyer Service Providers to Seller and its Affiliates shall be provided without charge or on behalf expense to Seller or any of its Affiliates. During the Payment Period, Seller will reimburse Buyer and the other Buyer Service Providers for providing the Buyer Accounting Services hereunder in an amount equal to $20,000 per month, which amount shall be payable by Seller to Buyer or the other Buyer Service Providers (as designated in writing by Buyer) within 30-days of the first day of such month; provided, however, that if Seller or its Affiliates or otherwise controlled by or licensed delivers a written notice to Buyer at least five (5) business days prior to the Seller first day of the Payment Period, or its Affiliates. at least five (v5) The Purchaser shall pay any applicable costs invoiced business days prior to the Purchaser by first day of any month in the Payment Period, stating, effective upon the first day of the Payment Period or the first day of a month during the Payment Agreement (as applicable), that each of the Buyer Service Providers is fully released from providing, and shall thereafter no longer be obligated to provide, the Buyer Accounting Services to Seller within 30 days after receipt thereof by wire transfer pursuant to this Section 8.09 (the “Buyer Service Termination Notice”), then the Buyer Service Providers shall cease providing the Buyer Accounting Services at the effective time of immediately available funds such Service Termination Notice and Seller shall have no further reimbursement obligations with respect to an account designated by the Seller in writingBuyer Accounting Services.

Transition Services. (ia) Subject to the terms and conditions set forth herein, Seller shall, or shall cause one or more of this Section 5(m)its Affiliates or third parties to, provide information technology services, software, hosting and infrastructure (the Seller will, “Initial Transition Services”) at no cost to Buyer for a the period of up to 120 beginning on the Effective Date and ending sixty (60) days following the ClosingEffective Date (the “Initial Services Term”). (b) Within thirty (30) days of the Effective Date, Seller shall provide to Buyer a notice of Seller’s costs for providing the Purchaser a continuation Initial Transition Services (the “Notice”). Within fifteen (15) days following receipt of those the Notice, Buyer shall select from the items identified on the Notice the services that it wishes to continue to receive from Seller (the Seller has provided to “Continuing Transition Services” and together with the Purchaser at any time since December 1Initial Transition Services, 2022 (the “Transition Services”), at the prices indicated on the same terms and conditions (including cost) as previously provided between Notice. The parties shall amend Exhibit A to reflect the Seller Continuing Transition Services and the Purchaser; provided however, that:fees for such Continuing Transition Services. (1c) For the period beginning on the date following sixty (60) days following the Effective Date and ending upon termination of this Section 2 as set forth in Section 3 below, Seller shall, in consideration of the payments set forth in Exhibit A and Section 2.3, provide those services set forth on Exhibit A. (d) During the Services Term, if and to the extent practicable, Buyer shall use all commercially reasonable efforts to assume responsibility for each Transition Service provided by Seller, and Seller shall assist in the transfer of responsibility for each Transition Service to Buyer. (e) To the extent authorized under any license(s) to software necessary to continue the operation of the Business, and only to the extent no additional license fees or other financial consideration would be owed to such licensor(s) for such use, Buyer shall have the right to make use such changes to the Transition Services as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide the applicable Transition Services. (ii) The aggregate liability of Seller in connection with the performance of the Transition Services shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them software in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and license relating to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m)software. (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (ia) Subject Seller agrees that from and after the Closing until the date that is three months following the Closing Date, it shall, and shall cause its Affiliates to, provide the Buyer, on a royalty free basis, with the services specified on Exhibit B annexed hereto with respect to the terms and conditions of this Section 5(m), the Seller will, for a period of up to 120 days following the Closing, provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 Business as currently conducted (the “Transition Services”), on including without limitation by (i) granting to Buyer access to all of its proprietary and otherwise held or used assets and technology required for the same terms implementation of such Transition Services, (ii) causing their respective employees to assist in the provision thereof and conditions to cooperate with Buyer in its use of the such Transition Services and (including costiii) as previously provided between the Seller and the Purchaser; provided however, that: (1) the Seller shall have granting to Buyer the right to make use and occupy for such changes three month period certain data center space and accommodations on the 29th floor at 00 Xxxxxxxx, Xxx Xxxx, XX 00000, to enable technical and operations staff who will become Transferred Employees to conduct the Business substantially as conducted prior to the Transition Services as are necessary in order to comply with applicable Laws