Common use of Acquired Assets Clause in Contracts

Acquired Assets. 6.8.1 To the extent Acquired Assets are specifically identified in a Supplement, Kraft agrees to convey (or shall cause the applicable Eligible Recipient to convey) to Supplier, and Supplier agrees (or shall cause an Affiliate to agree) to accept, as of the Commencement Date, all of Kraft’s (or the applicable Eligible Recipient’s) right, title and interest in and to the Acquired Assets, other than the Acquired Assets in the Deferred Countries. In consideration for such conveyance, Supplier agrees to pay Kraft on the Commencement Date the Acquired Assets Credit specified in the applicable Supplement. In addition, Supplier shall be responsible for, and shall pay, or provide evidence of exemption from, all sales, use, goods and services and other similar taxes arising out of the conveyance of the Acquired Assets, excluding income taxes and franchise taxes. Kraft represents and warrants to Supplier that Supplier (or its Affiliates) shall take good title to the Acquired Assets as of the Commencement Date, free and clear of all liens. The conveyance of the Acquired Assets shall be effected by the delivery of each Acquired Asset to the Supplier where possible or, where this is not possible, by the delivery of a xxxx of sale in substantially the form set forth in Exhibit 2. Except as otherwise expressly provided in this Section 6.8, Kraft CONVEYS THE ACQUIRED ASSETS TO SUPPLIER ON AN AS-IS, WHERE-IS AND WITH-ALL-FAULTS BASIS. KRAFT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY SUPPLIER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Kraft shall convey and Supplier shall pay for the Acquired Assets in each Deferred Country, on the same terms described in this Section 6.8.1, on the date Supplier assumes responsibility for providing Services from such country.

Acquired Assets. 6.8.1 To the extent If a Transaction Document provides for Acquired Assets are specifically identified in a SupplementAssets, Kraft Sears agrees to convey (or shall cause the applicable Eligible Recipient to convey) to SupplierCSC (either directly or through an Table of Contents entity purchase transaction mutually approved by the Parties), subject to CSC receiving any Required Consents, and Supplier CSC agrees (or shall cause an Affiliate to agree) to accept, as of the applicable Commencement Date, all of Kraft’s Sears’ (or the applicable Eligible Recipient’s) right, title and interest in and to the Acquired Assets, other than the Acquired Assets specified in the Deferred Countriesapplicable Transaction Document (or entity purchase transaction document). In consideration for such conveyance, Supplier agrees to CSC shall pay Kraft Sears on the Commencement Date the Acquired Assets Credit specified in the applicable SupplementTransaction Document (or entity purchase transaction document). In addition, Supplier CSC shall be responsible for, and shall pay, or provide evidence of exemption from, all sales, use, Equipment, Software or other goods and services and other similar taxes arising out of the conveyance of the such Acquired Assets. Subject to CSC receiving any Required Consents, excluding income taxes and franchise taxes. Kraft Sears represents and warrants to Supplier CSC that Supplier CSC (or its Affiliates) shall take good title to the such Acquired Assets as of the Commencement Date, free and clear of all liens. The conveyance of the Acquired Assets shall be effected by the delivery of each Acquired Asset to the Supplier where possible or, where this is not possible, by the delivery of a xxxx of sale in substantially the form set forth in Exhibit 2. Except as otherwise expressly provided in this Section 6.810.2 (Acquired Assets), Kraft SEARS CONVEYS THE ACQUIRED ASSETS TO SUPPLIER CSC ON AN AS-“AS IS, WHERE-IS ,” “WHERE IS” AND WITH-ALL-FAULTS “WITH ALL FAULTS” BASIS. KRAFT SEARS HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY SUPPLIER CSC TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Kraft shall convey and Supplier shall pay for the Acquired Assets in each Deferred Country, on the same terms described in this Section 6.8.1, on the date Supplier assumes responsibility for providing Services from such country.

