Common use of Transition Services Clause in Contracts

Transition Services. 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 Company by the Seller or any affiliate of 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 shall provide, for a period of six (6) months after the Closing, services (similar to 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, an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion of such one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such space.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason 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 two (2) years following the termination date, 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 termination date (the post-termination services are referred to herein as agreed to in writing by the Seller “Transition Services,” and the Buyer, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services applicable period during which the Transition Services are provided is referred to herein as the Company by the Seller or any affiliate of 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“Transition Period”). Notwithstanding the foregoing, in if this Agreement or a Service is terminated as a result of University’s failure to timely pay the absence of a written agreementapplicable Services Fees, at then if University desires to receive Transition Services during the Buyer's requestTransition Period, the Seller shall provideUniversity must, for a period of six (6) months after the Closing, services (similar to those contemplated by the preceding sentence as shall be mutually agreed to by the parties) prior to the Companycommencement of any Transition Services, which services, at (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the Buyer's request, shall be provided at a price estimated Services Fees as reasonably determined by Provider 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 Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid 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 BuyerUniversity, including then (i) if the reasonable salary actual Services Fees exceed the estimated Services Fees, University will pay the difference within thirty (30) days after the expiration of the Transition Period, and benefits for personnel performing transition services for those hours when such personnel are performing transition services, (ii) reasonable payments if the actual Services Fees are less than the estimated Services Fees, Provider will refund to temporary contract employees for, or related to, transition services, and University the difference within thirty (iii30) reasonable payments to vendors and other third parties for, or related to, transition services, and (B) costs days after the expiration 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 DQETransition Period. 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 The Transition Services will be provided after the Closing. In addition, at least at the request same levels of the Buyer quality and timeliness of performance as such Services were required to be provided prior to the Closingtermination. 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 Seller 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 remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. 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 Buyer will cooperate expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to negotiate reasonable wind down their relationship and mutually acceptable terms pursuant effectuate an orderly transition of the Services, with a goal of minimum interruption to which the SellerUniversity, to the extent it retains, following the Closing, an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion of such one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spaceits students and its Educational Activities.

Transition Services. Except as agreed to in writing by ‌ (a) Upon the execution of this Agreement, each of Seller and Buyer shall appoint an officer or senior manager to coordinate the Buyer, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services provided to the Company by the Seller or any affiliate process of 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 shall provide, planning for a period of six (6) months after the Closing, services (similar to 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 following the Closing by Seller and its Affiliates to the BuyerBuyer 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, including the TSA Project Managers shall meet as reasonably required to: (i) develop a mutually agreeable plan for Seller or its Affiliates to provide the reasonable salary Buyer and benefits the Seller Subsidiaries specific services in relation to the preparation and maintenance of financial books, records and accounts, financial statements, Tax Returns and accounting systems and controls for personnel performing transition the Seller 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 those hours when such personnel are performing transition servicesa period of not longer than three months following the Closing Date, unless otherwise extended in writing by the mutual agreement of the Parties or earlier terminated pursuant to the terms of the Transition Services Agreement (“Transition Services”); (ii) reasonable payments determine the fees to temporary contract employees for, or related to, transition services, be paid pursuant to the Transition Services Agreement; and (iii) reasonable payments to vendors otherwise finalize the Transition Services Agreement. (c) The Parties acknowledge and other third parties for, or related to, transition services, and (B) agree that the fees for the Transition Services shall be determined on the basis of the out-of-pocket costs of the Seller and its Affiliates incurred in performing the Transition Services together with a reasonable allocation of overhead or DQEfixed costs, including all overheadscompensation and benefits costs, that cannot be specifically identified with a particular service of the senior managers, employees or product provided to the Buyer but that are reasonably allocable to the products or services rendered by contractors of the Seller and its Affiliates performing Transition Services, in each case without xxxx-up, margin or DQE. At the request of the Buyer prior administrative charges. (d) The Parties intend, and shall use their commercially reasonable efforts to Closing, negotiate and settle a Transition Services Agreement between the Seller and the Buyer will cooperate providing for the scope and terms on which the Transition Services are to negotiate reasonable be performed on a basis consistent with the provisions of this Section 3.19 and otherwise as mutually acceptable terms upon which specific transition services will be provided after agreed by the Closing. In additionParties, at acting reasonably, as soon as reasonably practicable following the request execution of the Buyer this Agreement, and in any event, 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, an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1) year following the Closing Date (or such shorter period the “Transition Services Agreement”). (e) The Transition Services Agreement shall be developed and implemented with the intent of time in enabling the event that Operations of the Seller's ownership or leasehold interest shall expire or terminate prior Seller Subsidiaries to be conducted on a stand-alone basis entirely independent from the conclusion Operations of such one year period) such space in said office building that is substantially equivalent to the space that Seller and its Affiliates upon the Company is using in said building on completion of the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spaceTransition Services.