Closing Date. Buyer may terminate any or Permits to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide the applicable Transition Services. (ii) The aggregate liability of Seller in connection with the performance all of the Transition Services from time to time by providing Seller with prior written notice no less than two Business Days prior to such termination. The Seller shall not exceed provide the total fees actually paid or payable Transition Services in substantially the same manner in which such services were used by the Purchaser Business immediately prior to Seller in respect of the Transition Servicesdate hereof. (b) THE TRANSITION SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES, AND SELLER EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTIES UNDER OR ARISING AS A RESULT OF THE PROVISION OF THE TRANSITION SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, PROVIDED THAT (I) SELLER REPRESENTS AND WARRANTS TO BUYER THAT THE PROVISION BY SELLER TO BUYER OF THE TRANSITION SERVICES WILL NOT CONSTITUTE OR CAUSE A BREACH OF, OR DEFAULT UNDER, ANY AGREEMENT TO WHICH SELLER IS A PARTY, AND (II) THE EXCLUSION OF WARRANTIES CONTAINED IN THIS SECTION 7.03(b) IS NOT INTENDED TO LIMIT ANY LIABILITY OF SELLER IN CONNECTION WITH GROSS NEGLIGENCE OR RECKLESSNESS ON ITS PART IN THE PROVISION OF THE TRANSITION SERVICES TO BUYER. Notwithstanding anything else in this Agreement herein to the contrary, Buyer and solely with respect Seller shall negotiate in good faith a reduction in scope of the Transition Services to the Transition Servicesextent that Business Employees who would otherwise have provided such services to Buyer pursuant to this Section have become employees of the Buyer following the Closing. (c) Notwithstanding anything to the contrary herein, Seller shall not be liable for required to provide any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond Service or other security service referred to in connection with seeking Section 7.03(a) to the extent (i) the provision of such relief)Transition Service or any such other service requires a license or consent from a third party, in addition to any other remedy at law (ii) Seller has been notified by the applicable third party that such license or equityconsent is required, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m). (iii) The Purchaser may terminate all the continued provision of such service without a license or consent from the applicable third party would result in the loss of a material right or benefit of Seller or any portion of its Affiliates. Neither Seller nor any of its Affiliates shall be liable to Buyer for any damages arising from any claim relating to the provision of the Transition Services before the expiration of or any such 120-day periodother service, by delivering written notice of such termination except to the Seller. (iv) Nothing in this Section 5(m) shall grant extent that such direct damages are caused by the gross negligence or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf willful misconduct of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (ia) Subject Recipient and the Business will be affected by the consummation of the transactions contemplated by the Purchase Agreement and, following consummation of the transactions, may not have access to certain support and services as before such consummation. It is the intent of the Parties to this Agreement to provide for the smooth and efficient functional separation of the Business and the retained businesses of Seller and for the efficient operation of the Business and the retained businesses of Seller during such separation. To that end, upon the terms and subject to the conditions set forth in this Agreement, Provider shall provide, or cause one or more of this Section 5(m)its Affiliates to provide, the Seller will, for a period of up to 120 days following the Closing, provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 set forth on Schedule A2 (the “Transition Services”) to Recipient. ____________________ 2 Note to Draft: Buyer and Seller will cooperate in good faith prior to the Closing Date to further develop the nature and scope of Transition Services to be provided during the term of the Transition Service Agreement and the Reverse Transition Service Agreement (in modification of or addition to those services set forth on the draft Schedule A attached hereto), on consistent with objectives set forth in Section 1(a) and the same purposes of this Agreement. In furtherance of the foregoing, with respect to any services (and only such services) that (i) are reasonably necessary for Buyer to conduct the Business with the Companies and the Transferred Subsidiaries, or for the Seller to conduct the Retained Businesses, (ii) were provided by the Seller Group to the Business, or by the Business to Seller’s Retained Businesses, as previously conducted at any time during the twelve (12) months prior to the Effective Time, then such services will be added as additional Transition Services hereunder. The Parties agree to negotiate in good faith any terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that: (1) the Seller shall have the right to make such changes to the Transition Services as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute regarding the provision of such additional Transition Services, it being understood and agreed that (x) the cost for any legal or tax advice or regulated activitysuch additional Transition Service will be determined on a basis consistent with the manner as the cost for such Transition Service was calculated and allocated to the Business taken as a whole for purposes of the preparation of the Financial Statements, and (y) the term of providing such additional