Acquired Assets. 6.8.1 To the extent Acquired Assets are specifically identified in a Supplement, Kraft ACE agrees to convey (or shall cause the applicable Eligible Recipient to convey) to SupplierIBM, and Supplier IBM agrees (or shall cause an Affiliate to agree) to accept, as of the Commencement Date, all of KraftACE’s (or the applicable Eligible Recipient’s) right, title and interest in and to the Acquired Assets, other than subject to certain restrictions regarding the Acquired Assets use of the same and providing access to the same set forth in the Deferred CountriesSystems Facilities Agreement. In consideration for such conveyance, Supplier IBM agrees to pay Kraft on the Commencement Date ACE the Acquired Assets Credit specified in the applicable SupplementCredit. In addition, Supplier shall be responsible for, and shall pay, or provide evidence of exemption from, all sales, use, goods and services and other similar taxes arising out of the conveyance of the Acquired Assets, excluding income taxes and franchise taxes. Kraft ACE represents and warrants to Supplier IBM that Supplier (or its Affiliates) IBM shall take good title to the Acquired Assets as of the Commencement Date, free and clear of all liens. The conveyance of the Acquired Assets shall be effected by the delivery of each Acquired Asset to the Supplier where possible or, where this is not possible, by the delivery of a xxxx of sale in substantially the form set forth in Exhibit 2. Except as otherwise expressly provided in this Section 6.86.9, Kraft ACE CONVEYS THE ACQUIRED ASSETS TO SUPPLIER IBM ON AN AS-“AS IS, WHERE-IS ,” “WHERE IS” AND WITH-ALL-FAULTS “WITH ALL FAULTS” BASIS. KRAFT ACE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY SUPPLIER TO PROVIDE THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Kraft shall convey and Supplier shall pay for ACE agrees to pass through to IBM any warranties made by third parties regarding the Acquired Assets Assets, to the extent ACE is permitted to do so by such third parties. To the extent that IBM reconveys to ACE the Acquired Assets, IBM will do so in each Deferred Country, on the same terms described in this Section 6.8.1condition that IBM received such Acquired Assets except for reasonable wear and tear. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, on the date Supplier assumes responsibility for providing Services from such countryTO THE EXTENT THAT IBM RECONVEYS TO ACE THE ACQUIRED ASSETS, THEY ARE RECONVEYED TO ACE ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, AND IBM HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH RECONVEYED ACQUIRED ASSETS, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

Acquired Assets. 6.8.1 To the extent Acquired Assets are specifically identified in a Supplement, Kraft agrees to convey (or shall cause the applicable Eligible Recipient to convey) to Supplier, and Supplier agrees (or shall cause an Affiliate to agree) to accept, as of the Commencement Date, all of Kraft’s (or the applicable Eligible Recipient’s) right, title and interest in and to the Acquired Assets, other than the Acquired Assets in the Deferred Countries. In consideration for such conveyance, Supplier agrees to pay Kraft on the Commencement Date the Acquired Assets Credit specified in the applicable Supplementthis Agreement. In addition, Supplier shall be responsible for, and shall pay, or provide evidence of exemption from, all sales, use, goods and services and other similar taxes arising out of the conveyance of the Acquired Assets, excluding income taxes and franchise taxes. Kraft represents and warrants to Supplier that Supplier (or its Affiliates) shall take good title to the Acquired Assets as of the Commencement Date, free and clear of all liens. The conveyance of the Acquired Assets shall be effected by the delivery of each Acquired Asset to the Supplier where possible or, where this is not possible, by the delivery of a xxxx of sale in substantially the form set forth in Exhibit 2. Except as otherwise expressly provided in this Section 6.8, Kraft CONVEYS THE ACQUIRED ASSETS TO SUPPLIER ON AN AS-IS, WHERE-IS AND WITH-ALL-FAULTS BASIS. KRAFT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY SUPPLIER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Kraft shall convey and Supplier shall pay for the Acquired Assets in each Deferred Country, on the same terms described in this Section 6.8.1, on the date Supplier assumes responsibility for providing Services from such country.

