Common use of Transition Matters Clause in Contracts

Transition Matters. (a) Prior to the Closing, each party shall use its commercially reasonable efforts to negotiate in good faith the schedules to, and Provider Fees provided for in, the Transition Services Agreement in accordance with the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control from and after the Closing, subject to amendment in accordance with the terms of the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes with respect to the Transition Services Agreement prior to the Closing, such disputes shall not affect the obligations of the Parties to effect the Closing and shall be resolved in accordance with the terms of the Transition Services Agreement. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall ▇▇▇▇ such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise ▇▇▇▇ such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.

Transition Matters. (a) Prior to the Closing, each party the Company shall use its commercially reasonable best efforts to negotiate in good faith the schedules to, and Provider Fees provided for in, the Transition Services Agreement in accordance with the terms thereof. To the extent ensure that the Parties any individuals who are unable expected to reach such agreement, the applicable provisions cease to be directors or officers of the Transition Services Agreement shall control Acquired Corporations from and after the ClosingClosing will not, subject to amendment in accordance with the terms of the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes with respect to the Transition Services Agreement prior to after the Closing, such disputes shall not affect retain in hard copy or electronic form or on any personal computer, any information, files, records, or documents relating to the obligations business of the Parties to effect Acquired Corporations except for copies of any Contract between such person and an Acquired Corporation and any information, files, records or documents related thereto or as required by Legal Requirements or Litigation Hold Instructions. If Legal Requirements or Litigation Hold Instructions require the Closing preservation of documents by the Company and shall be resolved its directors and officers in accordance connection with the terms pending or threatened Legal Proceedings against any of the Transition Services AgreementAcquired Corporations as of the Effective Time, the Company shall use reasonable best efforts to ensure that all individuals who are subject to such document preservation requirements to continue to comply with such Legal Requirements and Litigation Hold Instructions in respect of such Legal Proceedings from and after the Effective Time. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none Reasonably in advance of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the ClosingEffective Time, the Company shall reasonably cooperate with Parent to provide for an orderly transition from and after the Subsidiaries may continue to operate Effective Time such that, as of the Systems using the Names, including Effective Time and thereafter: (i) use all physical property and intangible assets of the phrase “Optimum is now Charter,” Acquired Corporations in the possession of the Acquired Corporations or under control of the Acquired Corporations, including, but not limited to, keys, files, records, contacts, documents (and any copies thereof), mobile phones, tablets or similar electronic devices, lab notebooks (virtual and physical) and all other materials and equipment have been made available to representatives of Parent (including Continuing Employees and Transition Employees reasonably acceptable to Parent) as of the Effective Time and thereafter, (ii) use physical possession of any Name affixed all physical Company IT Assets, and access to vehiclesand control of all intangible Company IT Assets, signage or other equipment which are used by any including without limitation all login ids, passwords, account numbers, keys, and all information required for access, have been made available to representatives of them in Business Parent (including Continuing Employees and Transition Employees reasonably acceptable to Parent) as of the Closing DateEffective Time and thereafter, (iii) use of any printed purchase orders or salesall books, maintenance or license agreements that bear a Name records, data, information, and communications (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing including emails and texts), resident on the Closing Date have been exhaustedCompany IT Assets in the operation of the business of the Acquired Corporations continue to reside on such Company IT Assets intact, unfiltered, and unredacted in the format available prior to the Effective Time in the operation of the business, and (iv) use access to all such books, records, data, information, and communications (including emails and texts), including without limitation all information not disclosed to Parent pursuant to Section 5.1, has been made available to representatives of any printed billing statements that bear a Name Parent (such billing statements including Continuing Employees and purchase orders and sales, maintenance and license agreements are collectively referred Transition Employees reasonably acceptable to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”Parent) which are used by the Company or any Subsidiary in the Business as of the Closing Date Effective Time and thereafter. (c) The Company shall prior to the Effective Time cooperate with Parent to identify potential Continuing Employees and Transition Employees who include competent personnel sufficient to assist Parent in the operation and transfer of the Company IT Assets and the Subsidiaries shall have the right to use such Promotional Materials only: accessing all books, records, data, information, and communications (iincluding emails and texts) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist resident on the Closing DateCompany IT Assets. (d) The Company shall, (iii) prior to the extent that Effective Time, cooperate with Parent on language to be included in any separation agreement with a Non-Continuing Employee regarding the return of all property of the Company or Subsidiary using in such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall ▇▇▇▇ such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise ▇▇▇▇ such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticableemployee’s possession.

