Common use of Further Instruments Clause in Contracts

Further Instruments. At the request of either of the Tality Parties, and without further consideration, the Cadence Parties shall execute and deliver, and shall cause all other members of the Cadence Group to execute and deliver, to the Partnership and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties may reasonably deem necessary in order to effectively transfer, convey and assign to the Partnership and its Subsidiaries and confirm the Partnership's and its Subsidiaries' title to all of the assets and rights contemplated to be transferred to the Partnership and its Subsidiaries pursuant to this Agreement and the Ancillary Agreements to put the Partnership and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership and its Subsidiaries to exercise all rights with respect thereto (including rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties and without further consideration, the Tality Parties shall execute and deliver, and shall cause all other members of the Tality Group to execute and deliver, to Cadence and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence may reasonably deem necessary in order to have the Partnership fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries under this Agreement and the Ancillary Agreements and to relieve each member of the Cadence Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties nor the Tality Parties shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party hereto, at the request of the other party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Further Instruments. At Subject to Section 2.5, at the request of either of the Tality Parties, B&W or MII and without payment of any further consideration, the Cadence Parties shall other Party will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership requesting Party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties requesting Party may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership requesting Party and its Subsidiaries and confirm the Partnership's requesting Party’s and its Subsidiaries' ’ title to all of the assets Assets, rights and rights other things of value contemplated to be transferred to the Partnership requesting Party and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, any documents referred to therein and any Prior Transfers, to put the Partnership requesting Party and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership requesting Party and its Subsidiaries to exercise all rights with respect thereto (including rights under contracts Contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties B&W or MII and without payment of any further consideration, the Tality Parties shall other Party will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence the requesting Party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence the requesting Party may reasonably deem necessary or desirable in order to have the Partnership other Party fully and unconditionally assume and discharge the liabilities Liabilities contemplated to be assumed by the Partnership and its Subsidiaries such Party under this Agreement and Agreement, any Ancillary Agreement, any document in connection herewith or the Ancillary Agreements Prior Transfers and to relieve each member of the Cadence B&W Group or the MII Group, as applicable, of any liability Liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties MII nor the Tality Parties B&W shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' ’ fees and disbursements and recording or similar fees. Furthermore, each party heretoParty, at the request of the other partyanother Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by this Agreement and the Ancillary AgreementsPrior Transfers.

Further Instruments. At the request of either of the Tality Parties, Fiesta Restaurant Group or CRG or Carrols and without further consideration, the Cadence Parties shall other party will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership requesting party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties requesting party may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership requesting party and its Subsidiaries and confirm the Partnership's requesting party’s and its Subsidiaries' ’ title to all of the assets Assets, rights and rights other things of value contemplated to be transferred to the Partnership requesting party and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, any documents referred to therein and any Prior Transfers, to put the Partnership requesting party and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership requesting party and its Subsidiaries to exercise all rights with respect thereto (including rights under contracts Contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties Fiesta Restaurant Group or CRG or Carrols and without further consideration, the Tality Parties shall other party will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence the requesting party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence the requesting party may reasonably deem necessary or desirable in order to have the Partnership other party fully and unconditionally assume and discharge the liabilities Liabilities contemplated to be assumed by the Partnership and its Subsidiaries such party under this Agreement and Agreement, any Ancillary Agreement, any document in connection herewith or the Ancillary Agreements Prior Transfers and to relieve each member of the Cadence Fiesta Group or the CRG Group, as applicable, of any liability Liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties CRG or Carrols nor the Tality Parties Fiesta Restaurant Group shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' ’ fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyanother party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by this Agreement and the Ancillary AgreementsPrior Transfers.

Further Instruments. At Subject to Section 2.4, at the request of either of the Tality Parties, SpinCo or RemainCo and without payment of any further consideration, the Cadence Parties shall other Party will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership requesting Party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties requesting Party may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership requesting Party and its Subsidiaries and confirm the Partnership's requesting Party’s and its Subsidiaries' ’ title to all of the assets Assets, rights and rights other things of value contemplated to be transferred to the Partnership requesting Party and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, any documents referred to therein and any Prior Transfers, to put the Partnership requesting Party and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership requesting Party and its Subsidiaries to exercise all rights with respect thereto (including rights under contracts Contracts and other arrangements as to which the consent of any third party Third Party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties SpinCo or RemainCo and without payment of any further consideration, the Tality Parties shall other Party will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence the requesting Party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence the requesting Party may reasonably deem necessary or desirable in order to have the Partnership other Party fully and unconditionally assume and discharge the liabilities Liabilities contemplated to be assumed by the Partnership and its Subsidiaries such Party under this Agreement and Agreement, any Ancillary Agreement, any document in connection herewith or the Ancillary Agreements Prior Transfers and to relieve each member of the Cadence SpinCo Group or the RemainCo Group, as applicable, of any liability Liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties RemainCo nor the Tality Parties SpinCo shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' ’ fees and disbursements and recording or similar fees. Furthermore, each party heretoParty, at the request of the other partyanother Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by this Agreement and the Ancillary AgreementsPrior Transfers.

Further Instruments. At the request of either of the Tality Parties, Seahawk or Pride and without further consideration, the Cadence Parties shall other party will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership requesting party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties requesting party may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership requesting party and its Subsidiaries and confirm the Partnership's requesting party’s and its Subsidiaries' ’ title to all of the assets Assets, rights and rights other things of value contemplated to be transferred to the Partnership requesting party and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, any documents referred to therein and any Prior Transfers, to put the Partnership requesting party and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership requesting party and its Subsidiaries to exercise all rights with respect thereto (including rights under contracts Contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties Seahawk or Pride and without further consideration, the Tality Parties shall other party will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence the requesting party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence the requesting party may reasonably deem necessary or desirable in order to have the Partnership other party fully and unconditionally assume and discharge the liabilities Liabilities contemplated to be assumed by the Partnership and its Subsidiaries such party under this Agreement and Agreement, any Ancillary Agreement, any document in connection herewith or the Ancillary Agreements Prior Transfers and to relieve each member of the Cadence Seahawk Group or the Pride Group, as applicable, of any liability Liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties Pride nor the Tality Parties Seahawk shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' ’ fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyanother party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by this Agreement and the Ancillary AgreementsPrior Transfers.