Acquired Assets. 6.8.1 To (a) Subject to the extent Acquired Assets are specifically identified terms and the conditions set forth in a Supplementthis Agreement and on the basis of the representations and warranties herein, Kraft the Seller agrees to, and to cause its applicable Subsidiaries to, sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to convey (or shall cause the applicable Eligible Recipient to convey) to Supplierpurchase, receive and Supplier agrees (or shall cause an Affiliate to agree) to accept, as applicable, from the Seller and such Subsidiaries all of the Commencement Date, all of KraftSeller’s (or the applicable Eligible Recipient’s) and such Subsidiaries’ right, title and interest in and to the Acquired Assetsassets and properties of every kind, other than character and description, used in or for the Acquired Assets in the Deferred Countries. In consideration for such conveyance, Supplier agrees to pay Kraft on the Commencement Date the Acquired Assets Credit specified in the applicable Supplement. In addition, Supplier shall be responsible for, and shall pay, or provide evidence of exemption from, all sales, use, goods and services and other similar taxes arising out benefit of the conveyance of the Acquired AssetsBusiness, excluding income taxes and franchise taxes. Kraft represents and warrants to Supplier that Supplier (whether tangible, intangible, real, personal or its Affiliates) shall take good title to the Acquired Assets as of the Commencement Datemixed, free and clear of all liens. The conveyance of the Acquired Assets shall be effected by the delivery of each Acquired Asset to the Supplier where possible or, where this is not possible, by the delivery of a xxxx of sale in substantially the form set forth in Exhibit 2Schedule 2.1(a) hereto (collectively referred to hereinafter as the “Assets”). Except Schedule 2.1(a) is referred to herein as otherwise expressly provided the “Asset Schedule.” Schedule 2.1(a) also identifies certain of the Assets (the “First Closing Assets”) that are to be sold, conveyed, transferred, assigned and delivered to the Buyer on the First Closing Date. The Seller has used reasonable efforts to (i) list all of the Assets on the Asset Schedule, (ii) properly identify which Assets are First Closing Assets, and to appropriately list categories or subsets of Assets required to be listed on the Disclosure Schedule in response to the representations and warranties contained in this Section 6.8Agreement. Between the First Closing and Second Closing, Kraft CONVEYS THE ACQUIRED ASSETS TO SUPPLIER ON AN AS-ISthe Parties shall cooperate to revise the Asset Schedule to add any Assets that reasonably should have been included in the Asset Schedule and revise the identification of the First Closing Assets to include all Assets that reasonably should be considered first Closing Assets, WHERE-IS AND WITH-ALL-FAULTS BASISto remove Assets that should not reasonably be considered First Closing Assets and to add any Assets to Disclosure Schedules that reasonably should have been contained in the Disclosure Schedules. KRAFT HEREBY DISCLAIMS ALL WARRANTIESProvided that the any failure to include any Assets, EXPRESS OR IMPLIEDor properly identify any First Closing Assets, WITH RESPECT TO THE ACQUIRED ASSETShas not had a Material Adverse Effect on Buyer’s ownership or operation of the First Closing Assets, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY SUPPLIER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Kraft such failures shall convey and Supplier shall pay for the Acquired Assets not be deemed a breach of this Agreement (including a breach of any representation or warranty) if such failures are corrected in each Deferred Country, on the same terms described in accordance with this Section 6.8.1, on the date Supplier assumes responsibility for providing Services from such country2.1(a).

Acquired Assets. 6.8.1 To the extent Acquired Assets are specifically identified in a Supplement, Kraft ACE agrees to convey (or shall cause the applicable Eligible Recipient to convey) to SupplierIBM, and Supplier IBM agrees (or shall cause an Affiliate to agree) to accept, as of the Commencement Date, all of Kraft’s (or the applicable Eligible Recipient’s) ACE's right, title and interest in and to the Acquired Assets, other than subject to certain restrictions regarding the Acquired Assets use of the same and providing access to the same set forth in the Deferred CountriesSystems Facilities Agreement. In consideration for such conveyance, Supplier IBM agrees to pay Kraft on the Commencement Date ACE the Acquired Assets Credit specified in the applicable SupplementCredit. In addition, Supplier shall be responsible for, and shall pay, or provide evidence of exemption from, all sales, use, goods and services and other similar taxes arising out of the conveyance of the Acquired Assets, excluding income taxes and franchise taxes. Kraft ACE represents and warrants to Supplier IBM that Supplier (or its Affiliates) IBM shall take good title to the Acquired Assets as of the Commencement Date, free and clear of all liens. The conveyance of the Acquired Assets shall be effected by the delivery of each Acquired Asset to the Supplier where possible or, where this is not possible, by the delivery of a xxxx of sale in substantially the form set forth in Exhibit 2. Except as otherwise expressly provided in this Section 6.86.9, Kraft ACE CONVEYS THE ACQUIRED ASSETS TO SUPPLIER IBM ON AN AS-"AS IS, WHERE-IS ," "WHERE ----------- IS" AND WITH-ALL-FAULTS "WITH ALL FAULTS" BASIS. KRAFT ACE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY SUPPLIER TO PROVIDE THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Kraft shall convey and Supplier shall pay for ACE agrees to pass through to IBM any warranties made by third parties regarding the Acquired Assets Assets, to the extent ACE is permitted to do so by such third parties. To the extent that IBM reconveys to ACE the Acquired Assets, IBM will do so in each Deferred Country, on the same terms described in this Section 6.8.1condition that IBM received such Acquired Assets except for reasonable wear and tear. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, on the date Supplier assumes responsibility for providing Services from such country.TO THE EXTENT THAT IBM RECONVEYS TO ACE THE ACQUIRED ASSETS, THEY ARE RECONVEYED TO ACE ON AN "AS IS," "WHERE IS" AND "WITH ALL FAULTS" BASIS, AND IBM HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH RECONVEYED ACQUIRED ASSETS, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Ace/IBM Proprietary Information 22