Transition Services. Except as agreed to in writing by 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 (the Buyer“Transition Services Agreement”), all data processingon 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, accounting, insurance, banking, personnel, legal, communications and other products and services provided to the Company by the Seller or any affiliate of 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 shall provide, make available to Purchaser for a period of not less than three (3) months but not more than six (6) months after following the ClosingClosing Date, services (similar to 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 and resources (including the time of certain of its executive management and employees) that is equal in each case Seller has access to DQE's or the and are within Seller's Actual Cost (as defined below) for such services’s control, as the case Purchaser may be, reasonably require in order to be paid on able to conduct and operate the Business following the Closing in substantially the same or a monthly basis by similar manner as 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 manner in which specific transition services will be provided after the Closing. In addition, at the request of the Buyer it was operated prior to the ClosingClosing (other than with respect to Seller’s status as a publicly traded and listed company or for any legal services), the Seller including without limitation services for or relating to support in terms of existing clinical trials, ongoing restructure/transfer of manufacturing facility under appropriate terms and the Buyer will cooperate to negotiate reasonable conditions and mutually acceptable terms pursuant to which the Sellerdrug pricing compliance, to the extent it retains, following the Closing, an ownership or leasehold interest and putting in the office building located place any arrangement described in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1Section 6.16(b) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest Pre-Closing Restructuring shall expire or terminate not have been completed as set forth herein. (the “Transition Services”). To the extent the Transition Services Agreement is not executed prior to Closing, from and after the conclusion Closing for a period not to exceed six (6) months following the Closing Date, Seller shall use its commercially reasonable efforts to provide the Transition Services as reasonably determined by Seller, and provided that such Transition Services shall not be of such one year periodscope 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 space in said office building that is substantially equivalent time as the Parties enter into the Transition Services Agreement, and, following such time, shall provide such services pursuant to the space 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 Company is using Transition Services are intended only to be transitional in said building 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 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 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 date hereof at a monthly rent payment equal end of the provision of any such Transition Services to perform the Transition Services (or have the Transition Services performed) without the involvement of Seller's actual costs in respect , its Affiliates or any of such spaceits or their employees or agents.

Transition Services. 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 Company by the Seller or any affiliate of the Seller, including any agreements or understandings (written or orala) 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 shall provide, for a period of six (6) months after At the Closing, Purchaser has paid Seller the Closing Date Cash Consideration and deposited the Escrowed Consideration with JPMorgan, payable by JPMorgan to Seller upon satisfaction of the conditions set forth in the Escrow Agreement (such Closing Date Cash Consideration and the Escrowed Consideration deposited with JPMorgan are separate and apart from the Earn-Out Consideration, which is only payable if and to the extent earned under the terms of the Purchase Agreement), but (a) the Purchased Assets of the Business cannot be delivered in full to Purchaser at the Closing due to the need to obtain certain consents or approvals and (b) Purchaser is unable to operate the Business on a stand alone basis in time for the beginning of the 2010 tax season because additional time is needed to implement certain operational capabilities. However, in order to minimize disruption to the Business for the 2010 tax season and to ensure a smooth transition of the Business from Seller to Purchaser, for the period beginning on the date hereof through April 30, 2010 except for (x) services to be provided under Section 5 which shall be through March 31, 2010, (y) services relating to check clearing, ACH services and access and use of Seller’s telecommunications (including network) infrastructure, which shall be through December 31, 2010 or (z) any other term expressly provided in this Agreement as applying to specified services (similar to those contemplated by the preceding sentence term “Term” as used herein means the period from the date hereof through one of the foregoing applicable end dates depending on the context), Seller shall be mutually agreed to by provide to, or for the partiesbenefit of, Purchaser, the following: (i) to the Company, which services, at services of all of 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 Business Employees (as defined below) ), in the same capacities and at the same rate of compensation as in effect on the date hereof, and all human resources support, welfare benefits and payroll functions as Seller has maintained for such services, as employees immediately before 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 servicesdate hereof, (ii) reasonable payments access to temporary contract employees forand use of the Leased Office Space, or related to, transition services, and (iii) reasonable payments to vendors such equipment, intellectual property (including software, domain names and website access), permits, licenses, postal services, check stock, telecommunications equipment and services, contract rights and all other services of any kind, in each case, that Seller used in the Business immediately before the Closing including the services and other third parties for, or related to, transition services, and items more specifically described in the remainder of this Agreement (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 Closingcollectively, the “Transition Services”); provided, notwithstanding the foregoing, the Transition Services shall not include the origination, purchasing or holding of any RALs (or of any other loans) (collectively, the “Excluded RAL Activities”). Seller and will provide the Buyer will cooperate Transition Services to negotiate reasonable and mutually acceptable terms upon Purchaser during the Term for no cost other than those expressly provided in this Agreement. (b) Seller shall perform the Transition Services consistent in all material respects with the manner in which specific transition it provided such services will be provided after when it operated the Closing. In addition, at the request of the Buyer Business prior to the Closing. Seller shall perform the Transition Services in a timely and professional manner and in accordance with its customary practices. (c) For so long as Seller is performing the Transition Services pursuant to this Agreement, and subject to Seller’s compliance with its obligations under this Agreement, Purchaser shall operate the Business, and shall take all actions necessary to enable Seller to perform the Transition Services, in accordance with applicable Law (including, without limitation, any requirements or directives of any Governmental Entity) and in a manner consistent with industry standards and the Buyer will cooperate to negotiate reasonable controls and mutually acceptable terms systems maintained by Purchaser pursuant to which Section 2(e) below. (d) Seller shall retain controls and systems consistent in all material respects with the controls and systems that it had in place prior to Closing as it relates to the services provided by Seller under this Agreement, and Purchaser will not interfere with such control and systems. (e) During the Term, subject to Seller’s compliance with its obligations under this Agreement, Purchaser shall maintain controls and systems with respect to the Business that are consistent in all material respects with the controls and systems that Seller had maintained with respect to the Business prior to the Closing. Without limiting the generality of the foregoing, subject to Seller’s compliance with its obligations under this Agreement, Purchaser shall maintain controls and systems that enable it to operate the Business in accordance with applicable Law (including, without limitation, any requirements or directives of any Governmental Entity) and in a manner consistent with industry standards. Seller shall have full access, on reasonable notice and during business hours, to Purchaser’s books and records relating to the Business, facilities where such books and records are located, information (to the extent it retainsnot proprietary) regarding network infrastructure that services the Business and agents and employees involved with servicing the Business, following in each case, to allow Seller to determine Purchaser’s compliance with this Agreement. (f) If the Closingparties omitted any service from the definition of “Transition Services” but which is reasonably required from Seller in order for Purchaser to operate the Business during the Term consistent with Seller’s past practices (other than the Excluded RAL Activities), an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, then such services shall lease be deemed to the Company be “Transition Services” for a period purposes of one (1) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion of such one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spacethis Agreement.