Further Instruments. At Subject to Section 2.3, at the request of either of the Tality Parties, Nuvectra or Greatbatch and without payment of any further consideration, the Cadence Parties shall other Party will execute and deliver, and shall will cause all other the applicable members of the Cadence its Group to execute and deliver, to the Partnership requesting Party and the applicable members of its Subsidiaries Group such other instruments of transfer, conveyance, assignment, substitution and confirmation and to make all filings with, and to obtain all Consents of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and to take such action other actions as either of the Tality Parties requesting Party may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership requesting Party and the members of its Subsidiaries Group and confirm the Partnership's requesting Party’s and its Subsidiaries' Group members’ title to all of the assets Assets, rights and rights other things of value contemplated to be transferred to the Partnership requesting Party and the members of its Subsidiaries Group pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, any documents referred to therein and any Prior Transfers, to put the Partnership requesting Party and the applicable members of its Subsidiaries Group in actual possession and operating control thereof and to permit the Partnership requesting Party and the applicable members of its Subsidiaries Group to exercise all rights with respect thereto (including rights under contracts the Surviving Agreements and the Contracts and other arrangements as to which the consent Consent of any third party to the transfer thereof shall not have previously been obtained), free and clear of any security interest, if and to the extent it is practicable to do so. At the request of either of the Cadence Parties Nuvectra or Greatbatch and without payment of any further consideration, the Tality Parties shall other Party will execute and deliver, and shall will cause all other the applicable members of the Tality its Group to execute and deliver, to Cadence the requesting Party and the applicable members of its Subsidiaries Group all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence the requesting Party may reasonably deem necessary or desirable in order to have the Partnership other Party fully and unconditionally assume and discharge the liabilities Liabilities contemplated to be assumed by the Partnership and its Subsidiaries such Party under this Agreement and Agreement, any Ancillary Agreement, any document in connection herewith or the Ancillary Agreements Prior Transfers and to relieve each member of the Cadence Nuvectra Group or the Greatbatch Group, as applicable, of any liability Liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties Greatbatch nor the Tality Parties Nuvectra (nor any members of their respective Groups) shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' ’ fees and disbursements and recording or similar fees. Furthermore, each party heretoParty, at the request of the other partyParty, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by this Agreement and the Ancillary AgreementsPrior Transfers.

Further Instruments. At the request of either of the Tality Parties, Southern Energy and without further consideration, the Cadence Parties shall Southern will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership Southern Energy and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Southern Energy may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership Southern Energy and its Subsidiaries and confirm the PartnershipSouthern Energy's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership Southern Energy and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership Southern Energy and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership Southern Energy and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties Southern and without further consideration, the Tality Parties shall Southern Energy will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence Southern and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence Southern may reasonably deem necessary or desirable in order to have the Partnership Southern Energy fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries Southern Energy under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence Southern Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties Southern nor the Tality Parties Southern Energy shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyanother party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either any of the Tality PartiesTODCO, Transocean Holdings or Transocean and without further consideration, the Cadence Parties shall other party will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership requesting party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties requesting party may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership requesting party and its Subsidiaries and confirm the Partnershiprequesting party's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership requesting party and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, any documents referred to therein and any Prior Transfers, to put the Partnership requesting party and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership requesting party and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either any of the Cadence Parties TODCO, Transocean Holdings or Transocean and without further consideration, the Tality Parties shall other party will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence the requesting party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence the requesting party may reasonably deem necessary or desirable in order to have the Partnership other party fully and unconditionally assume and discharge the liabilities Liabilities contemplated to be assumed by the Partnership and its Subsidiaries such party under this Agreement and Agreement, any Ancillary Agreement, any document in connection herewith or the Ancillary Agreements Prior Transfers and to relieve each member of the Cadence TODCO Group or the Transocean Group, as applicable, of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties Transocean, Transocean Holdings nor the Tality Parties TODCO shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyanother party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by this Agreement and the Ancillary AgreementsPrior Transfers.

Further Instruments. At the request of either of the Tality Parties, Roxio and without further consideration, the Cadence Parties shall Adaptec will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership Roxio and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Roxio may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership Roxio and its Subsidiaries and confirm the PartnershipRoxio's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership Roxio and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership Roxio and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership Roxio and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties Adaptec and without further consideration, the Tality Parties shall Roxio will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence Adaptec and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence Adaptec may reasonably deem necessary or desirable in order to have the Partnership Roxio fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries Roxio under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence Adaptec Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties nor the Tality Parties shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party hereto, at the request of the other party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.third

Further Instruments. At the request of either of the Tality PartiesTality, and without further consideration, the Cadence Parties shall execute and deliver, and shall cause all other members of the Cadence Group to execute and deliver, to the Partnership Tality and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties may reasonably deem necessary in order to effectively transfer, convey and assign to the Partnership Tality and its Subsidiaries and confirm the PartnershipTality's and its Subsidiaries' title to all of the assets and rights contemplated to be transferred to the Partnership Tality and its Subsidiaries pursuant to this Agreement and the Ancillary Agreements to put the Partnership Tality and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership Tality and its Subsidiaries to exercise all rights with respect thereto (including rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties and without further consideration, the Tality Parties shall execute and deliver, and shall cause all other members of the Tality Group to execute and deliver, to Cadence and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence may reasonably deem necessary in order to have the Partnership Tality fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership Tality and its Subsidiaries under this Agreement and the Ancillary Agreements and to relieve each member of the Cadence Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties nor the Tality Parties shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party hereto, at the request of the other party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Further Instruments. At the request of either of the Tality PartiesCovisint, and without further consideration, the Cadence Parties shall Compuware will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership and its Subsidiaries Covisint such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Covisint may reasonably deem necessary or desirable in order to effectively transfer, convey and assign to the Partnership and its Subsidiaries Covisint and confirm the Partnership's and its Subsidiaries' Covisint’s title to all any assets, rights and other things of value used in the operation of the assets and rights contemplated Covisint Business on or prior to the Effective Date or to be transferred or licensed to the Partnership and its Subsidiaries Covisint pursuant to this Agreement and Agreement, the Ancillary Agreements Contribution Agreement, the Intercompany Agreements, or any document referred to therein, to put the Partnership and its Subsidiaries Covisint in actual possession and operating control thereof and to permit the Partnership and its Subsidiaries Covisint to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). Any such assets, rights or other things of value not reflected on the Covisint Balance Sheet (other than all assets, rights