Transition Service will be consistent with the period for which similar Transition Services are provided as set forth on Schedule A hereto, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance as otherwise reasonably necessary to permit a smooth and efficient transition of the Seller’s financial books Business and records; and (4) in no event shall of such service from the Seller be obligated Provider to hire replacements for employees providing the Recipient and its Affiliates. With repect to any Transition Services that resign, retire or are terminated; provided, however, that in such caseset forth on the draft Schedule A, the Seller Parties will use commercially reasonable efforts to provide the applicable Transition Services. (iii) The aggregate liability of Seller in connection with the performance of the Transition Services shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely extent either Buyer or Seller notifies the other that they reasonably believe it is necessary to specify additional detail with respect to the Transition ServicesServices set forth on Schedule A, Seller shall negotiate in good faith to further specify such services and (ii) more fully specify the pricing with respect to such Transition Services set forth on Schedule A on a basis consistent with the principles specified thereon. (b) In the event a service performed by Provider or an Affiliate prior to the Closing is not be liable included in the services listed in Schedule A, but is required for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence the conduct of the performance Business3 after the Closing (each an “Omitted Service”), Provider shall provide, or cause to be provided, such Omitted Service at Recipient’s written request in the same manner (in accordance with Section 4) as such Omitted Service was previously provided prior to the Closing Date. Such Omitted Service shall be provided for a fee calculated in the same manner as the cost of such Omitted Service was calculated and allocated to the Business taken as a whole for purposes of the preparation of the Financial Statements. Any Omitted Service provided shall thereafter be deemed “Transition Services” for all purposes of this Agreement, except and Schedule A shall be amended by the Parties in good faith to reflect any such Omitted Services. (c) Recipient acknowledges that Provider may provide the event of the Seller’s gross negligenceTransition Services directly, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that through any of their Affiliates or (subject to the provisions of restrictions set forth in this Section 5(mAgreement) were not performed through one or more third parties engaged by them Provider to provide the Transition Services in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled of this Agreement. (d) Subject to an injunction or injunctions to prevent breaches of the provisions of Article 7, nothing in this Section 5(l) Agreement shall require Provider to perform or cause to be performed any Transition Service if the provision of such Transition Service by Provider conflicts with or violates any applicable Law, any contract or agreement to which Provider is a party or the rights of any third party with respect thereto. If Provider becomes aware of any potential conflict or violation on the part of Provider, Provider may suspend or cease providing such Transition Service; provided that Provider uses commercially reasonable efforts to promptly advise Recipient in writing of such potential conflict or violation and to enforce specifically the provisions of this Section 5(m) (without cooperate in good faith with Recipient to implement any requirement to post any bond alternative identified by Recipient that resolves such conflict or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m)violation. (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (i) Subject For a transition period to be determined by the terms and conditions of this Section 5(m)Company, the Seller will, for a period of up to 120 days following the Closing, provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 which will not exceed three months (the “"Transition Services”Period"), on the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that:, (1a) CNET will provide reasonably sufficient space for the Seller shall Company's and reasonable bandwidth, telecommunications equipment and technical personnel as necessary to host and maintain the servers for the Sites in a manner consistent with the manner in which such servers have the right been hosted and maintained by CNET to make such changes to the Transition Services as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subjectdate; (2b) In order to allow CNET to host and maintain the Seller shall Sites, the Company will transmit the content of the Sites to CNET in accordance with CNET's reasonable instructions and specifications, which will not be responsible for any act materially more burdensome to the Company than those currently applicable to the Company or omission of a third party provider and those that would be applicable if CNET were to retain its equity interest in the Purchaser’s sole and exclusive remedy Company or those that apply to other services in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party providerwhich CNET has an interest; (3c) nothing contained CNET will provide human resources, accounting and other managerial support for the Sites and its operations equivalent in this Section 5(m) shall require terms of quality, depth and scope to those currently being provided by CNET to the Seller to provide any services Company and those that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies be provided if CNET were to retain its equity interest in