Transition Services. Except as agreed to in writing by (a) Commencing on the Seller Closing Date and during the Buyer, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services provided to the Company by the Seller or any affiliate term of the Sellerlicense for the LaMirada Facility, including any agreements or understandings Sirco shall provide Interbrand with sufficient personnel (written or oral) with respect thereto, shall terminate simultaneously with based on past Sirco's past experience in the Closing without any further action or liability on the part operation of the parties thereto. Notwithstanding Business) (the foregoing, in the absence of a written agreement, "Sirco Service Providers") at the Buyer's request, the Seller shall provide, for a period of six (6) months after the Closing, services (similar LaMirada Facility to 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 servicesprocess orders, (ii) reasonable payments to temporary contract employees forpackage and ship merchandise, or related to, transition services(iii) stock inventory, and (iiiiv) reasonable payments perform other administrative tasks consistent with Sirco's prior operation of the Business as Interbrand may reasonably direct (the services set forth in subclauses (i) through (iv), the "Transition Services"). The Sirco Service Providers shall (a) remain employees of Sirco at all times, (b) be paid solely by Sirco, (c) be available at the LaMirada Facility each Business Day consistent with past practices, (d) be adequately trained to vendors and other third parties for, or related to, transition services, perform the Transition Services and (Be) costs of the Seller or DQE, including all overheads, that cannot be specifically identified with a particular service or product provided subject to the Buyer but that are reasonably allocable to the products or services rendered by the Seller or DQE. At the request reasonable direction 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 ClosingInterbrand while performing Transition Services. In addition, at during the request term of the Buyer prior license for the LaMirada Facility, Sirco will have available sufficient packaging and stuffing materials to facilitate the sale by Interbrand of the Eligible Inventory. (b) Interbrand covenants that for so long as it occupies the LaMirada Facility pursuant to the Closing, license granted herein (the Seller "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 Buyer will cooperate to negotiate reasonable and mutually acceptable terms pursuant to which sale by Sirco of the Seller, to the extent it retains, following the Closing, an ownership or leasehold interest in the office building Excluded Inventory located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion of such one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spaceLaMirada Facility.

Transition Services. (a) Seller shall provide to Buyer all reasonable transition services needed to transition the business operations of the Product Line from Seller to Buyer ("Transition Services"). Transition Services will be solely at the direction of the Buyer and 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 prior to and at the Closing Date. Seller hereby represents to Buyer that the Transition Services shall be performed in a manner of like kind, quality and care as performed by Seller for the operation of the business of the Product Line prior to and at the 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 may be identified and at the price mutually agreed to upon 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 Company by the Seller or any affiliate of 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 shall provide, for a period of six (6) months after the Closing, services (similar to 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 to Buyer. Buyer and Seller shall document the inclusion in this Agreement of such services that is equal to DQE's Additional Services hereunder by an amendment, letter agreement, or memorandum signed by duly authorized representatives of both parties, referencing and incorporating (unless the Seller's Actual Cost (as defined belowparties agree otherwise in such document) for such servicesthis Agreement, as the case may be, to be paid on a monthly basis 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 DQE or Seller no less than thirty (30) days before the Seller. The term "Actual Cost" shall mean the sum of date Buyer wishes to terminate such Transition Service. (Ab) 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 pay Seller for 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, an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion of such one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building Transition Services as set forth on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spaceSCHEDULE 5.7.

Transition Services. Except as agreed For a transition period to in writing be determined by the Seller and the Buyer, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services provided to the Company by the Seller or any affiliate of 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 shall provide, for a period of six (6) months after the Closing, services (similar to those contemplated by the preceding sentence as shall be mutually agreed to by the parties) to the Company, which serviceswill not exceed three months (the "Transition Period"), (a) CNET will provide reasonably sufficient space for the Company's and reasonable bandwidth, at telecommunications equipment and technical personnel as necessary to host and maintain the Buyerservers for the Sites in a manner consistent with the manner in which such servers have been hosted and maintained by CNET to date; (b) In order to allow CNET to host and maintain the Sites, the Company will transmit the content of the Sites to CNET in accordance with CNET's requestreasonable instructions and specifications, shall which will not be materially more burdensome to the Company than those currently applicable to the Company or those that would be applicable if CNET were to retain its equity interest in the Company or those that apply to other services in which CNET has an interest; (c) CNET will provide human resources, accounting and other managerial support for the Sites and its operations equivalent in terms of quality, depth and scope to those currently being provided by CNET to the Company and those that would be provided at a price for such if CNET were to retain its equity interest in the Company or those provided by CNET to other services that is equal in which it has an interest; and (d) CNET will provide reasonable consultation and assistance to DQE's or the Seller's Actual Cost (as defined below) for such servicesCompany and its personnel, as requested by the case may beCompany during the Transition Period, 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 facilitate (i) the reasonable salary transition of hosting and benefits maintenance responsibility for personnel performing transition services for those hours when such personnel are performing transition services, the Sites to 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 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 the Sites (as described in paragraph (a) above) on commercially reasonable payments terms, no less favorable to temporary contract employees for, or related to, transition services, and (iii) reasonable payments the Company than those afforded to vendors and other third parties for, or related to, transition for which CNET provides hosting and maintenance 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 for an additional period requested by the Seller or DQE. At the request of the Buyer prior Company, up to Closing, the Seller and the Buyer six months; provided that CNET will reasonably 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, an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to with the Company for a to extend said six month additional period of one (1) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion of such one year period) such space in said office building that is substantially equivalent to the space that should the Company is using in said building on the date hereof at request a monthly rent payment equal to the Seller's actual costs in respect of such spacefurther extension.