and other things of value used in the operation of the Covisint Business on or prior to the Effective Date that (i) were acquired after the date of the Covisint Balance Sheet and that would be reflected in a Covisint balance sheet as of the date of such acquisition, if such balance sheet was prepared using the same principles and accounting policies under which the Covisint Balance Sheet was prepared and (ii) should have been reflected in the Covisint Balance Sheet but are not reflected in the Covisint Balance Sheet due to mistake or unintentional omission, which assets, rights and other things of value will be transferred, conveyed and assigned to Covisint, at no charge to Covisint, in accordance with the preceding sentence) shall only be transferred against payment by Covisint to Compuware or its applicable Subsidiary of an amount equal to the book value thereof; provided, however, except as otherwise required by the Intercompany Agreements, Compuware shall not be under any obligation to transfer any assets, rights or other things of value used in the operation of the Covisint Business and not on the Covisint Balance Sheet that are also used in the operation of the Compuware Business; provided further, however, Covisint may request that Compuware consent to a license permitting Covisint to continue to use such assets, rights or other things of value in the Covisint Business after the Effective Date, which consent shall not be unreasonably withheld; and provided further that the respective rights of the Parties with respect to any assets, rights or things of value that are addressed by the Intercompany Agreements shall be as set forth in the Intercompany Agreements. At the request of either of the Cadence Parties Compuware and without further consideration, the Tality Parties shall Covisint will execute and deliver, and shall cause all other members of the Tality Group deliver to execute and deliver, to Cadence Compuware and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence Compuware may reasonably deem necessary or desirable in order to have the Partnership Covisint fully and unconditionally assume and discharge the liabilities contemplated Covisint Liabilities. Nothing in this Section 5.2 shall be deemed a conveyance or transfer of intellectual property rights, and no license under either Party’s patents or other intellectual property rights is granted or conveyed hereby. Any agreements between the Parties with respect to intellectual property rights shall be assumed governed exclusively by the Partnership and its Subsidiaries under this Intellectual Property Agreement and the Ancillary Agreements and to relieve each member of the Cadence Group of any liability or obligation with respect thereto and evidence the same to third partiesrelated intellectual property assignment agreements. Neither the Cadence Parties Except as hereinabove provided, neither Compuware nor the Tality Parties Covisint shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' ’ fees and disbursements and recording or similar fees, unless reimbursed by the other Party. Furthermore, each party heretoParty, at the request of the other partyParty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality PartiesADESA, and without further consideration, the Cadence Parties shall ALLETE will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership ADESA and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties ADESA may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to the Partnership ADESA and its Subsidiaries and confirm the PartnershipADESA's and its Subsidiaries' title to all of the assets assets, rights and rights contemplated other things of value used in the operation of the ADESA Business prior to the Effective Date or to be transferred to the Partnership ADESA and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership ADESA and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership ADESA and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties ALLETE and without further consideration, the Tality Parties shall ADESA will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence ALLETE and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence ALLETE may reasonably deem necessary or desirable in order to have the Partnership ADESA fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries ADESA under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence ALLETE Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties ALLETE nor the Tality Parties ADESA shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees, unless reimbursed by the other Party. Furthermore, each party heretoParty, at the request of the other partyParty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality Parties, Semiconductor I or Semiconductor II and without further consideration, the Cadence Parties shall C-Cube will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership and its Semiconductor I or Semiconductor II or any of their Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Semiconductor I or Semiconductor II may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to the Partnership and its Semiconductor I or Semiconductor II or any of their Subsidiaries and confirm the PartnershipSemiconductor I's, Semiconductor II's and its their Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership and its Semiconductor I or Semiconductor II or any of their Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership and its Semiconductor I or Semiconductor II or any of their Subsidiaries in actual possession and operating control thereof and to permit the Partnership and its Semiconductor I or Semiconductor II or any of their Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties C-Cube and without further consideration, the Tality Parties shall Semiconductor I and Semiconductor II will execute and deliver, and shall will cause all other members of the Tality Group their applicable Subsidiaries to execute and deliver, to Cadence C-Cube and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence C-Cube may reasonably deem necessary or desirable in order to have the Partnership Semiconductor I and Semiconductor II fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Semiconductor I, Semiconductor II or any of their Subsidiaries under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member the C-Cube or any of the Cadence Group its Subsidiaries of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties nor the Tality Parties None of C-Cube, Semiconductor I or Semiconductor II shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. If any additional fees arise for any reason, such fees shall be the responsibility of Semiconductor I. Furthermore, each party heretoparty, at the request of the other partyanother party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality PartiesPalmSource, and without further consideration, the Cadence Parties shall Palm will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership PalmSource and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties PalmSource may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership PalmSource and its Subsidiaries and confirm the Partnership's PalmSource’s and its Subsidiaries' ’ title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership PalmSource and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership PalmSource and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership PalmSource and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties Palm and without further consideration, the Tality Parties shall PalmSource will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence Palm and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence Palm may reasonably deem necessary or desirable in order to have the Partnership PalmSource fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries PalmSource under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence Palm Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties Palm nor the Tality Parties PalmSource shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' ’ fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality PartiesPalm, and without further consideration, the Cadence Parties shall 3Com will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership Palm and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Palm may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership Palm and its Subsidiaries and confirm the PartnershipPalm's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership Palm and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership Palm and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership Palm and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties 3Com and without further consideration, the Tality Parties shall Palm will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence 3Com and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence 3Com may reasonably deem necessary or desirable in order to have the Partnership Palm fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries Palm under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence 3Com Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties 3Com nor the Tality Parties Palm shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-of- pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality Parties, and without further consideration, the Cadence Parties shall execute and deliver, and shall cause all other members of the Cadence Group to execute and deliver, to the Partnership and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties may reasonably deem necessary in order to effectively transfer, convey and assign to the Partnership and its Subsidiaries and confirm the Partnership's and its Subsidiaries' title to all of the assets and rights contemplated to be transferred to the Partnership and its Subsidiaries pursuant to this Agreement and the Ancillary Agreements to put the Partnership and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership and its Subsidiaries to exercise all rights with respect thereto (including rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties and without further consideration, the Tality Parties shall execute and deliver, and shall cause all other members of the Tality Group to execute and deliver, to Cadence and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence may reasonably deem necessary in order to have the Partnership fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries under this Agreement and the Ancillary Agreements and to relieve each member of the Cadence Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties nor the Tality Parties shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party hereto, at the request of the other party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Further Instruments. At the request of either of Forest or Lone Pine following the Tality PartiesSeparation Date, and without further consideration, the Cadence Parties shall other party will execute and deliver, and shall will cause all other the applicable members of the Cadence its Group to execute and deliver, to the Partnership requesting party and the applicable members of its Subsidiaries Group such other instruments of transfer, conveyance, assignment, substitution substitution, and confirmation and take such action as either of the Tality Parties requesting party may reasonably deem necessary or desirable in order to more effectively transfer, convey convey, and assign to the Partnership requesting party and the members of its Subsidiaries Group and confirm the Partnership's requesting party’s and the members of its Subsidiaries' Group’s title to all of the assets assets, rights, and rights other items contemplated to be transferred to the Partnership requesting party and the members of its Subsidiaries Group pursuant to this Agreement Agreement, the other Separation Agreements, and the Ancillary Agreements any documents referred to therein, to put the Partnership requesting party and the members of its Subsidiaries Group in actual possession and operating control thereof and to permit the Partnership requesting party and the members of its Subsidiaries Group to exercise all rights with respect thereto (including rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of Forest or Lone Pine following the Cadence Parties Separation Date, and without further consideration, the Tality Parties shall other party will execute and deliver, and shall will cause all other the applicable members of the Tality its Group to execute and deliver, to Cadence the requesting party and the applicable members of its Subsidiaries Group all instruments, assumptions, novations, undertakings, substitutions substitutions, or other documents and take such other action as Cadence the requesting party may reasonably deem necessary or desirable in order to have the Partnership other party fully and unconditionally assume and discharge the liabilities Liabilities contemplated to be assumed by the Partnership and its Subsidiaries other party under this Agreement and the Ancillary Agreements Agreement, any Separation Agreement, or any document in connection herewith and to relieve each member of the Cadence Forest Group or the Lone Pine Group, as applicable, of any liability or obligation with respect thereto and evidence the same to third parties. Furthermore, each party, at the request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the transactions contemplated hereby. Neither the Cadence Parties requesting party nor the Tality Parties other party shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements ’ fees, and recording or similar fees. Furthermore, each party hereto, at the request of the other party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Further Instruments. At the request of either of the Tality PartiesMMI, and without further consideration, the Cadence Parties shall Millipore will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership MMI and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties MMI may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership MMI and its Subsidiaries and confirm the PartnershipMMI's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership MMI and its Subsidiaries pursuant to this Agreement and Separation Agreement, the Ancillary Agreements Agreements, and any -- 11 -- documents referred to therein, to put the Partnership MMI and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership MMI and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties Millipore and without further consideration, the Tality Parties shall MMI will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence Millipore and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence Millipore may reasonably deem necessary or desirable in order to have the Partnership MMI fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries MMI under this Separation Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence Millipore Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties Millipore nor the Tality Parties MMI shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. In addition to the specific agreements, documents, and instruments attached to this Agreement, TFS and Brillian agree to execute or cause to be executed by the appropriate parties and deliver, as appropriate, such other agreements, instruments, and other documents as may be necessary or desirable in order to effect the purposes of this Agreement and the Ancillary Agreements. At the request of either of the Tality Parties, Brillian and without further consideration, the Cadence Parties shall TFS will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership and its Subsidiaries Brillian such other instruments of transfer, conveyance, assignment, substitution substitution, and confirmation and take such action as either of the Tality Parties Brillian may reasonably deem necessary or desirable in order to more effectively transfer, convey convey, and assign to the Partnership and its Brillian or any of their Subsidiaries and confirm the PartnershipBrillian's and its Subsidiaries' title to all of the assets assets, rights, and rights other things of value contemplated to be transferred to the Partnership and its Subsidiaries Brillian pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership and its Subsidiaries Brillian in actual possession and operating control thereof thereof, and to permit the Partnership and its Subsidiaries Brillian to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties TFS and without further consideration, the Tality Parties shall Brillian will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence TFS and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions substitutions, or other documents and take such other action as Cadence TFS may reasonably deem necessary or desirable in order to have the Partnership Brillian fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries Brillian under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member TFS and any of the Cadence Group its Subsidiaries of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties nor the Tality Parties TFS shall not be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements fees, and recording or similar fees. If any additional fees arise for any reason, such fees shall be the responsibility of Brillian. Furthermore, each party heretoparty, at the request of the other partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality Parties, Agilent and without further consideration, the Cadence Parties shall HP will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership Agilent and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Agilent may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership Agilent and its Subsidiaries and confirm the PartnershipAgilent's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership Agilent and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership Agilent and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership Agilent and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties HP and without further consideration, the Tality Parties shall Agilent will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence HP and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence HP may reasonably deem necessary or desirable in order to have the Partnership Agilent fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries Agilent under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence HP Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties HP nor the Tality Parties Agilent shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-of- pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyanother party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At Subject to Section 2.5, at the request of either of the Tality Parties, SSE or CHK and without payment of any further consideration, the Cadence Parties shall other Party will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership requesting Party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and to make all filings with, and to obtain all Consents of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and to take such action other actions as either of the Tality Parties requesting Party may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership requesting Party and its Subsidiaries and confirm the Partnership's requesting Party’s and its Subsidiaries' ’ title to all of the assets Assets, rights and rights other things of value contemplated to be transferred to the Partnership requesting Party and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, any documents referred to therein and any Prior Transfers, to put the Partnership requesting Party and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership requesting Party and its Subsidiaries to exercise all rights with respect thereto (including rights under contracts Contracts and other arrangements as to which the consent Consent of any third party to the transfer thereof shall not have previously been obtained), free and clear of any security interest, if and to the extent it is practicable to do so. At the request of either of the Cadence Parties SSE or CHK and without payment of any further consideration, the Tality Parties shall other Party will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence the requesting Party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence the requesting Party may reasonably deem necessary or desirable in order to have the Partnership other Party fully and unconditionally assume and discharge the liabilities Liabilities contemplated to be assumed by the Partnership and its Subsidiaries such Party under this Agreement and Agreement, any Ancillary Agreement, any document in connection herewith or the Ancillary Agreements Prior Transfers and to relieve each member of the Cadence SSE Group or the CHK Group, as applicable, of any liability Liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties CHK nor the Tality Parties SSE (or their respective Subsidiaries) shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' ’ fees and disbursements and recording or similar fees. Furthermore, each party heretoParty, at the request of the other partyParty, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by this Agreement and the Ancillary AgreementsPrior Transfers.

