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 ▇▇▇▇ 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 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 ▇▇▇▇ 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 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 ▇▇▇▇ 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.

Acquired Assets. 6.8.1 To (a) Except as otherwise set forth in Section 4.4(a) of the extent Disclosure Letter, the Acquired Assets include all Assets (other than the Excluded Assets) which are specifically identified in a Supplementnecessary or required to conduct the business of the Company, Kraft agrees to convey SWV and the Specified Subsidiaries (or shall cause including the applicable Eligible Recipient to convey) to SupplierSpecified Business), as presently conducted, and Supplier agrees (or shall cause an Affiliate to agree) to accept, as in any event include substantially all of the Commencement DateAssets formerly owned by CycleLogic Corporation. No Software not included in the Acquired Assets is necessary for the use, modification or maintenance of the Acquired Software, other than Shrink-Wrap Software. The Company has good and valid title to all of Kraft’s (the Acquired Intellectual Property and all of the Acquired Software, and the Company or SWV has good and valid title to all of the applicable Eligible Recipient’s) right, title and interest in and to other Acquired Assets other than the Specified Subsidiary Acquired Assets, other than in each case free and clear of any Lien except for the Acquired Assets in the Deferred CountriesPermitted Encumbrances. In consideration for such conveyance, Supplier agrees The Specified Subsidiaries have good and valid title 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 Specified Subsidiary 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 any Lien except for the Permitted Encumbrances. At the Closing, the Company will transfer to the Specified Designee at the Closing good and valid title to all liens. The conveyance of the Acquired Assets shall be effected by Intellectual Property and all of the delivery of each Acquired Asset Software, and the Company or SWV will transfer to the Supplier where possible orSpecified Designee or the SWV Specified Transferee, where this is respectively, good and valid title to all of the other Acquired Assets other than the Specified Subsidiary Acquired Assets, in each case free and clear of all Liens except for the Permitted Encumbrances. (b) The Acquired Assets do not possibleinclude, by and neither the delivery Company nor SWV nor any of a ▇▇▇▇ the Specified Subsidiaries owns or has ever owned, any interest in real property other than as described in Section 4.4(b) of sale the Disclosure Letter. (c) Section 4.4(c) of the Disclosure Letter contains descriptions of all items of tangible personal property of every kind or description included 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 having a current net book value in each Deferred Countryexcess of $1,000. (d) All tangible assets of every kind or description owned or leased by the Company or any of its Subsidiaries are in good operating condition and repair, on the same terms described in this Section 6.8.1, on the date Supplier assumes responsibility for providing Services from such countryordinary wear and tear excepted.

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 ▇▇▇▇ 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 ▇▇▇▇ 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 assets and properties of every kind, character and description, used in or for the benefit of the Business, whether tangible, intangible, real, personal or mixed, set forth in Schedule 2.1(a) hereto (collectively referred to hereinafter as the “Assets”). Schedule 2.1(a) is referred to herein as 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 Agreement. Between the First Closing and Second Closing, the 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, to 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. Provided that the any failure to include any Assets, or properly identify any First Closing Assets, has not had a Material Adverse Effect on Buyer’s ownership or operation of the First Closing Assets, such failures shall not be deemed a breach of this Agreement (including a breach of any representation or warranty) if such failures are corrected in accordance with this Section 2.1(a). (b) Without limitation of the foregoing, the Assets shall include, in each case in respect of the Seller and its Subsidiaries (other than the Acquired Assets Excluded Subsidiaries), all the tangible property, furniture, fixtures and equipment, cash on hand at the Second Closing, Accounts Receivable (to the extent transferable under applicable Law), notes receivable (to the extent listed on the Asset Schedule), the Montalcino Note, inventory (including office supplies), tenant improvements (to the extent related to a lease which is an Assigned Contract), goodwill, software, Intellectual Property, Prepaid Items, Assigned Contracts, Assigned Personal Property Leases, the Rapport Class B Units, the DMEiq Units, the HDDL Shares, books and records (including all customer lists and all patient lists to the extent transferable under applicable Law, but excluding any patient medical records and files to the extent required to be retained by the Seller and any communications which are subject to attorney-client privilege), any Seller policies and procedures relating to the Business, telephone and email addresses, all Permits and certificates of need to the extent transferable to the Buyer, all benefits, proceeds and other amounts payable under any Seller policy of insurance to the extent (i) such amounts are payable for losses suffered or payable by Buyer or (ii) such amounts are payable with respect to an Assumed Liability or other liability included 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 calculation 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 ▇▇▇▇ 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 countryWorking Capital.