Transition Services. Except as agreed Prior to in writing by the date of this Agreement, the Seller has 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 the Buyer, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services 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 or any affiliate of 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, ’s “Department” in the absence of a written agreement, at the Buyer's request, the Seller shall provide, for a period of six (6) months after the Closing, services (similar to those contemplated by the preceding sentence as shall be mutually final Service Exhibit unless otherwise agreed to by the parties) to for the Company, which services, at the Buyer's request, shall be provided at a price for continuation of 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, an ownership or leasehold interest (a) in the office building located case of Consistent Cost Services (as defined in the Brittmoore-Xxxxxx Industrial ParkTransition Services Agreement) (if any), shall lease be based on the reasonably expected monthly cost to the Company Seller or its relevant Affiliate to provide the relevant service(s), 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), 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 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 of one longer than (1x) year following nine (9) months for any services provided by the Indian Business and (y) twelve (12) months for any other services) after the Closing Date (or 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 shorter period monthly fees as agreed between the Buyer and the Seller in accordance with the Pricing Principles, will be the final Service Exhibit for purposes of time in the event that Transition Services Agreement executed at the Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion of such one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spaceClosing.

Transition Services. Except (a) Subject to and on the terms set forth in this Agreement, the Servicer shall perform or cause to be performed with respect to the Diamond Business certain transition services as agreed set forth on Exhibit A (the “Service Exhibit”) hereto (such services, the “Transition Services” and each, a “Transition Service”), which Service Exhibit is incorporated herein by reference, for the time periods described in this Agreement. In consideration for the performance of the Transition Services, 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 Seller Business Combination Agreement and (ii) the Buyerdate 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 data processingreasonable out-of-pocket costs and expenses, accountingincluding all reasonable overtime payments to Servicer employees (collectively, insurancethe “Expenses”), bankingin each case, personnelincurred by the Servicer in connection with and attributable to providing the Transition Services, legal, communications and other products and services including reasonable costs incurred pursuant to contracts with third parties under which the benefit is provided to the Company by the Seller or any affiliate of 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 Buyer as part of the parties theretoServices, 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. Notwithstanding For the foregoingavoidance of doubt, in the absence of a written agreement, at the Buyer's request, the Seller shall provide, for a period of six (6) months after the Closing, services (similar to those event fees and expenses contemplated by the preceding sentence as shall be mutually agreed to by are incurred in connection with the parties) to provision of the CompanyTransition Services and with other operations of the Servicer or its Affiliates, which services, at only the Buyer's request, shall be provided at a price for portion of 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 fees and expenses actually incurred by the Seller or DQE attributable reasonably allocable to the provision of transition services Transition Services shall be deemed to be “Expenses” and reimbursable by the Buyer hereunder (subject to the Buyer, including preceding sentence). (d) To the extent that (i) the reasonable salary and benefits for personnel performing transition services for those hours when such personnel are performing transition servicesTransition Services include Software or other technology licensed from third parties, or (ii) reasonable payments to temporary contract employees forthe Transition Services are procured or derive from third parties, or related to, transition services, it is intended and (iii) reasonable payments to vendors agreed that the Transition Services provided under this Agreement shall be within the scope and other third parties for, or related to, transition services, on the terms 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 conditions established by the Seller third-party licensors or DQEproviders. At the request 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 prior or its customers, but instead is a services agreement intended to Closingenable 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 Seller Servicer shall reasonably promptly so notify the Buyer, and the Buyer Parties will cooperate confer to negotiate reasonable 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 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 mutually acceptable terms upon which specific transition services will be provided after the Closing. In additionprovided, at the request of the Buyer prior to the Closingfurther, 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, an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1) year following the Closing Date (or such shorter period of time that in the event that the Seller's ownership 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 Agreement to not enter into or leasehold interest shall expire become bound by an agreement or terminate prior 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 conclusion 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 one year periodadditional expense in accordance with Section 3 hereof. (e) such space in said office building that is substantially equivalent Notwithstanding anything to the space contrary in this Agreement, the Buyer acknowledges that the Company is using in said building Servicer may be providing services similar to the Transition Services for itself and its Affiliates, and the Servicer reserves the right to modify one or more Transition Services if such modifications are: (i) applicable to all other recipients of such Transition Service or services similar to such Transition Service; provided, that such modifications do not have a material adverse impact on the date hereof at Buyer or its Subsidiaries and do not increase the Expenses in any material respect; or (ii) otherwise necessary to comply with applicable Law or other requirements of a monthly rent payment equal to the Seller's actual costs in respect of such spaceGovernmental Entity.