Further Instruments. At Subject to Section 2.4, at the request of either of the Tality Parties, Paragon or Noble and without payment of any further consideration, the Cadence Parties shall other Party will execute and deliver, and shall will cause all other the members of the Cadence Group their applicable Groups to execute and deliver, to the Partnership requesting Party and its Subsidiaries members of the applicable Group such other instruments of transfer, conveyance, assignment, substitution and confirmation and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and take such action other actions as either of the Tality Parties requesting Party may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership requesting Party and its Subsidiaries applicable Group and confirm the Partnership's requesting Party’s and its Subsidiaries' applicable Group’s title to all of the assets and rights Assets contemplated to be transferred to the Partnership requesting Party and its Subsidiaries applicable Group pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, any documents referred to therein and any Prior Transfers, to put the Partnership requesting Party and its Subsidiaries applicable Group in actual possession and operating control thereof and to permit the Partnership requesting Party and its Subsidiaries applicable Group to exercise all rights with respect thereto (including rights under contracts Contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained), free and clear of any security interest, if and to the extent it is practicable to do so. At the request of either of the Cadence Parties Paragon or Noble and without payment of any further consideration, the Tality Parties shall other Party will execute and deliver, and shall will cause all other the members of the Tality its applicable Group to execute and deliver, to Cadence the requesting Party and its Subsidiaries applicable Group all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence the requesting Party may reasonably deem necessary or desirable in order to have the Partnership other Party fully and unconditionally assume and discharge the liabilities Liabilities contemplated to be assumed by the Partnership and its Subsidiaries such Party under this Agreement and Agreement, any Ancillary Agreement, any document in connection herewith or the Ancillary Agreements Prior Transfers and to relieve each member of the Cadence Paragon Group or the Noble Group, as applicable, of any liability Liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties Noble nor the Tality Parties Paragon (or their respective Groups) shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' ’ fees and disbursements and recording or similar fees. Furthermore, each party heretoParty, at the request of the any other partyParty, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by this Agreement and the Ancillary AgreementsPrior Transfers.

Further Instruments. The parties intend to separate the KBR Business from the Halliburton Business hereby, and to convey, assign or otherwise transfer to the KBR Group the assets, rights and other items relating to the KBR Business, and to convey, assign or otherwise transfer to the Halliburton Group the assets, rights and other items relating to the Halliburton Business. At the request of either of Halliburton or KBR following the Tality PartiesSeparation Date, and without further consideration, the Cadence Parties shall other party will execute and deliver, and shall will cause all other the applicable members of the Cadence its Group to execute and deliver, to the Partnership requesting party and the applicable members of its Subsidiaries Group such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties requesting party may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership requesting party and the members of its Subsidiaries Group and confirm the Partnership's requesting party’s and the members of its Subsidiaries' Group’s title to all of the assets assets, rights and rights other items contemplated to be transferred to the Partnership requesting party and the members of its Subsidiaries Group pursuant to a Prior Transfer Agreement, this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership requesting party and the members of its Subsidiaries Group in actual possession and operating control thereof and to permit the Partnership requesting party and the members of its Subsidiaries Group to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of Halliburton or KBR following the Cadence Parties Separation Date, and without further consideration, the Tality Parties shall other party will execute and deliver, and shall will cause all other the applicable members of the Tality its Group to execute and deliver, to Cadence the requesting party and the applicable members of its Subsidiaries Group all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence the requesting party may reasonably deem necessary or desirable in order to have the Partnership other party fully and unconditionally assume and discharge the liabilities Liabilities contemplated to be assumed by the Partnership and its Subsidiaries other party under a Prior Transfer Agreement, this Agreement, any Ancillary Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence Halliburton Group or the KBR Group, as applicable, of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties requesting party nor the Tality Parties other party shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' ’ fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyanother party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality PartiesDSW, and without further consideration, the Cadence Parties shall Retail Ventures will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership and its Subsidiaries DSW such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties DSW may reasonably deem necessary or desirable in order to effectively transfer, convey and assign to the Partnership and its Subsidiaries DSW and confirm the PartnershipDSW's and its Subsidiaries' title to all any assets, rights and other things of value used in the operation of the assets and rights contemplated DSW Business prior to the IPO Date or to be transferred to the Partnership and its Subsidiaries DSW pursuant to this Agreement and Agreement, the Ancillary Inter-Company Agreements or any document referred to therein, to put the Partnership and its Subsidiaries DSW in actual possession and operating control thereof and to permit the Partnership and its Subsidiaries DSW to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained); provided, however, that any such assets, rights or other things of value not reflected on the DSW Balance Sheet shall only be transferred against payment by DSW to Retail Ventures or its applicable Subsidiary of an amount equal to the book value thereof. At the request of either of the Cadence Parties Retail Ventures and without further consideration, the Tality Parties shall DSW will execute and deliver, and shall cause all other members of the Tality Group deliver to execute and deliver, to Cadence Retail Ventures and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence Retail Ventures may reasonably deem necessary or desirable in order to have the Partnership DSW fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries under this Agreement and the Ancillary Agreements and to relieve each member of the Cadence Group of any liability or obligation with respect thereto and evidence the same to third partiesDSW Liabilities. Neither the Cadence Parties Except as hereinabove provided, neither Retail Ventures nor the Tality Parties DSW shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees, unless reimbursed by the other Party. Furthermore, each party heretoParty, at the request of the other partyParty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality Parties, Resources and without further consideration, the Cadence Parties shall REI will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership Resources and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Resources may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership Resources and its Subsidiaries and confirm the Partnership's Resources' and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership Resources and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership Resources and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership Resources and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties REI and without further consideration, the Tality Parties shall Resources will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence REI and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence REI may reasonably deem necessary or desirable in order to have the Partnership Resources fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries Resources under this Agreement, any Ancillary Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence REI Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties REI nor the Tality Parties Resources shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyanother party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality PartiesLuminent, and without further consideration, the Cadence Parties shall MRV will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership Luminent and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Luminent may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to the Partnership Luminent and its Subsidiaries and confirm the PartnershipLuminent's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership Luminent and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership Luminent and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership Luminent and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties MRV and without further consideration, the Tality Parties shall Luminent will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence MRV and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence MRV may reasonably deem necessary or desirable in order to have the Partnership Luminent fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries Luminent under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence MRV Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties MRV nor the Tality Parties Luminent shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-of- pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality Parties, SPINCO and without further consideration, the Cadence Parties shall PARENT will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership SPINCO and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties SPINCO may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership SPINCO and its Subsidiaries and confirm the PartnershipSPINCO's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership SPINCO and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership SPINCO and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership SPINCO and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties PARENT and without further consideration, the Tality Parties shall SPINCO will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence PARENT and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence PARENT may reasonably deem necessary or desirable in order to have the Partnership SPINCO fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries SPINCO under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence PARENT Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties PARENT nor the Tality Parties SPINCO shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyanother party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality PartiesDSW, and without further consideration, the Cadence Parties shall Retail Ventures will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership and its Subsidiaries DSW such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties DSW may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to the Partnership and its Subsidiaries DSW and confirm the PartnershipDSW's and its Subsidiaries' title to all of the assets assets, rights and rights contemplated other things of value used in the operation of the DSW Business prior to the IPO Date or to be transferred to the Partnership and its Subsidiaries DSW pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership and its Subsidiaries DSW in actual possession and operating control thereof and to permit the Partnership and its Subsidiaries DSW to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties Retail Ventures and without further consideration, the Tality Parties shall DSW will execute and deliver, and shall cause all other members of the Tality Group deliver to execute and deliver, to Cadence Retail Ventures and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence Retail Ventures may reasonably deem necessary or desirable in order to have the Partnership DSW fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries DSW under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence Retail Ventures Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties Retail Ventures nor the Tality Parties DSW shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees, unless reimbursed by the other Party. Furthermore, each party heretoParty, at the request of the other partyParty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality Parties, Spinco and without further consideration, the Cadence Parties shall Company will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership Spinco and its Subsidiaries such other all instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Spinco may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership Spinco and its Subsidiaries and confirm the PartnershipSpinco's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership Spinco and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership Spinco and its Subsidiaries in actual possession and operating control thereof and thereof, to permit the Partnership Spinco and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained)) and to complete the transactions contemplated hereby. At the request of either of the Cadence Parties Company and without further consideration, the Tality Parties shall Spinco and its Subsidiaries will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence Company and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence Company may reasonably deem necessary or desirable in order to have the Partnership Spinco and its Subsidiaries fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership Spinco and its Subsidiaries under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member the Company and any of the Cadence Group its Affiliated Companies or Subsidiaries of any liability or obligation with respect thereto and thereto, to evidence the same to third partiesparties and to effect completely the transactions contemplated hereby. Neither the Cadence Parties Company nor the Tality Parties Spinco shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party hereto, at the request of the other party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Further Instruments. At the request of either of the Tality Parties, and without Without further consideration, the Cadence Parties shall Seller will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership and its Subsidiaries Buyer such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Buyer may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership and its Subsidiaries Buyer and confirm the PartnershipBuyer's and its Subsidiaries' title to all of the assets Seller Assets, rights and rights other things of value contemplated to be transferred to the Partnership and its Subsidiaries Buyer pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership and its Subsidiaries Buyer in actual possession and operating control thereof and to permit the Partnership and its Subsidiaries Buyer to exercise all rights with respect thereto (including including, without limitation, rights under contracts Contracts and other arrangements as to which the consent Consent of any third party to the transfer thereof shall has not have previously yet been obtained). At the request of either of the Cadence Parties Seller and without further consideration, the Tality Parties shall Buyer will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence Seller and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence Seller may reasonably deem necessary or desirable in order to have the Partnership Buyer fully and unconditionally assume and discharge the liabilities Seller Liabilities contemplated to be assumed by the Partnership and its Subsidiaries Buyer under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence Group Seller and its affiliates of any liability Seller Liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties Seller nor the Tality Parties Buyer shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party hereto, at the request of the other partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality PartiesInsession, and without further consideration, the Cadence Parties shall TSAI will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership Insession and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Insession may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership Insession and its Subsidiaries and confirm the PartnershipInsession's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership Insession and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership Insession and its Subsidiaries in actual possession and operating control thereof of the assets relating to the Insession Business and to permit the Partnership Insession and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties TSAI and without further consideration, the Tality Parties shall Insession will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence TSAI and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence TSAI may reasonably deem necessary or desirable in order to have the Partnership Insession fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries Insession under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence TSAI Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties TSAI nor the Tality Parties Insession shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoParty, at the request of the other partyParty, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement.

Further Instruments. At the request of either of the Tality PartiesNPT, and without further consideration, the Cadence Parties shall STI, STC and SBV will execute and deliver, and shall will cause all other members of the Cadence Group their respective applicable Affiliates to execute and deliver, to the Partnership NPT and its applicable Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties NPT may reasonably deem necessary in order or desirable to effectively transfer, convey and assign to the Partnership NPT and its Subsidiaries and confirm the PartnershipNPT's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership NPT and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements and any documents referred to therein, to put the Partnership NPT and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership NPT and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties STI, STC or SBV and without further consideration, the Tality Parties shall NPT will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence Schlumberger and its Subsidiaries applicable Affiliates all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence STI or SBV may reasonably deem necessary or desirable in order to have the Partnership NPT fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries NPT under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence Schlumberger Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties STI, STC, SBV nor the Tality Parties NPT shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality PartiesOptical Access, and without further consideration, the Cadence Parties shall MRV will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership Optical Access and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Optical Access may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to the Partnership Optical Access and its Subsidiaries and confirm the Partnership's Optical Access' and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership Optical Access and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership Optical Access and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership Optical Access and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties MRV and without further consideration, the Tality Parties shall Optical Access will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence MRV and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence MRV may reasonably deem necessary or desirable in order to have the Partnership Optical Access fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries Optical Access under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence MRV Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties MRV nor the Tality Parties Optical Access shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality PartiesPalm, and without further consideration, the Cadence Parties shall 3Com will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership Palm and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Palm may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership Palm and its Subsidiaries and confirm the PartnershipPalm's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership Palm and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership Palm and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership Palm and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties 3Com and without further consideration, the Tality