Acquired Assets. 6.8.1 To the extent If a Transaction Document provides for Acquired Assets are specifically identified in a SupplementAssets, Kraft Sears agrees to convey (or shall cause the applicable Eligible Recipient to convey) to SupplierCSC (either directly or through an *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. 34 entity purchase transaction mutually approved by the Parties), subject to CSC receiving any Required Consents, and Supplier CSC agrees (or shall cause an Affiliate to agree) to accept, as of the applicable Commencement Date, all of Kraft’s Sears’ (or the applicable Eligible Recipient’s) right, title and interest in and to the Acquired Assets, other than the Acquired Assets specified in the Deferred Countriesapplicable Transaction Document (or entity purchase transaction document). In consideration for such conveyance, Supplier agrees to CSC shall pay Kraft Sears on the Commencement Date the Acquired Assets Credit specified in the applicable SupplementTransaction Document (or entity purchase transaction document). In addition, Supplier CSC shall be responsible for, and shall pay, or provide evidence of exemption from, all sales, use, Equipment, Software or other goods and services and other similar taxes arising out of the conveyance of the such Acquired Assets. Subject to CSC receiving any Required Consents, excluding income taxes and franchise taxes. Kraft Sears represents and warrants to Supplier CSC that Supplier CSC (or its Affiliates) shall take good title to the such Acquired Assets as of the Commencement Date, free and clear of all liens. The conveyance of the Acquired Assets shall be effected by the delivery of each Acquired Asset to the Supplier where possible or, where this is not possible, by the delivery of a xxxx of sale in substantially the form set forth in Exhibit 2. Except as otherwise expressly provided in this Section 6.810.2 (Acquired Assets), Kraft SEARS CONVEYS THE ACQUIRED ASSETS TO SUPPLIER CSC ON AN AS-“AS IS, WHERE-IS ,” “WHERE IS” AND WITH-ALL-FAULTS “WITH ALL FAULTS” BASIS. KRAFT SEARS HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY SUPPLIER CSC TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Kraft shall convey and Supplier shall pay for the Acquired Assets in each Deferred Country, on the same terms described in this Section 6.8.1, on the date Supplier assumes responsibility for providing Services from such country.