Transition Matters. Without limiting the generality of Sections 8.02(a) and 8.02(b), following the execution of this Agreement and until the Closing Date (a) Prior to the Closingor earlier termination of this Agreement), each party Sellers shall use its commercially reasonable efforts to negotiate cooperate with Purchaser and its Representatives in good faith its development of Purchaser’s operational transition plan with regard CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. to the schedules to, Company and Provider Fees provided for in, the Transition Services Agreement in accordance with Company Assets (including the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control Project) and implementation thereof from and after the ClosingClosing Date. Such commercially reasonable efforts of Sellers shall consist solely of (i) causing the Company to provide access to and right to inspect the Project and the Owned Real Property as Purchaser may reasonably request, subject (ii) furnishing, and causing the Company to amendment in accordance with furnish access to such Representatives of Sellers and the terms of Company as Purchaser may reasonably request and (iii) furnishing, and causing the Transition Services Agreement. The Parties acknowledge Company to furnish, such financial and agree that if there are any disputes operating data and information with respect to the Transition Services Agreement prior to the ClosingCompany as Purchaser may reasonably request, such disputes shall not affect the obligations in each case of the Parties to effect the Closing and shall be resolved in accordance with the terms of the Transition Services Agreement. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including clauses (i) use through (iii) solely to the extent reasonably related to Purchaser’s development of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of its operational transition plan and implementation thereof from and after the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding any such investigation shall be subject to any applicable confidentiality restrictions thereto or hereunder, and shall be conducted during ordinary business hours upon reasonable advance notice to Sellers, under supervision of Sellers’ or the Company’s personnel and in a manner so as not to interfere with the normal operations of the Company, including compliance with safety and OSHA rules and other rules of conduct imposed by the Company, its Affiliates or the operator of the Project, and Purchaser shall have no right hereunder to perform invasive or subsurface investigation of the Owned Real Property. Notwithstanding the foregoing or anything to the contrary in this Agreement, none of Sellers or the Company (or any of their respective Representatives) shall be required to disclose any information or provide such access to Purchaser if such disclosure or access would, in the Sellers’ sole discretion, (A) be repetitive or duplicative of information and access previously provided, (B) involve disclosure of bids, letters of intent, expressions of interest or other proposals received from third parties with respect to any advertisingthe Transferred Interests or the Project, marketingor the output of the Project, packagingin connection with the transactions contemplated by this Agreement or otherwise, displays, merchandise or of analyses or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right information relating to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materialscommunications, (iiC) in the exact form as such Promotional Materials exist on the Closing Date, (iii) cause significant competitive harm to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall ▇▇▇▇ such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise ▇▇▇▇ such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or FormsSellers, the Company and their respective businesses if the Subsidiaries shall cease to use transactions contemplated by this Agreement are not consummated, (D) jeopardize any such Promotional Materials attorney-client or Forms. With respect other privilege or (E) contravene any Applicable Law, any fiduciary duty or any agreement binding on Sellers or the Company entered into prior to the other uses date of this Agreement. Without regard to Article XII, Purchaser shall indemnify, defend, reimburse and hold harmless each of Sellers and their Representatives from and against any and all Losses incurred or sustained by, or imposed upon or against, any of them relating to, resulting from or arising out of the Names permitted aboveaccess provided to Purchaser or its Representatives pursuant to this Section 8.02(c), including any penalties or other Losses as a result of non-compliance of safety rules and other applicable rules of conduct by Purchaser or its Representatives. All requests for access and information by Purchaser pursuant to this Section 8.02(c) shall be submitted or directed exclusively to PurEnergy, LLC (attention: ▇▇▇ ▇▇▇▇▇▇) or to such other entities or individuals as Sellers may designate in writing from time to time. The Parties understand and agree that the access and information to be requested by Purchaser pursuant this Section 8.02(c) after the date of this Agreement shall be limited but will increase in frequency and in detail from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory date that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting 60 days prior to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Selleranticipated Closing Date. For the avoidance of doubt, the execution and delivery neither Purchaser’s development or implementation of any such trademark license its operational transition plan shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticableClosing.