Transition Services. Except as agreed to in writing by (a) Immediately after the Seller and the Buyerdate of this Agreement, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services provided to the Company by the Seller or any affiliate of 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 shall provide, for a period of six (6) months after but before the Closing, the Parties shall negotiate in good faith a transition services agreement pursuant to the principles set forth on Schedule 8.5(a) (similar to those contemplated by the preceding sentence “Transition Services Agreement”), with such other terms that are commercially reasonable and as shall be mutually otherwise agreed to by the parties) Parties. The services to be provided pursuant to the CompanyTransition Services Agreement will include those services provided by any Seller or any of its Affiliates to the Business in the Ordinary Course of Business prior to the Closing Date, which servicesincluding among others, at the Buyer's requestinformation technology, 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 servicesaccounting, as the case may besourcing, to be paid on a monthly basis by the Buyer to DQE or the Sellerinventory storage and management, and human resources. The term "Actual Cost" Transition Services Agreement will also address the termination of the existing Distribution Agreement with Bio-Rad originally signed by Diamed. Subject to and in accordance with the Transition Services Agreement, Sellers shall mean provide Buyers or their designees with reasonable access to employees and contractors with knowledge of the sum Business and the Acquired Assets who are not transferred to Buyers (“Retained Employees”), and to cause such Retained Employees to provide reasonable assistance to Buyers or their designees in connection with the transition of (A) the reasonable costs or expenses actually incurred operation of the Business following the Closing Date. Among other things, the Retained Employees shall provide such assistance and advice under the Transition Services Agreement as may reasonably be requested by Buyers necessary to manufacture the Seller or DQE attributable Products in substantially the same manner, quality, and quantities achieved by Sellers prior to the provision Closing Date. (b) Immediately after the date of transition services this Agreement, but before the Closing, the Parties will negotiate in good faith a cross-license agreement (the “Cross-License Agreement”) pursuant to the Buyer, including principles set forth on Schedule 2.1A and such other terms that are commercially reasonable and mutually agreeable to the Parties. (c) Seller Parent and Buyer Parent will discuss further research and development collaborations in the areas of (i) the reasonable salary and benefits for personnel performing transition services for those hours when such personnel are performing transition services, optical components; (ii) reasonable payments to temporary contract employees for, or related to, transition services, software; and (iii) reasonable payments electrical components for improvements to vendors Products and other third parties fornew product development. Any collaboration or agreement will be subject to future agreement acceptable to Seller Parent and Buyer Parent. (d) Immediately after the date of this Agreement, 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 before Closing, the Seller Parties will negotiate in good faith a technology transfer plan (the “Technology Transfer Plan”) pursuant to the principles set forth on Schedule 8.5(d) and the Buyer will cooperate to negotiate such other terms that are commercially reasonable and mutually acceptable terms upon which specific transition services will be provided agreeable to the Parties. (e) Immediately after the Closing. In additiondate of this Agreement, at the request of the Buyer prior to the but before Closing, the Seller Parties will negotiate in good faith a stockholders agreement (the “Stockholders Agreement”) consistent with the terms set forth on Schedule 8.5(e) and the Buyer will cooperate to negotiate such other terms that are commercially reasonable and mutually acceptable terms pursuant to which the Seller, agreeable to the extent it retainsParties. (f) Sellers will remain responsible and prepare and file all documents necessary to transfer the ownership of Transferred Intellectual Property to Buyers or their designees, following in all countries necessary for Buyers or their designees to enforce such Transferred Intellectual Property; provided that the Closing, an ownership or leasehold interest in Parties shall shares the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease costs related to the Company for a period of one (1) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion preparation and filing of such documents. If required by Law of a specific country in which a Buyer or its designee is attempting to enforce the rights granted by an item of Transferred Intellectual Property that one year period) of the Sellers be named a party plaintiff or defendant, then such space in said office building that is substantially equivalent Seller agrees to be named at the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spaceBuyer’s or Buyer’s designee’s cost.

Transition Services. 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 (i) Subject to the Company by the Seller or any affiliate terms and conditions of 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 requestthis Section 5(m), the Seller shall providewill, for a period of six (6) months after up to 120 days following the Closing, services (similar to those contemplated by the preceding sentence as shall be mutually agreed to by the parties) provide to the Company, which services, at the Buyer's request, shall be provided at Purchaser a price for such continuation of those services that is equal the Seller has provided to DQE's or the Seller's Actual Cost Purchaser at any time since December 1, 2022 (the “Transition Services”), on the same terms and conditions (including cost) as defined below) for such servicespreviously provided between the Seller and the Purchaser; provided however, 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 that: (A1) the reasonable costs Seller shall have the right to make such changes to the Transition Services as are necessary in order to comply with applicable Laws or expenses actually incurred by Permits to which the Seller or DQE attributable 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 transition services 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 Buyer, including (i) Seller will use commercially reasonable efforts to provide the reasonable salary and benefits for personnel performing transition services for those hours when such personnel are performing transition services, applicable Transition Services. (ii) reasonable payments 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 temporary contract employees for, or related to, transition servicesSeller 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 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) reasonable payments 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 vendors and other third parties forthe Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or related tointerests in any Intellectual Property invented or created before, transition services, and (B) costs on or after the Closing by or on behalf of the Seller or DQE, including all overheads, that cannot be specifically identified with a particular service its Affiliates or product provided otherwise controlled by or licensed to the Buyer but that are reasonably allocable Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the products or services rendered Purchaser by the Seller or DQE. At the request within 30 days after receipt thereof by wire transfer of the Buyer prior immediately available funds to Closing, an account designated by 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, an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion of such one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spacewriting.