Acquired Assets. 6.8.1 To Upon the extent Acquired Assets are specifically identified terms and subject to the conditions set forth in a Supplementthis Agreement, Kraft agrees at the Closing but subject to convey the terms of the Xxxx of Sale, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances (or shall cause other than contractual obligations arising following the effectiveness of the applicable Eligible Recipient Transfer Date under any Contract assumed by Buyer pursuant to convey) to Supplier, and Supplier agrees (or shall cause an Affiliate to agree) to accept, as of the Commencement Dateterms hereof), all of KraftSeller’s (or the applicable Eligible Recipient’s) right, title and interest in and to the Acquired Assets. “Acquired Assets” means all of the following assets, other than but excluding any Excluded Asset: (a) all of the Acquired Assets Seller’s rights to the following: (i) the Intellectual Property assets set forth on Annex 1.1(a); and (ii) Seller’s trade names, logos, service marks and trademarks and any variation or forms thereof, including the name “Passport Health Plan” (the “Seller Intellectual Property”); (b) subject to the receipt of the Required Medicaid Regulatory Approvals and consummation of the Medicaid Novation, all of Seller’s rights and interests in the Deferred Countries. In consideration for CHFS Medicaid Contract to the extent arising on or after the CHFS Medicaid Contract Transfer Date and all rights to provide services to Medicaid Enrollees in Seller’s health plans comprising the Medicaid Business and the corresponding revenues (including bonuses) payable by payors with respect to such conveyanceMedicaid Enrollees (and other individuals) to the extent such revenues (including bonuses) relate to dates of service that occur on or after the CHFS Medicaid Contract Transfer Date; (c) subject to the receipt of the Required D-SNP Regulatory Approvals and consummation of the D-SNP Novation and the terms of the New Reinsurance Agreement, Supplier agrees to pay Kraft on the Commencement Date the Acquired Assets Credit specified all of Seller’s or UHC’s rights and interests in the applicable Supplement. In addition, Supplier shall be responsible for, D-SNP Contract to the extent arising on or after the D-SNP Contract Transfer Date and shall pay, all rights to provide services to D-SNP Enrollees in Seller’s or provide evidence of exemption from, all sales, use, goods UHC’s health plans comprising the D-SNP Business and services the corresponding revenues (including bonuses) payable by payors with respect to such D-SNP Enrollees (and other similar taxes arising out of the conveyance of the Acquired Assets, excluding income taxes and franchise taxes. Kraft represents and warrants to Supplier that Supplier (or its Affiliatesindividuals) shall take good title to the Acquired Assets as extent such revenues (including bonuses) relate to dates of service that occur on or after the Commencement D-SNP Contract Transfer Date, free and clear of all liens. The conveyance of the Acquired Assets shall be effected by the delivery of each Acquired Asset to the Supplier where possible or, where this is not possible, by the delivery of a xxxx of sale in substantially the form set forth in Exhibit 2. Except as otherwise expressly provided in this Section 6.8, Kraft CONVEYS THE ACQUIRED ASSETS TO SUPPLIER ON AN AS-IS, WHERE-IS AND WITH-ALL-FAULTS BASIS. KRAFT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY SUPPLIER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Kraft shall convey and Supplier shall pay for the Acquired Assets in each Deferred Country, on the same terms described in this Section 6.8.1, on the date Supplier assumes responsibility for providing Services from such country.; -2-

Acquired Assets. 6.8.1 To The Parties recognize that, as of the extent Effective Date, Allegheny will not be conveying any Acquired Assets are specifically identified in a Supplement, Kraft agrees to Service Provider. Allegheny may later agree to convey (or shall cause the applicable Eligible Recipient to convey) to SupplierService Provider, and Supplier agrees Service Provider may later agree (or shall cause an Affiliate to agree) to accept, as of the Commencement DateDate (or such other date as agreed upon by the Parties in writing), all of KraftAllegheny’s (or the applicable Eligible Recipient’s) right, title and interest in and to the Acquired Assets, other than the Acquired Assets in the Deferred Countries. In consideration for any such conveyance, Supplier Service Provider agrees to pay Kraft Allegheny on the Commencement Date the Acquired Assets Credit specified in the applicable Supplementthis Agreement. In addition, Supplier Service Provider shall be responsible for, and shall pay, or provide evidence of exemption from, all sales, use, goods and services similar federal, state and other similar local transaction-based taxes arising out of the conveyance of the Acquired Assets, excluding excluding, income taxes and taxes, franchise taxes, and transaction-based gross receipts taxes. Kraft The Acquired Assets Credit is exclusive of all taxes. Allegheny represents and warrants to Supplier Service Provider that Supplier Service Provider (or its Affiliates) shall take good title to the Acquired Assets as of the Commencement Date, free and clear of all liens. The conveyance of the Acquired Assets shall be effected by the delivery of each Acquired Asset to the Supplier Service Provider where possible or, where this is not possible, by the delivery of a general assignment and xxxx of sale in substantially the form set forth in Exhibit 23. Except as otherwise expressly provided in this Section 6.8, Kraft Allegheny CONVEYS THE ACQUIRED ASSETS TO SUPPLIER SERVICE PROVIDER ON AN AS-“AS IS, WHERE-IS ,” “WHERE IS” AND WITH-ALL-FAULTS “WITH ALL FAULTS” BASIS. KRAFT ALLEGHENY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY SUPPLIER SERVICE PROVIDER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Kraft shall convey and Supplier shall pay for the Acquired Assets in each Deferred Country, on the same terms described in this Section 6.8.1, on the date Supplier assumes responsibility for providing Services from such country.