Transition Matters. (a) Prior Buyer and Seller confirm and agree that certain services provided by 3M and its affiliates to the ClosingCompany as of the date hereof, each party shall use its commercially reasonable efforts to negotiate in good faith the schedules including, but not limited to, certain services relating to human resources/payroll, tax, travel reimbursement, insurance coverage, insurance claims administration, legal, financial reporting, environmental, engineering services, property accounting, information technologies (including computer services and Provider Fees provided for indata processing) and employee information systems, the Transition Services Agreement in accordance with the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions shall be terminated as of the Transition Services Agreement shall control from and after the ClosingClosing Date, subject to amendment in accordance with the terms of the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes transition agreement with respect to one or more of such services as may be agreed between Seller and 3M prior to Closing. Seller agrees that it shall enter into a transition agreement with 3M pursuant to the 3M Agreement (the "Transition Agreement"). Such Transition Agreement shall include, among other things, provisions requiring that the accounting books and records remain in place and intact, and sufficient Company accounting department employees remain employed, at the Company's current home office located in Bedf▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ a period of time reasonably sufficient for Buyer to obtain an audit prepared by its certified public accountants of the prior results of the Outdoor Advertising Business related to the Property acquired by Buyer hereunder. Seller agrees to provide to Buyer the services it receives from 3M under the Transition Services Agreement prior as they relate to the Closing, such disputes shall not affect the obligations Property subject to all of the Parties to effect conditions and limitations contained in the Closing and Transition Agreement. Buyer shall be resolved in accordance with pay the terms Buyer's Percentage of the charges by 3M to Seller under the Transition Services Agreement, except that Buyer shall pay all of the charges of 3M specifically incurred (i) in relation to Buyer's audit of the Property and (ii) any other services by 3M rendered exclusively on Buyer's behalf that are not provided for in the Transition Agreement. (b) Acquiror acknowledges Seller and Buyer confirm and agree that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”extent Seller does not receive same from 3M, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none no part of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoingfollowing assets, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them or in connection with the Outdoor Advertising Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred will not be transferred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials onlyBuyer: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailingsIn-Store media program utilizing 3M(TM) and 180 days for all other Promotional Materials, FloorMinders(TM) Graphics; (ii) in the exact form as such Promotional Materials exist on the Closing Date, Travel Center Advertising business; (iii) all vehicles listed in the Disclosure Schedule to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and 3M Agreement; (iv) provided all cellular telephones used in the Company Business; (v) all 3M, Company, or Seller company credit cards used in the Business; (vi) the Westminster, Maryland plant, property and equipment; (vii) the Subsidiaries shall corporate facilities located a York, New York; (viii) the software and hardware listed in the Disclosure Schedule to the 3M Agreement, including, without limitation, the telecommunications system (including the Wide Area Network); (ix) all cash of the Company; and (x) all attorneys' fees, costs, proceeds and other funds awarded or paid to the Company, 3M or Seller in connection with Impact Communications of Central Florida, Inc. and Fran▇▇▇ ▇▇▇▇▇▇▇▇ ▇. National Advertising Company and POA Acquisition Corp., Case No. 95- 142-Civ-Orl-18, excluding any such materials attorneys' fees and costs that are attributable to prosecution of any appeal of such action subsequent to the Closing Date. Following the Closing and in furtherance of this Section 8.4, Buyer shall take such action as necessary in order Seller may reasonably request to indicate clearly and prominently transfer to indicate that neither the Acquiror nor Seller or Company any of its Affiliates is affiliated such excluded assets and will indemnify and hold Seller and Company harmless from any and all losses incurred by Seller in connection with the Seller or any of its Affiliates. With respect to Forms, within 60 days after use by Buyer following the Closing Date the Company and the Subsidiaries shall sticker or otherwise ▇▇▇▇ such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall excluded assets not be a condition to Closing or otherwise affect so transferred, including, but not limited to, the obligations use of the parties to consummate the Transaction. Notwithstanding the foregoingcellular telephones and 3M, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or propertiesCompany, or as are used in a similar fashion making such removal or discontinuation impracticableSeller company credit cards.