Transition Services. Except as agreed to in writing by (a) Seller agrees that from and after the Seller Closing until the date that is three months following the Closing Date, it shall, and shall cause its Affiliates to, provide the Buyer, all data processingon a royalty free basis, accounting, insurance, banking, personnel, legal, communications and other products and with the services provided specified on Exhibit B annexed hereto with respect to the Company Business as currently conducted (the “Transition Services”), 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 implementation of such Transition Services, (ii) causing their respective employees to assist in the provision thereof and to cooperate with Buyer in its use of the such Transition Services and (iii) granting to Buyer the right to use and occupy for such 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 Closing Date. Buyer may terminate any or 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 provide the Transition Services in substantially the same manner in which such services were used by the Business immediately prior to the date 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 herein to the contrary, Buyer and Seller or any affiliate shall negotiate in good faith a reduction in scope of the Seller, including any agreements or understandings (written or oral) with respect thereto, shall terminate simultaneously with Transition Services to the Closing without any further action or liability on the part extent that Business Employees who would otherwise have provided such services to Buyer pursuant to this Section have become employees of the parties thereto. Buyer following the Closing. (c) Notwithstanding anything to the foregoingcontrary herein, in the absence of a written agreement, at the Buyer's request, the Seller shall provide, for a period of six (6) months after the Closing, services (similar not be required to those contemplated by the preceding sentence as shall be mutually agreed provide any Transition Service or other service referred to by the partiesin Section 7.03(a) 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 extent (i) the reasonable salary and benefits for personnel performing transition services for those hours when provision of such personnel are performing transition servicesTransition Service or any such other service requires a license or consent from a third party, (ii) reasonable payments to temporary contract employees for, Seller has been notified by the applicable third party that such license or related to, transition servicesconsent is required, and (iii) reasonable payments 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 of its Affiliates. Neither Seller nor any of its Affiliates shall be liable to vendors and other third parties for, or related to, transition services, and (B) costs Buyer for any damages arising from any claim relating to the provision of the Seller Transition Services or DQEany such other service, 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, except to the extent it retains, following that such direct damages are caused by the Closing, an ownership gross negligence or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period willful misconduct of one (1) year following the Closing Date (Seller or such shorter period of time in the event that the Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion of such one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spaceits Affiliates.

Transition Services. (a) Upon the terms and subject to the conditions set forth in this Agreement, Seller 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 "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 Transition Asset hereunder. (b) Without limiting the foregoing, each party shall 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 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 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 business of Purchaser. (c) Except as agreed otherwise provided herein, the attached Schedule I is subject to in writing by change only upon the Seller and parties mutual written consent. To the Buyer, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services provided to extent the Company by the Seller or any affiliate Schedule is incomplete as of the Sellerdate hereof in describing a Service, including the parties shall use good faith efforts to complete such Schedule as promptly as practicable. Any element of a Service reflected on any agreements or understandings (written or oral) with respect thereto, such amended Schedule shall terminate simultaneously with the Closing without any further action or liability on the thereafter be deemed a part of the parties thereto. Notwithstanding "Service". (d) In addition to the foregoing, in the absence of a written agreement, at the Buyer's requestServices, the Seller shall provideparties hereto acknowledge that there may be additional services which have not been identified on Schedule I and 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, for a period within one hundred and eighty (180) days of six (6) months after the ClosingClosing Date, any such additional services, or such extensions of the shutdown date, are identified and requested by either party, such other services (similar to those contemplated by the preceding sentence as shall be mutually agreed to by the partiesprovided, or such shutdown date(s) 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 extended, if 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 other party consents to the provision of transition such additional services or such extensions, which consent shall not be unreasonably withheld, at a cost to be negotiated in good faith. Such additional services shall not include anything excluded by Section 3.2 hereof. In the Buyerevent 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, including (i) such additional services may only be provided with 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 prior written consent 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 DQERTI Majority Noteholders. At the request Nothing in this Section 1.1(d) shall result in any extension 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 Term or any Renewal Term except as 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, an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion of such one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spaceSection 5.1.

Transition Services. Except as agreed to in writing (a) If reasonably requested by the Seller and the Buyer, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services provided (i) to the Company 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 (ii), in order to provide for the movement of any Transferred Assets, transfer of customer relationships and employees and such other assistance as the Buyer may reasonably need to facilitate any separation of the Transferred Assets from Excluded Assets; provided, that, in each case, any such transition services to be provided by the Seller or Sellers shall be subject to any affiliate winding-down of operations and related capabilities of the Seller, Sellers post-Closing. The cost of transition services (including any agreements or understandings (written or oral) with respect thereto, shall terminate simultaneously with the post-Closing without any further action or liability on costs during the part transition period of maintaining the parties thereto. Notwithstanding the foregoing, in the absence of a written agreement, at Leases that would have been rejected but for the Buyer's request, intention to use the Seller shall provide, for a period of six (6facilities related to such Leases to conduct transition services) months after the Closing, services (similar to 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 borne by the Buyer to DQE or the Seller(and shall include a reasonable and customary administrative markup). The term "Actual Cost" Sellers will not reject any Lease relating to a location for which the Buyer is requesting transition services; provided, that during the post-Closing period while the Buyer is using the transition services, the Buyer shall mean remit the sum of amounts required by this Section 5.15. (Ab) From the date hereof until the Closing Date, the Sellers shall use commercially reasonable costs or expenses actually incurred by efforts to negotiate a lease for the Seller or DQE attributable to Morristown Facility, which lease shall be effective from and after, and be conditioned upon the provision of transition services occurrence of, the Closing and on other terms that are reasonable acceptable 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, an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest failure to secure such lease shall expire or terminate prior to the conclusion not constitute a failure of such one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spaceany Closing condition.

