Common use of Certain Affiliate Arrangements Clause in Contracts

Certain Affiliate Arrangements. (a) All Contracts between ▇▇▇▇▇▇▇ Limited and any of its Subsidiaries (other than a Company), on the one hand, and any of the Companies, on the other hand, shall be terminated prior to Closing and all Liabilities arising thereunder and any other intercompany accounts, indebtedness, Liabilities, or obligations shall be fully discharged prior to the Adjustment Calculation Time, except for the Contracts set forth on Schedule 5.9(a) attached hereto (the “Specified Affiliate Contracts”), each of which will survive the Closing in accordance with its terms. (b) At or prior to Closing, Sellers shall cause each confidentiality and invention assignment agreement (such an agreement and any similar agreement, including an employment agreement, “Employee Invention Assignment Agreement”) between Sellers or any of their respective Affiliates, on the one hand, and any Company Employee, on the other hand, and each of the Contracts set forth on Schedule 5.9(b) (collectively, the “Assigned Contracts”) to be assigned in their entirety to Acquiror (or any Company designated by Acquiror). (c) Except for (i) any Assigned Contract and (ii) any Shared Contract in replacement of which the Companies are provided rights under the Transition Services Agreement, the parties hereto agree to cooperate and use their reasonable best efforts to effect, at Acquiror’s cost, the separation of any contract with any third party that applies to the operation of the Business as conducted as of the Closing to which any Seller or any of its Controlled Affiliates (other than the Companies) is a party (each such Contract, a “Shared Contract”), such that the Companies shall be a party to a separate agreement directly with the relevant third party(ies). From and after the date hereof through the Closing, Sellers agree to use reasonable efforts, with Acquiror responsible for any related out-of-pocket costs and expenses paid to third parties, to provide to the Companies the services set forth on Schedule 5.9(c). (d) Effective as of the Closing, ▇▇▇▇▇▇▇ Limited hereby transfers to Acquiror any and all of its and its Controlled Affiliates’ respective right, title and interest (if any) in and to all Qualifying Assets that relate primarily to the Business as conducted by the Companies, including all tangible assets (other than de minimis assets of Sellers and their Controlled Affiliates) located