the Seller’s controls over financial information Company or adversely affect the maintenance of the Seller’s financial books and recordsthose provided by CNET to other services in which it has an interest; and (4d) in no event shall CNET will provide reasonable consultation and assistance to the Seller be obligated Company and its personnel, as requested by the Company during the Transition Period, to hire replacements facilitate (i) the transition of hosting and maintenance responsibility for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts Sites to provide the applicable Transition Services. an external data center and (ii) the transition of the human resources, accounting and other managerial support functions to the Company or its designee. The aggregate liability consultation and assistance required pursuant to this paragraph will include, without limitation, the activities listed in SCHEDULE I. CNET will provide the services required by this Section 1.3 for no charge, other than the payments required under Section 2.1 below. Following the Transition Period, if requested by the Company, CNET will provide continued hosting and maintenance of Seller the Sites (as described in connection paragraph (a) above) on commercially reasonable terms, no less favorable to the Company than those afforded to other third parties for which CNET provides hosting and maintenance services, for an additional period requested by the Company, up to six months; provided that CNET will reasonably cooperate with the performance of Company to extend said six month additional period should the Transition Services shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are Company request a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m)extension. (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (a) Commencing on the Closing Date and during the term of the license for the LaMirada Facility, Sirco shall provide Interbrand with sufficient personnel (based on past Sirco's past experience in the operation of the Business) (the "Sirco Service Providers") at the LaMirada Facility to (i) Subject to process orders, (ii) package and ship merchandise, (iii) stock inventory, and (iv) perform other administrative tasks consistent with Sirco's prior operation of the terms and conditions of this Section 5(mBusiness as Interbrand may reasonably direct (the services set forth in subclauses (i) through (iv), the Seller will, for a period of up to 120 days following the Closing, provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 (the “"Transition Services”"). The Sirco Service Providers shall (a) remain employees of Sirco at all times, on (b) be paid solely by Sirco, (c) be available at the same terms and conditions LaMirada Facility each Business Day consistent with past practices, (including costd) as previously provided between the Seller and the Purchaser; provided however, that: (1) the Seller shall have the right be adequately trained to make such changes to the Transition Services as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or and (e) be subject to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require reasonable direction of Interbrand while performing Transition Services. In addition, during the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance term of the Seller’s financial books license for the LaMirada Facility, Sirco will have available sufficient packaging and records; and (4) in no event shall stuffing materials to facilitate the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, sale by Interbrand of the Seller will use commercially reasonable efforts to provide the applicable Transition ServicesEligible Inventory. (iib) The aggregate liability of Seller Interbrand covenants that for so long as it occupies the LaMirada Facility pursuant to the license granted herein (the "Transition Services Period") it shall make all Machinery and Equipment constituting Purchased Property available for use by Sirco personnel in connection with the performance of Sirco's duties hereunder and the Transition Services shall not exceed the total fees actually paid or payable sale by the Purchaser to Seller in respect Sirco of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except Excluded Inventory located in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m)LaMirada Facility. (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (ia) Subject to Upon the terms and conditions of set forth in this Section 5(mSection, Seller agrees to provide to Buyer the services described on Schedule 6.9 (the "Transition Services"), . (b) Seller agrees to provide to Buyer the Seller will, Transition Services for a period of up to 120 commencing on the Closing Date and ending ninety (90) days following after the Closing, provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 Closing (the “"Transition Period"), so long as providing such services will not unreasonably interfere with or adversely affect any other operations of Seller or materially affect any employee's other duties to Seller. During the Transition Period, Seller shall use its reasonable best efforts to provide the Transition Services”), on including (i) making available to Buyer at Buyer's request and expense the same terms and conditions (including cost) as previously provided between the Seller services of Seller's professional service providers and the Purchaser; provided however, that: efforts of such providers to assist in the transition of such services to Buyer's professional service providers (1) the Seller shall have the right to make such changes to the Transition Services as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2) the except Buyer acknowledges that Seller shall not be responsible for liable