Transition Services. Except as agreed to in writing (a) If reasonably requested by the Seller and Buyer or the BuyerSellers, all data processingas applicable, accounting, insurance, banking, personnel, legal, communications and other products and services provided to the Company by the Seller or any affiliate of 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 shall provide, for a period of six (6) months after the Closing, services (similar to those contemplated by the preceding sentence as shall be mutually agreed to by the partiesi) to the Companyextent the Sellers have access thereto and/or possession thereof, which servicesthe 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, at in good faith, a post-closing transition services agreement and an employee secondment agreement on terms that are mutually acceptable to the Buyer's requestParties, shall be provided at a price in each of case (i) and (ii), in order to 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 facilitate any separation of the Transferred Assets from Excluded Assets and/or (B) for such services that is equal to DQE's or from the Seller's Actual Cost (as defined below) for such services, Transferred Employees as the case Seller may bereasonably need in connection with the wind-down of operations of the Sellers post-Closing; provided, that, in each case, any such transition services to be paid on a monthly basis 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 to DQE or the Seller(and shall include a reasonable and customary administrative markup). The term "Actual Cost" Sellers will not reject any Lease relating to a location for which the Buyer is requesting transition services; provided, that during the post-Closing period while the Buyer is using the transition services, the Buyer shall mean remit the sum amounts required by this Section 5.15. (b) From the date of (A) the Original Agreement until the Closing Date, the Sellers shall use commercially reasonable costs or expenses actually incurred by efforts to negotiate a lease for the Seller or DQE attributable to Morristown Facility, which lease shall be effective from and after, and be conditioned upon the provision of transition services occurrence of, the Closing and on other terms that are reasonable acceptable 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, an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest failure to secure such lease shall expire or terminate prior to the conclusion not constitute a failure of such one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spaceany Closing condition.

Transition Services. Except as agreed (a) After the Closing Date, Seller shall use commercially reasonable efforts to in writing provide, or shall cause its Affiliates or third parties designated by it (such designated Affiliates and third parties, together with Seller, the “Service Providers”) to use commercially reasonable efforts to provide to Buyer, the Company and the Company Subsidiaries commercially reasonable transition services relating to information technology (including forwarding emails from the email accounts used by the Company and the Company Subsidiaries, including such email accounts using @xxxxxxxx.xxx and @xxxxxxxxx.xxx) (“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 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 (6) months following the Closing Date. In providing the Services, each of Seller and the other Service Providers shall act solely as an independent contractor and not as an agent of Buyer, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services provided to the Company or the Company Subsidiaries. (b) For the period between the Closing Date and the date that is three (3) months after the Closing Date, the Services provided by the Seller Service Providers to Buyer, the Company and the Company Subsidiaries shall be provided without charge or any affiliate of expense to Buyer, the Seller, including any agreements Company or understandings the Company Subsidiaries. For the period between the date that is three (written or oral3) with respect thereto, shall terminate simultaneously with months after the Closing without any further action or liability on Date and the part of the parties thereto. Notwithstanding the foregoing, in the absence of a written agreement, at the Buyer's request, the Seller shall provide, for a period of date that is six (6) months after the ClosingClosing 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 amounts 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) within 30-days of the first 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 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 Service Providers is fully released from providing, and shall thereafter no longer be obligated to provide, the IT Services, the Human Resource Services or the Accounting Services, or all of the Services, to 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 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. (c) Seller or any of the 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, incidental or consequential damages whatsoever which 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 Service from which such purported liability flows. (e) After the Closing Date, Buyer shall use commercially reasonable efforts to provide, or shall cause the 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 (similar “Buyer Accounting Services”). Seller shall use its reasonable best efforts to those contemplated reduce or eliminate its dependency on the Buyer Accounting Services as soon as is reasonably practicable following the Closing Date; provided that the Service Providers shall have no obligation to provide the Buyer Accounting Services after the date that is six (6) months following the Closing Date. For the period between the Closing Date and the date that is three (3) months after the Closing Date, the Buyer Accounting Services provided by the preceding sentence as shall be mutually agreed Buyer Service Providers to by the parties) to the Company, which services, at the Buyer's request, Seller and its Affiliates shall be provided at a price without charge or expense to Seller or any of its Affiliates. During the Payment Period, Seller will reimburse Buyer and the other Buyer Service Providers for such services that is providing the Buyer Accounting Services hereunder in an amount equal to DQE's $20,000 per month, which amount shall be payable by Seller to Buyer or the Seller's Actual Cost other Buyer Service Providers (as defined belowdesignated in writing by Buyer) for within 30-days of the first day of such servicesmonth; provided, however, that if Seller delivers a written notice to Buyer 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 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 the case may beapplicable), to be paid on a monthly basis by that each of 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 servicesService Providers is fully released from providing, and shall thereafter no longer be obligated to provide, the Buyer Accounting Services to Seller pursuant to this Section 8.09 (iii) reasonable payments to vendors the “Buyer Service Termination Notice”), then the Buyer Service Providers shall cease providing the Buyer Accounting Services at the effective time of such Service Termination Notice 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 shall have no further reimbursement obligations with a particular service or product provided respect 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, an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion of such one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spaceAccounting Services.