Parties shall Palm will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence 3Com and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence 3Com may reasonably deem necessary or desirable in order to have the Partnership Palm fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries Palm under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence 3Com Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties 3Com nor the Tality Parties Palm shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality PartiesCoach, and without further consideration, the Cadence Parties shall Xxxx Xxx will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership Coach and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Coach may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to the Partnership Coach and its Subsidiaries and confirm the PartnershipCoach's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership Coach and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership Coach and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership Coach and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties Xxxx Xxx and without further consideration, the Tality Parties shall Coach will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence Xxxx Xxx and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence Xxxx Xxx may reasonably deem necessary or desirable in order to have the Partnership Coach fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries Coach under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence Xxxx Xxx Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties Xxxx Xxx nor the Tality Parties Coach shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees, unless reimbursed by the other party. Furthermore, each party heretoparty, at the request of the other partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of Parent or Enova following the Tality PartiesEffective Date, and without further consideration, the Cadence Parties shall other party will execute and deliver, and shall will cause all other the applicable members of the Cadence its Group to execute and deliver, to the Partnership requesting party and the applicable members of its Subsidiaries Group such other instruments of transfer, conveyance, assignment, substitution substitution, and confirmation and take such action as either of the Tality Parties requesting party may reasonably deem necessary in order to more effectively transfer, convey convey, and assign to the Partnership requesting party and the members of its Subsidiaries Group and confirm the Partnership's requesting party’s and the members of its Subsidiaries' Group’s title to all of the assets assets, rights, and rights other items contemplated to be transferred to the Partnership requesting party and the members of its Subsidiaries Group pursuant to and in connection with the Separation, this Agreement Agreement, the other Transaction Agreements, and the Ancillary Agreements any documents referred to therein, to put the Partnership requesting party and the members of its Subsidiaries Group in actual possession and operating control thereof and to permit the Partnership requesting party and the members of its Subsidiaries Group to exercise all rights with respect thereto (including rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtainedobtained to the extent such consent is reasonably necessary). At the request of either of Parent or Enova following the Cadence Parties Effective Date, and without further consideration, the Tality Parties shall other party will execute and deliver, and shall will cause all other the applicable members of the Tality its Group to execute and deliver, to Cadence the requesting party and the applicable members of its Subsidiaries Group all instruments, assumptions, novations, undertakings, substitutions substitutions, or other documents and take such other action as Cadence the requesting party may reasonably deem necessary in order to have the Partnership other party fully and unconditionally assume and discharge the liabilities Liabilities contemplated to be assumed by the Partnership and its Subsidiaries other party under this Agreement and the Ancillary Agreements Agreement, any Transaction Agreement, or any document in connection herewith and to relieve each member of the Cadence Parent Group or the Enova Group, as applicable, of any liability or obligation with respect thereto and evidence the same to third parties. Furthermore, each party, at the request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary for the consummation of the Separation, the IPO and the other transactions contemplated hereby. Neither the Cadence Parties requesting party nor the Tality Parties other party shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, reasonable attorneys' fees and disbursements ’ fees, and recording or similar fees. Furthermore, each party hereto, at the request of the other party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Further Instruments. At the request of either of the Tality Parties, Agilent and without further consideration, the Cadence Parties shall HP will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership Agilent and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Agilent may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership Agilent and its Subsidiaries and confirm the PartnershipAgilent's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership Agilent and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership Agilent and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership Agilent and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties HP and without further consideration, the Tality Parties shall Agilent will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence HP and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence HP may reasonably deem necessary or desirable in order to have the Partnership Agilent fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries Agilent under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence HP Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties HP nor the Tality Parties Agilent shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyanother party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality PartiesCESI, and without further consideration, the Cadence Parties shall Catalytica will execute and deliver, and shall will cause all other members of the Cadence Group its Subsidiaries to execute and deliver, to the Partnership and its Subsidiaries CESI such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties CESI may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership CESI and its Subsidiaries and confirm the PartnershipCESI's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership and its Subsidiaries CESI pursuant to this Agreement and Agreement, the Ancillary Agreements and any documents referred to therein, to put the Partnership and its Subsidiaries CESI in actual possession and operating control thereof and to permit the Partnership and its Subsidiaries CESI to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties Catalytica and without further consideration, the Tality Parties shall CESI will execute and deliver, and shall cause all other members of the Tality Group deliver to execute and deliver, to Cadence Catalytica and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence Catalytica may reasonably deem necessary or desirable in order to have the Partnership CESI fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries CESI under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence Catalytica Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties Catalytica nor the Tality Parties CESI shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-of- pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. The parties intend to separate the KBR Business from the Halliburton Business hereby, and to convey, assign or otherwise transfer to the KBR Group the assets, rights and other items relating to the KBR Business, and to convey, assign or otherwise transfer to the Halliburton Group the assets, rights and other items relating to the Halliburton Business. At the request of either of Halliburton or KBR following the Tality PartiesSeparation Date, and without further consideration, the Cadence Parties shall other party will execute and deliver, and shall will cause all other the applicable members of the Cadence its Group to execute and deliver, to the Partnership requesting party and the applicable members of its Subsidiaries Group such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties requesting party may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership requesting party and the members of its Subsidiaries Group and confirm the Partnership's requesting party’s and the members of its Subsidiaries' Group’s title to all of the assets assets, rights and rights other items contemplated to be transferred to the Partnership requesting party and the members of its Subsidiaries Group pursuant to a Prior Transfer, this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership requesting party and the members of its Subsidiaries Group in actual possession and operating control thereof and to permit the Partnership requesting party and the members of its Subsidiaries Group to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of Halliburton or KBR following the Cadence Parties Separation Date, and without further consideration, the Tality Parties shall other party will execute and deliver, and shall will cause all other the applicable members of the Tality its Group to execute and deliver, to Cadence the requesting party and the applicable members of its Subsidiaries Group all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence the requesting party may reasonably deem necessary or desirable in order to have the Partnership other party fully and unconditionally assume and discharge the liabilities Liabilities contemplated to be assumed by the Partnership and its Subsidiaries other party under a Prior Transfer, this Agreement, any Ancillary Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence Halliburton Group or the KBR Group, as applicable, of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties requesting party nor the Tality Parties other party shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' ’ fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyanother party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of the Tality PartiesMercFuel, and without further consideration, the Cadence Parties shall MAG will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership MercFuel and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties MercFuel may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to the Partnership MercFuel and its Subsidiaries and confirm the PartnershipMercFuel's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value transferred pursuant