to Buyer in the event any act or omission of a third party service provider refuses to do so notwithstanding Seller's reasonable best efforts) and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially (ii) using its reasonable best efforts to cause such third party retain all employees reasonably necessary to perform or re-effectively perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide the applicable Transition Services. (iic) The aggregate liability During the Transition Period, Buyer shall have full time access during normal business hours to the Mueller's brand marketing group for purposes of Seller in connection with consultixx xxxx Xuyer on matters related to the performance transition of the Business. (d) Buyer acknowledges that it is responsible for the operation of the Business after the Closing and the Transition Services shall not exceed are intended to provide support and assistance to Buyer in the total fees actually paid or payable by the Purchaser to Seller in respect transition of the Transition ServicesBusiness from Seller to Buyer. Notwithstanding anything else In no circumstance shall Seller be required to operate the Business in this Agreement to any fashion after the contraryClosing, and solely with respect to the Transition Services, it being understood that Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges merely provide support and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them assistance in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m)Section. (iiie) The Purchaser may terminate Buyer shall be responsible for making adequate arrangements to allow it to operate the Business after Closing, including, without limitation, hiring all personnel necessary to allow it to operate the Business after Closing (including, without limitation, management, and general and administrative personnel, sales persons and brokers), entering into agreements with third parties with respect to third party services deemed necessary by Buyer, providing adequate infrastructure and other support services and the like. (f) All requests for Transition Services shall be addressed to Michael Lebo until such time as Seller designates any otxxx xxxxxx xx xxx appropriate contact. (g) Seller agrees that it shall perform the Transition Services with the degree of care, skill and diligence with which it performs similar services for itself and its various divisions and subsidiaries, consistent with past practice provided, however that Seller makes no other representation or warranty regarding the Transition Services and hereby expressly disclaims any portion representation, warranty or other guarantee of the results of the operation of the Business after the Closing, including the level of post-Closing sales, profit margin and the like. (h) Seller shall provide the Transition Services for no additional compensation, except Buyer shall reimburse Seller up to $50 per employee per day for food and other expenses on a monthly basis, within thirty days after receipt of an invoice from Seller and all supporting documentation reasonably requested by Buyer. Buyer will arrange and pay directly for all travel and lodging expenses related to the provision of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller's employees. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (i) Subject Prior to the terms and conditions date of this Section 5(m)Agreement, the Seller willhas provided the Buyer with a draft of a complete listing of any and all of the operational, financial, corporate, technical, software and support services that the Seller and its Affiliates provided to the Company and the Company Affiliates during the twelve (12) months prior to the date of this Agreement (such exhibit, the “Draft Services Exhibit” ). The monthly costs (which shall be presented on an aggregate basis by the Seller’s “Department” in the final Service Exhibit unless otherwise agreed by the parties) for a period the continuation of up to 120 days such services following the Closing, provide to (a) in the Purchaser a continuation case of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 Consistent Cost Services (the “Transition Services”), on the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that: (1) the Seller shall have the right to make such changes to defined in the Transition Services as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; Agreement) (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions if any), shall be based on the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide the applicable Transition Services. (ii) The aggregate liability of Seller in connection with the performance of the Transition Services shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m). (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed reasonably expected monthly cost to the Seller or its Affiliates. relevant Affiliate to provide the relevant service(s), plus (vx) The Purchaser shall pay a fifteen (15%) percent markup for any applicable costs invoiced to the Purchaser services provided by the Seller within 30 Indian Business or (y) a five (5%) percent markup for any other services), and (b) for Fluctuating Cost Services (as defined in the Transition Services Agreement) (if any), shall be based on the actual cost in any given month, plus (x) a fifteen (15%) percent markup for any services provided by the Indian Business or (y) a five (5%) percent markup for any other services) (the “Pricing Principles” ). Within forty-five (45) days after receipt thereof the date of this Agreement, the Buyer will have the ability to amend the Draft Services Exhibit to (a) delete the services that the Buyer will not be using under the Transition Services Agreement following the Closing (it being understood and agreed that the Seller shall adjust the monthly fees to reflect such deletion in accordance with the Pricing Principles) and/or (b) modify the periods for the services specified therein (it being understood and agreed that no such transition services shall be provided for a period longer than (x) nine (9) months for any services provided by wire transfer of immediately available funds to an account designated the Indian Business and (y) twelve (12) months for any other services) after the Closing Date, unless otherwise agreed between the parties hereto). Such Draft Service Exhibit, as amended by the Buyer in accordance with this Section 6.16 and with such monthly fees as agreed between the Buyer and the Seller in writingaccordance with the Pricing Principles, will be the final Service Exhibit for purposes of the Transition Services Agreement executed at the Closing.

Transition Services. (i) Subject to In partial consideration for the terms and conditions of this Section 5(m)Purchase Price, during the Seller will, for a 90-day period of up to 120 days following after the Closing, provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 (the “Transition Services”), on the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that: (1) the Seller shall have the right to make such changes to the Transition Services as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide all transition services necessary to permit the applicable Transition Services. (ii) The aggregate liability of Seller in connection with the performance Buyer’s continuous use of the Transition Services shall not exceed Purchased Assets and continuous operation of the total fees actually paid or payable Business from and after the Closing. Such efforts by the Purchaser Seller shall include, but not be limited to: (a) providing notifications (with Buyer’s prior approval) to Seller in respect the Seller’s customers, employees, business partners and suppliers for the Business regarding the sale of the Transition Services. Notwithstanding anything else in this Agreement Business and the Purchased Assets to the contraryBuyer, and solely with respect (b) promptly transferring to the Transition ServicesBuyer any incoming calls and e-mail support requests relating to the Business or the Purchased Assets, Seller shall not be liable for any special(c) providing billing and collection information and, indirectto the extent necessary to avoid delays in the Business’s customary billing and collection practices, punitive or consequential damages which substantially arise out ofproviding billing and collection services to the Buyer, relate to or are a consequence (d) transferring hard and soft copies of the performance of Business Records and delivering the Transition ServicesTangible Assets, except in the event (e) use of the Seller’s gross negligencefacility located at 4000 Xxxxxxxx Xxxxxx Xxxxxxxxx, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in Xxx Xxxxx, Xxxxxxxxxx 00000 and/or 4000 Xxxxxxxx Xxxxxx Xxxxxxxxx Xxx Xxxxx, Xxxxxxxxxx 00000 pursuant to a sublease entered into between the event that any of Parties, (f) designating appropriate employees who will coordinate the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m). (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing transition services described in this Section 5(m2.8 and who will be available to meet with the Buyer upon the Buyer’s reasonable request, (g) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or for a period of twelve (12) months after the Closing Date, include on Seller’s website a link that redirects inquiries for KinomeScan Services to the electronic address provided by or on behalf the Buyer, and (h) such other services as are reasonably required to facilitate the smooth transition of the Seller or its Affiliates or otherwise controlled by or licensed Purchased Assets to the Seller or its AffiliatesBuyer (the “Transition Services”). (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (ia) Subject Seller shall provide to Buyer all reasonable transition services needed to transition the terms business operations of the Product Line from Seller to Buyer ("Transition Services"). Transition Services will be solely at the direction of the Buyer and conditions of this Section 5(m)may include (but not limited to) the services set forth on SCHEDULE 5.7. Except as otherwise noted on SCHEDULE 5.7, the Transition Services shall be of the type, kind, quality and amount, and at the level of use maintained by the Seller will, for a period of up prior to 120 days following and at the Closing, provide Closing Date. Seller hereby represents to the Purchaser a continuation of those services Buyer that the Transition Services shall be performed in a manner of like kind, quality and care as performed by Seller has provided for the operation of the business of the Product Line prior to and at the Purchaser at any time since December 1, 2022 (the “Transition Services”), on the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that: (1) the Seller shall have the right to make such changes Closing Date. In addition to the Transition Services described on SCHEDULE 5.7, the parties further agree that if additional transition services ("Additional Services") not contemplated by this Agreement should be required by Buyer, and Seller agrees to provide such services, then such Additional Services, as are necessary may be identified and at the price mutually agreed upon in order writing by the parties, shall be provided to comply with applicable Laws Buyer. Buyer and Seller shall document the inclusion in this Agreement of such Additional Services hereunder by an amendment, letter agreement, or Permits memorandum signed by duly