Transition Services. Except (a) 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 agreed 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 writing this Agreement, Provider shall provide, or cause one or more of its Affiliates to provide, the services 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), consistent with objectives set forth in Section 1(a) and the 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 and the Buyer, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services provided Group to the Company Business, or by the Seller or Business to Seller’s Retained Businesses, as previously conducted at any affiliate 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 regarding the provision of such additional Transition Services, it being understood and agreed that (x) the cost for any such 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 Sellerpreparation of the Financial Statements, including 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 as otherwise reasonably necessary to permit a smooth and efficient transition of the Business and of such service from the Provider to the Recipient and its Affiliates. With repect to any agreements Transition Services set forth on the draft Schedule A, the Parties will (i) to the extent either Buyer or understandings Seller notifies the other that they reasonably believe it is necessary to specify additional detail with respect to the Transition Services set forth on Schedule A, 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 included in the services listed in Schedule A, but is required for the conduct of the 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, 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 Transition Services directly, through any of their Affiliates or oral(subject to the restrictions set forth in this Agreement) through one or more third parties engaged by Provider to provide the Transition Services in accordance with the terms of this Agreement. (d) Subject to the provisions of Article 7, nothing in this 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, shall terminate simultaneously with the Closing without . If Provider becomes aware of any further action potential conflict or liability violation on the part of the parties thereto. Notwithstanding the foregoingProvider, Provider may suspend or cease providing such Transition Service; provided that Provider uses commercially reasonable efforts to promptly advise Recipient in the absence of a written agreement, at the Buyer's request, the Seller shall provide, for a period of six (6) months after the Closing, services (similar to 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, an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion writing of such one year period) potential conflict or violation and to cooperate in good faith with Recipient to implement any alternative identified by Recipient that resolves such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spaceconflict or violation.

Transition Services. 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 (a) Subject to the Company by terms and conditions set forth herein, Seller shall, or shall cause one or more of its Affiliates or third parties to, provide information technology services, software, hosting and infrastructure (the Seller or any affiliate “Initial Transition Services”) at no cost to Buyer for the period beginning on the Effective Date and ending sixty (60) days following the Effective 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 Initial Transition Services (the “Notice”). Within fifteen (15) days following receipt of the Notice, including any agreements or understandings Buyer shall select from the items identified on the Notice the services it wishes to continue to receive from Seller (written or oral) with respect thereto, shall terminate simultaneously the “Continuing Transition Services” and together with the Closing without any further action or liability on Initial Transition Services, the part of the parties thereto. Notwithstanding the foregoing, in the absence of a written agreement“Transition Services”), at the Buyer's requestprices indicated on the Notice. The parties shall amend Exhibit A to reflect the Continuing Transition Services and the fees for such Continuing Transition Services. (c) 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 provide, assist in the transfer of responsibility for a period of six each Transition Service to Buyer. (6e) months after To the Closing, services (similar to those contemplated by the preceding sentence as shall be mutually agreed to by the partiesextent authorized under any license(s) to software necessary to continue the Companyoperation of the Business, which services, at and only to the Buyer's request, shall extent no additional license fees or other financial consideration would be provided at a price for owed to such services that is equal to DQE's or the Seller's Actual Cost (as defined belowlicensor(s) for such servicesuse, as Buyer shall have the case may be, right to be paid on a monthly basis by use such software in accordance with 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 terms of the Seller or DQE, including all overheads, that cannot be specifically identified with a particular service or product provided license relating 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, an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1) year following the Closing Date (or such shorter period of time in the event that the Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion of such one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spacesoftware.

Transition Services. Except as agreed (a) Upon the terms and conditions set forth in this Section, Seller agrees to in writing by provide to Buyer the services described on Schedule 6.9 (the "Transition Services"). (b) Seller and agrees to provide to Buyer the Buyer, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services provided to the Company by the Seller or any affiliate of 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 shall provide, Transition Services for a period of six commencing on the Closing Date and ending ninety (690) months days after the ClosingClosing (the "Transition Period"), services (similar to those contemplated by the preceding sentence so long 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 providing such services that is equal will not unreasonably interfere with or adversely affect any other operations of Seller or materially affect any employee's other duties 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" During the Transition Period, Seller shall mean use its reasonable best efforts to provide 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 BuyerTransition Services, including (i) making available to Buyer at Buyer's request and expense the services of Seller's professional service providers and the efforts of such providers to assist in the transition of such services to Buyer's professional service providers (except Buyer acknowledges that Seller shall not be liable to Buyer in the event any third party service provider refuses to do so notwithstanding Seller's reasonable salary best efforts) and benefits for personnel performing transition services for those hours when such personnel are performing transition services, (ii) using its reasonable payments best efforts to temporary contract retain all employees forreasonably necessary to effectively perform the Transition Services. (c) During the Transition Period, or Buyer shall have full time access during normal business hours to the Mueller's brand marketing group for purposes of consultixx xxxx Xuyer on matters related to, to the 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, Business. (d) Buyer acknowledges that cannot be specifically identified with a particular service or product provided to it is responsible for the Buyer but that are reasonably allocable to the products or services rendered by the Seller or DQE. At the request operation of the Buyer prior to Closing, Business after the Seller Closing and the Transition Services are intended to provide support and assistance to Buyer will cooperate in the transition of the Business from Seller to negotiate reasonable and mutually acceptable terms upon which specific transition services will Buyer. In no circumstance shall Seller be provided required to operate the Business in any fashion after the Closing. In addition, at it being understood that Seller shall merely provide support and assistance in accordance with the request terms of this Section. (e) 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 representation, warranty or other guarantee of the Buyer prior to 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 the all supporting documentation reasonably requested by Buyer. Buyer will cooperate to negotiate reasonable arrange and mutually acceptable terms pursuant to which the Seller, pay directly for all travel and lodging expenses related to the extent it retains, following provision of the Closing, an ownership or leasehold interest in the office building located in the Brittmoore-Xxxxxx Industrial Park, shall lease to the Company for a period of one (1) year following the Closing Date (or such shorter period of time in the event that the Transition Services by Seller's ownership or leasehold interest shall expire or terminate prior to the conclusion of such one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of such spaceemployees.