to the Separation or contemplated to be transferred to the Partnership MercFuel and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership MercFuel and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership MercFuel and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties MAG and without further consideration, the Tality Parties shall MercFuel will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence MAG and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence MAG may reasonably deem necessary or desirable in order to have the Partnership MercFuel fully and unconditionally assume and discharge the liabilities assumed or contemplated to be assumed by the Partnership and its Subsidiaries MercFuel under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence MAG Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties MAG nor the Tality Parties MercFuel shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-of- pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of Forest or Lone Pine following the Tality PartiesSeparation Date, and without further consideration, the Cadence Parties shall other party will execute and deliver, and shall will cause all other the applicable members of the Cadence its Group to execute and deliver, to the Partnership requesting party and the applicable members of its Subsidiaries Group such other instruments of transfer, conveyance, assignment, substitution substitution, and confirmation and take such action as either of the Tality Parties requesting party may reasonably deem necessary or desirable in order to more effectively transfer, convey convey, and assign to the Partnership requesting party and the members of its Subsidiaries Group and confirm the Partnership's requesting party’s and the members of its Subsidiaries' Group’s title to all of the assets assets, rights, and rights other items contemplated to be transferred to the Partnership requesting party and the members of its Subsidiaries Group pursuant to this Agreement Agreement, the Separation Agreements, and the Ancillary Agreements any documents referred to therein, to put the Partnership requesting party and the members of its Subsidiaries Group in actual possession and operating control thereof and to permit the Partnership requesting party and the members of its Subsidiaries Group to exercise all rights with respect thereto (including rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of Forest or Lone Pine following the Cadence Parties Separation Date, and without further consideration, the Tality Parties shall other party will execute and deliver, and shall will cause all other the applicable members of the Tality its Group to execute and deliver, to Cadence the requesting party and the applicable members of its Subsidiaries Group all instruments, assumptions, novations, undertakings, substitutions substitutions, or other documents and take such other action as Cadence the requesting party may reasonably deem necessary or desirable in order to have the Partnership other party fully and unconditionally assume and discharge the liabilities Liabilities contemplated to be assumed by the Partnership and its Subsidiaries other party under this Agreement and the Ancillary Agreements Agreement, any Separation Agreement, or any document in connection herewith and to relieve each member of the Cadence Forest Group or the Lone Pine Group, as applicable, of any liability or obligation with respect thereto and evidence the same to third parties. Furthermore, each party, at the request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the transactions contemplated hereby. Neither the Cadence Parties requesting party nor the Tality Parties other party shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements ’ fees, and recording or similar fees. Furthermore, each party hereto, at the request of the other party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Further Instruments. At the request of either of the Tality PartiesCESI, and without further consideration, the Cadence Parties shall Catalytica will execute and deliver, and shall will cause all other members of the Cadence Group its Subsidiaries to execute and deliver, to the Partnership and its Subsidiaries CESI such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties CESI may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership CESI and its Subsidiaries and confirm the PartnershipCESI's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership and its Subsidiaries CESI pursuant to this Agreement and Agreement, the Ancillary Agreements and any documents referred to therein, to put the Partnership and its Subsidiaries CESI in actual possession and operating control thereof and to permit the Partnership and its Subsidiaries CESI to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties Catalytica and without further consideration, the Tality Parties shall CESI will execute and deliver, and shall cause all other members of the Tality Group deliver to execute and deliver, to Cadence Catalytica and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence Catalytica may reasonably deem necessary or desirable in order to have the Partnership CESI fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries CESI under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence Catalytica Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties nor the Tality Parties shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby. Neither Catalytica nor CESI shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of- pocket expenses, attorneys' fees and recording or similar fees which shall be reimbursed by this Agreement and the Ancillary Agreementsrequesting party upon receipt of an invoice therefore.

Further Instruments. At the request of either of the Tality Parties, Roxio and without further consideration, the Cadence Parties shall Adaptec will execute and deliver, and shall will cause all other members of the Cadence Group its applicable Subsidiaries to execute and deliver, to the Partnership Roxio and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the Tality Parties Roxio may reasonably deem necessary or desirable in order more effectively to effectively transfer, convey and assign to the Partnership Roxio and its Subsidiaries and confirm the PartnershipRoxio's and its Subsidiaries' title to all of the assets assets, rights and rights other things of value contemplated to be transferred to the Partnership Roxio and its Subsidiaries pursuant to this Agreement and Agreement, the Ancillary Agreements Agreements, and any documents referred to therein, to put the Partnership Roxio and its Subsidiaries in actual possession and operating control thereof and to permit the Partnership Roxio and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of either of the Cadence Parties Adaptec and without further consideration, the Tality Parties shall Roxio will execute and deliver, and shall will cause all other members of the Tality Group its applicable Subsidiaries to execute and deliver, to Cadence Adaptec and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Cadence Adaptec may reasonably deem necessary or desirable in order to have the Partnership Roxio fully and unconditionally assume and discharge the liabilities contemplated to be assumed by the Partnership and its Subsidiaries Roxio under this Agreement and the Ancillary Agreements or any document in connection herewith and to relieve each member of the Cadence Adaptec Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither the Cadence Parties Adaptec nor the Tality Parties Roxio shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements and recording or similar fees. Furthermore, each party heretoparty, at the request of the other partyanother party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementshereby.

Further Instruments. At the request of either of Parent or Enova following the Tality PartiesEffective Date, and without further consideration, the Cadence Parties shall other party will execute and deliver, and shall will cause all other the applicable members of the Cadence its Group to execute and deliver, to the Partnership requesting party and the applicable members of its Subsidiaries Group such other instruments of transfer, conveyance, assignment, substitution substitution, and confirmation and take such action as either of the Tality Parties requesting party may reasonably deem necessary or desirable in order to more effectively transfer, convey convey, and assign to the Partnership requesting party and the members of its Subsidiaries Group and confirm the Partnership's requesting party’s and the members of its Subsidiaries' Group’s title to all of the assets assets, rights, and rights other items contemplated to be transferred to the Partnership requesting party and the members of its Subsidiaries Group pursuant to and in connection with the Separation, this Agreement Agreement, the other Transaction Agreements, and the Ancillary Agreements any documents referred to therein, to put the Partnership requesting party and the members of its Subsidiaries Group in actual possession and operating control thereof and to permit the Partnership requesting party and the members of its Subsidiaries Group to exercise all rights with respect thereto (including rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtainedobtained to the extent such consent is reasonably necessary). At the request of either of Parent or Enova following the Cadence Parties Effective Date, and without further consideration, the Tality Parties shall other party will execute and deliver, and shall will cause all other the applicable members of the Tality its Group to execute and deliver, to Cadence the requesting party and the applicable members of its Subsidiaries Group all instruments, assumptions, novations, undertakings, substitutions substitutions, or other documents and take such other action as Cadence the requesting party may reasonably deem necessary or desirable in order to have the Partnership other party fully and unconditionally assume and discharge the liabilities Liabilities contemplated to be assumed by the Partnership and its Subsidiaries other party under this Agreement and the Ancillary Agreements Agreement, any Transaction Agreement, or any document in connection herewith and to relieve each member of the Cadence Parent Group or the Enova Group, as applicable, of any liability or obligation with respect thereto and evidence the same to third parties. Furthermore, each party, at the request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the Separation, the IPO and the other transactions contemplated hereby. Neither the Cadence Parties requesting party nor the Tality Parties other party shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and disbursements ’ fees, and recording or similar fees. Furthermore, each party hereto, at the request of the other party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.