authorized representatives of both parties, referencing and incorporating (unless the parties agree otherwise in such document) this Agreement, as appropriate and agreed upon by the parties. Unless otherwise specifically agreed, Buyer may terminate any Transition Service or a portion thereof at any time by giving written notice to which Seller no less than thirty (30) days before the Seller or its Affiliates is a party or subject;date Buyer wishes to terminate such Transition Service. (2b) the Buyer will pay Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide the applicable Transition Servicesas set forth on SCHEDULE 5.7. (ii) The aggregate liability of Seller in connection with the performance of the Transition Services shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m). (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (ia) Subject to Upon the terms and subject to the conditions of set forth in this Section 5(m)Agreement, the Seller will, for a period of up to 120 days following the Closing, shall provide to Purchaser certain transitional and support services as set forth in Schedule I attached hereto (hereinafter referred to individually as a "Service" or collectively as the Purchaser "Services") until the expiration of the Term or Renewal Term (each as hereinafter defined) unless terminated earlier pursuant to Article V hereof. Upon the shutdown of any Transition Asset during the Term or any Renewal Term, such asset will cease to be a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 (the “Transition Services”), on the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that:Asset hereunder. (1b) Without limiting the Seller foregoing, each party shall have the right to make such changes to the Transition Services as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to make its personnel available to respond to reasonable questions from the other party's personnel relating to the Business and shall provide all assistance reasonably requested to ensure a smooth transition to Purchaser's ownership and operation of the applicable Transition Services. (ii) The aggregate liability Business and Seller's wind down of its bankruptcy estate. At the reasonable request of Purchaser, Seller shall meet with representatives of Purchaser to discuss matters relating to the Services that Seller provides to Purchaser under this Agreement. During the Term or any Renewal Term of the Agreement, Purchaser shall provide to Seller reasonable access during the normal business hours of Purchaser and upon reasonable prior written notice to Purchaser, to any books and records of Purchaser that constitute Purchased Assets under the Asset Purchase Agreement for use in connection with the performance wind down of Seller's bankruptcy estate. Any services to be provided pursuant to this paragraph shall be on reasonable terms and reasonable advance notice and shall not interfere with the ordinary course operation of the Transition Services shall not exceed business of Purchaser. (c) Except as otherwise provided herein, the total fees actually paid or payable by attached Schedule I is subject to change only upon the Purchaser to Seller in respect parties mutual written consent. To the extent the Schedule is incomplete as of the Transition Servicesdate hereof in describing a Service, the parties shall use good faith efforts to complete such Schedule as promptly as practicable. Notwithstanding anything else in this Agreement Any element of a Service reflected on any such amended Schedule shall thereafter be deemed a part of the "Service". (d) In addition to the contraryServices, the parties hereto acknowledge that there may be additional services which have not been identified on Schedule I and solely with respect which may be necessary to operate the Business following the Closing Date or a need during any Term or Renewal Term to extend the projected shutdown date for one or more Transition Assets. If, within one hundred and eighty (180) days of the Closing Date, any such additional services, or such extensions of the shutdown date, are identified and requested by either party, such other services shall be provided, or such shutdown date(s) shall be extended, if the other party consents to the Transition Servicesprovision of such additional services or such extensions, Seller which consent shall not be liable for any specialunreasonably withheld, indirectat a cost to be negotiated in good faith. Such additional services shall not include anything excluded by Section 3.2 hereof. In the event the additional services requested pursuant to this Section 1.1(d) are materially different from the Services identified on Schedule I or involve Excluded Assets other than the Transition Assets, punitive or consequential damages which substantially arise out of, relate to or are a consequence such additional services may only be provided with the prior written consent of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraudRTI Majority Noteholders. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m). (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m1.1(d) shall grant or transfer any rights, title or interests result in any Intellectual Property invented or created before, on or after the Closing by or on behalf extension of the Seller Term or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliatesany Renewal Term except as provided in Section 5.1. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. (i) Subject to the terms and conditions of this Section 5(m), the Seller will, for a period of up to 120 days following the Closing, provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 (the “Transition Services”), on the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that: (1) the Seller shall have the right to make such changes to the Transition Services as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide the applicable Transition Services. (ii) The aggregate liability of Seller in connection with the performance of the Transition Services shall not exceed the total fees actually paid or payable by the Purchaser to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx Xxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m). (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. ‌ (ia) Subject Buyer shall reasonably cooperate with Seller and any successor to Seller with respect to Wind-Up Activities as defined below.‌ (b) Through the terms and conditions end of this Section 5(m)the Wind-Up Period, Buyer shall, at Buyer’s expense, provide the Seller will, for a period of up to 120 days Group with the following the Closing, provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 (the “Transition Services”), on ) in connection with the same terms and conditions Wind-Up Activities (including costas defined below): (i) as previously provided between Buyer shall grant to the Seller Group, access to such information technology systems as may be reasonably requested by the Seller Group in connection with the Wind-Up Activities. Buyer will provide the Seller Group a reasonable amount of support and maintenance with respect to such systems consistent with past practices of the Purchaser; provided howeverSeller Group. If Buyer seeks to terminate a software license that is necessary for the provision to the Seller Group of use of and access to a system, that:Buyer shall not terminate such license unless and until it has given Seller thirty (30) days’ prior notice. If Buyer provides such notice, the Seller Group shall be free to negotiate its own replacement license with the software vendor and shall have no obligation hereunder to provide access to or use of such replaced system to Buyer. (1ii) the Seller Buyer shall have the right to make such changes to the Transition Services as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2i) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of take all commercially reasonable efforts to cause preserve all records and documents (including any electronic records or documents) related to the Assets until the Cases are closed or, if any adversary proceedings or other actions with respect to any of the Cases are then pending, until the Seller Group, the official committee of unsecured creditors in the Cases or any successor thereto (including, but not limited to, a chapter 11 or chapter 7 trustee, or a liquidating trustee under a plan) notifies Buyer that such third party to perform or re-perform records are no longer needed, and (ii) provide the Transition Services and/or to seek available remedies Seller Group (solely for purposes complying with the Seller Group’s obligations in connection with the Cases under the applicable Contract Bankruptcy Code or Applicable Law), the official committee of unsecured creditors in the Cases or any successor thereto (including, but not limited to, a chapter 11 or chapter 7 trustee, or a liquidating trustee under a plan) and their respective counsel, agents and advisors, with reasonable access to such third party provider;records and documents including a reasonable time and location. (3iii) nothing contained in this Section 5(m) Buyer shall require operate, support and maintain a new email domain for the Seller to provide any services that would constitute Group’s use following the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event Closing. Buyer shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide undertake reasonable backups and security measures, such that only the applicable Transition ServicesSeller Group’s authorized users have access to the information in such system. Buyer shall be responsible for licensing the necessary software (including email server software, operating system software and backup software). (iiiv) The aggregate liability Buyer shall provide the Seller Group with reasonable access to Purchaser’s personnel for the purpose of Seller in connection assisting the Sellers with the performance of the Transition Services shall not exceed Wind- Up Activities. Buyer, as it deems necessary or appropriate in its reasonable discretion, may (i) use its own personnel; or (ii) employ the total fees actually paid services of third parties to the extent such third-party services are utilized in the ordinary course of business to provide similar services to the business of Buyer or payable by are reasonably necessary for the Purchaser to Seller efficient performance of any such Wind-Up Activities. Unless otherwise agreed in respect writing, none of the Transition Services. Notwithstanding anything else in this Agreement individuals providing services to the contrary, and solely Seller Group in accordance with respect this Section 10.1(b)(iv) to the Transition Services, Seller shall not Group will be liable deemed to be employees of any member of the Seller Group for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions purpose.‌‌‌‌‌ (c) For purposes of this Section 5(m) were not performed by them in accordance with 10.1, “Wind-up Activities” shall mean the terms hereof or were otherwise breached discharge of Seller’s obligations as a debtor-in-possession and that the Purchaser shall be entitled of any successor to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions including, without limitation, a trustee of this Section 5(m)a creditors’ trust. (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of such termination to the Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of the Seller or its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.