SECTION 3 OF ERISA (COLLECTIVELY, "PLANS"), IN EACH
CASE MAINTAINED BY ANY SELLER OR ITS AFFILIATES;
(X)
ANY EMPLOYMENT OR CONSULTING AGREEMENTS;
(XI)
ASSETS (INCLUDING RECORDS, DATA AND FILES), RIGHTS OR SERVICES
USED IN CONNECTION WITH THE FINANCE, ACCOUNTING, LEGAL, QUALITY, REGULATORY,
LOGISTICS, ADMINISTRATIVE, GOVERNANCE OR OTHER GENERAL CORPORATE FUNCTIONS OF
SELLERS;
(XII)
ALL CONTRACTS THAT ARE NOT ACQUIRED CONTRACTS OR ACQUIRED IP
CONTRACTS AND ALL CONTRACTS SET FORTH ON SCHEDULE 1.1(B)(XII);
(XIII)
ALL CLAIMS, DEMANDS, DEPOSITS, REFUNDS, REBATES, CAUSES OF
ACTION, CHOSES IN ACTION, RIGHTS OF RECOVERY, RIGHTS OF SET-OFF AND RIGHTS OF
RECOUPMENT TO THE EXTENT RELATING TO ANY OF THE EXCLUDED ASSETS OR EXCLUDED
LIABILITIES OR AS EXCLUDED PURSUANT TO SECTION 1.1(A)(XI) HEREOF;
(XIV)
THE COMPANY CHARTER, QUALIFICATIONS TO CONDUCT BUSINESS AS A
FOREIGN COMPANY, ARRANGEMENTS WITH REGISTERED AGENTS RELATING TO FOREIGN
QUALIFICATIONS, TAXPAYER AND OTHER IDENTIFICATION NUMBERS, SEALS, MINUTE BOOKS,
STOCK OR SECURITY TRANSFER BOOKS, SHARES OF CAPITAL STOCK OR OTHER EQUITY
SECURITIES, CERTIFICATES REPRESENTING STOCK OR OTHER EQUITY SECURITIES, AND
OTHER DOCUMENTS RELATING TO THE ORGANIZATION, MAINTENANCE AND EXISTENCE OF
SELLERS OR THEIR AFFILIATES;
(XV)
ALL PERSONNEL RECORDS AND OTHER RECORDS RELATING TO THE EMPLOYEES
OF THE BUSINESS;
(XVI)
ALL RIGHTS OF SELLERS AND SELLER INDEMNIFIED PERSONS UNDER THIS
AGREEMENT OR ANY ANCILLARY AGREEMENT; AND
(XVII)
ALL ASSETS SET FORTH ON SCHEDULE 1.1(B)(XVII).
(C)
PROCEDURE FOR ACQUIRED CONTRACTS NOT TRANSFERABLE.
PROVIDED THAT
ALL OF THE CONDITIONS TO CLOSING SET FORTH IN ARTICLE 7 SHALL HAVE BEEN
SATISFIED OR WAIVED, (I) IF ANY
6
ACQUIRED CONTRACT IS NOT ASSIGNABLE OR TRANSFERABLE TO BUYERS WITHOUT THE
CONSENT (AS DEFINED BELOW) OF ANY GOVERNMENTAL ENTITY OR OTHER THIRD PERSON
(OTHER THAN SELLERS OR THEIR AFFILIATES), AND (II) SUCH CONSENT HAS NOT BEEN
OBTAINED AT OR PRIOR TO THE CLOSING, THEN THIS AGREEMENT SHALL NOT CONSTITUTE AN
ASSIGNMENT OR TRANSFER THEREOF UNLESS AND UNTIL SUCH CONSENT IS OBTAINED, AND
ALL LIABILITIES RELATED TO SUCH ACQUIRED CONTRACT THAT WOULD, BUT FOR THE
ABSENCE OF SUCH CONSENT, CONSTITUTE AN ASSUMED OBLIGATION SHALL NOT BE ASSUMED
BY BUYERS HEREUNDER, UNLESS AND UNTIL (AND EFFECTIVE ONLY FROM THE DATE) SUCH
CONSENT HAS BEEN OBTAINED.
IN SUCH CASE, SELLERS SHALL, AT THEIR SOLE EXPENSE
(EXCEPT WITH RESPECT TO THE OBLIGATIONS TO BE PERFORMED BY BUYERS UNDER THE
APPLICABLE ACQUIRED CONTRACT AS PROVIDED HEREIN BELOW):
(X) FOR A PERIOD OF
NINE (9) MONTHS FOLLOWING THE CLOSING DATE, CONTINUE TO USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN SUCH CONSENT PURSUANT TO SECTION 4.4(A) AS SOON AS
PRACTICABLE; (Y) DURING THE REMAINING TERM OF SUCH ACQUIRED CONTRACT, USE
COMMERCIALLY REASONABLE EFFORTS TO PROVIDE BUYERS AS PROMPTLY AS PRACTICABLE THE
BENEFITS OF SUCH ACQUIRED CONTRACT TO THE SAME EXTENT AS IF IT HAD BEEN ASSIGNED
AND TRANSFERRED TO BUYERS AT AND AS OF CLOSING; AND (Z) COOPERATE IN ANY
COMMERCIALLY REASONABLE AND LAWFUL ARRANGEMENT (INCLUDING SUBLEASING,
SUBLICENSING OR SUBCONTRACTING ARRANGEMENTS) DESIGNED TO PROVIDE SUCH BENEFITS
TO BUYERS TO THE SAME EXTENT AS IF SUCH ACQUIRED CONTRACT HAD BEEN ASSIGNED AND
TRANSFERRED AT AND AS OF CLOSING.
TO THE