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 ▇▇▇▇ 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 and on the basis of the representations, Kraft agrees to convey (or shall cause warranties, covenants and agreements herein contained, at the applicable Eligible Recipient to convey) to SupplierClosing, Purchaser shall purchase, acquire and accept from Seller, and Supplier agrees (or Seller shall cause an Affiliate sell, transfer, assign, convey and deliver to agree) to accept, as of the Commencement DatePurchaser, all of Kraft’s (or the applicable Eligible Recipient’s) its right, title and interest in and to all of its properties, assets, rights and interests (whether tangible or intangible) of any kind, nature, character and description relating to the applicable Acquired Properties, whether real, personal or mixed, whether accrued, contingent or otherwise, which are owned, leased or otherwise held by Seller (collectively, 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 liensEncumbrances other than Permitted Encumbrances. The conveyance Acquired Assets shall include, without limitation, the following items: (a) all Accounts Receivable or portions thereof relating to the Acquired Properties that are attributable to services rendered at the Acquired Properties after the applicable Closing Date (it being understood that Seller shall retain all Accounts Receivable or portions thereof related to services rendered at the Acquired Properties up to and including the applicable Closing Date); (b) all Inventory, Equipment and Machinery located at the Acquired Properties used in connection with the provision of media services to the Acquired Properties, including all the assets listed on the Tangible Assets Schedule attached to this Agreement; (c) all Assigned Contracts and all rights thereunder to provide media services to the Acquired Properties, including all the Contracts listed on the Assigned Contracts Schedule attached to this Agreement; (d) all deposits and prepaid expenses relating to the Acquired Properties, including claims for refunds and rights of offset in respect thereof; (e) All assignable Intangible Assets used in connection with the provision of media services to the Acquired Properties, including the assets listed on the Intangible Assets Schedule attached to this Agreement, and assignments of all licenses related to Seller’s billing and provisioning systems as of the effective date of the Permanent Management Agreement (as defined below in Section 2.01(a)) and subject to vendor approval; (f) all Files and Records relating to the Acquired Properties; (g) all Licenses and Permits relating to the Acquired Properties, to the extent the same are transferable; and (h) all claims of Seller against third parties relating to the Acquired Assets, whether c▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent, including insurance claims. Notwithstanding the foregoing, (i) Purchaser shall not purchase the Acquired Assets related to any Acquired Property for which Seller receives a notice of non-renewal of the related R▇▇ Agreement prior to the Initial Closing (any such property, a “Terminated Property”), such Terminated Property shall not be considered an Acquired Property hereunder, and the Initial Purchase Price or Subsequent Purchase Price (as applicable) shall be reduced by an amount equal to $580 multiplied by the number of Subscribers included in such Terminated Property as set forth on either Exhibit B or Exhibit C, and (ii) the transfer of the Acquired Assets pursuant to this Agreement shall be effected by not include the delivery assumption of each Acquired Asset any Liability of Seller related to the Supplier where possible orAcquired Assets, where this is not possible, by the delivery of a ▇▇▇▇ of sale in substantially the form set forth in Exhibit 2. Except as otherwise unless Purchaser expressly provided in this assumes such Liability pursuant to 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 country1.03.

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 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 ▇▇▇▇ 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.