Transition Matters. (ai) Prior to On or as soon as reasonably practicable following the ClosingClosing Date, each party Seller shall use its commercially reasonable efforts to negotiate deliver or cause to be delivered to Buyer copies of the Promotional Materials and the Commercial Information, in good faith the schedules to, and Provider Fees provided for in, the Transition Services Agreement in accordance with the terms thereof. To each case to the extent that such Promotional Materials and Commercial Information are in the Parties are unable to reach such agreement, the applicable provisions possession of the Transition Services Agreement shall control from and after Seller Entities or Seller. Except as otherwise provided in the Ancillary Agreements or this Agreement, following the Closing, subject Seller shall recognize Buyer’s title to amendment the Primary Trademarks and the trademarks included in accordance the Other Intellectual Property, and shall not use such trademarks in its or any of its Affiliates’ corporate name, business name, internet domain name, electronic mail addresses, as metatags, or in any other manner whatsoever. Seller will not seek to register such trademarks in its name nor authorize the use of any configuration, trademark, trade names or other designation confusingly similar to any of such trademarks. Notwithstanding the above, however, Buyer agrees that Seller and the Seller Entities may use any Promotional Materials that refer to or relate to the Business but that do not relate exclusively to the Business (the “SCJ Materials”), for up to one (1) year following the Closing Date. (ii) After the Closing, Buyer shall not use any Excluded Marks for any purpose. Notwithstanding the foregoing, Buyer shall be permitted, solely for a period of one hundred eighty (180) days following the Closing Date, (A) to use in commerce or publicly display the Promotional Materials that bear Excluded Marks, and (B) to use the existing packaging materials and labels included in the Transferred Inventory that bear the Excluded Marks, in each case exclusively in connection with the terms distribution, marketing and sale of finished Products included in the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes Transferred Inventory in a manner consistent with respect to the Transition Services Agreement Seller’s practices prior to the Closing. Buyer shall destroy all Promotional Materials, packaging materials and labels bearing the Excluded Marks on or prior to the expiration of such disputes shall not affect the obligations of the Parties to effect period. Within one hundred eighty (180) days following the Closing Date, Buyer shall remove all Excluded Marks from all properties and shall be resolved assets included in accordance with the terms of the Transition Services AgreementAssets. (biii) Acquiror acknowledges Buyer and Seller agree that Seller has the absolute may maintain copies of any books and exclusive proprietary right to the trademark “OPTIMUM”, records and other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business financial data (collectively, the “NamesRecords”) that are included in the Assets and that none of are delivered to Buyer hereunder. Each party shall give the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoingother party and its representatives reasonable cooperation and access, for a period of 360 days following the Closingduring normal business hours and upon reasonable notice, the Company and the Subsidiaries may continue to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall ▇▇▇▇ such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise ▇▇▇▇ such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions Records as may be necessary or advisable clearly for general business purposes, including the preparation of tax returns and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company financial statements and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope management and handling of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticabletax audits.

Transition Matters. (a) Prior to the ClosingBuyer and Seller shall, each party and Seller shall use its commercially reasonable efforts to cause Amedisys Holding, L.L.C. to, negotiate in good faith to seek to agree upon the schedules to, and Provider Fees provided for in, terms of the Transition Services Agreement in accordance with as soon as reasonably practicable following the terms thereofparties’ execution and delivery of this Agreement. To Buyer and Seller hereby acknowledge that it is anticipated that (a) the extent that the Parties are unable to reach such agreement, the applicable provisions term of the Transition Services Agreement shall control from and after extend for approximately one hundred twenty (120) days following the Closing, subject to amendment in accordance with (b) the terms of the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes with respect to Company shall be obligated under the Transition Services Agreement prior to reimburse Amedisys Holding, L.L.C. for all reasonable documented out-of-pocket costs and expenses incurred by it and its Affiliates in providing the Closingmutually agreed upon transition services thereunder, such disputes shall not affect the obligations of the Parties to effect the Closing and shall be resolved in accordance with the terms of (c) the Transition Services AgreementAgreement shall provide for the Company to provide Amedisys Holding, L.L.C. and its Affiliates with such access to the Company’s scheduling system and such other support as is reasonably necessary for Amedisys Holding, L.L.C. and its Affiliates to wind-down the operations of Angel Watch Home Care, L.L.C., in each case on terms reasonably acceptable to Buyer and Seller. (b) Acquiror acknowledges that Seller has During the absolute and exclusive proprietary right period from the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectivelySection 8.01, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue Parties shall reasonably cooperate to operate the Systems using the Names, including (i) use of the phrase “Optimum determine whether any Person who is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used employed by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties(excluding the Company) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred needs to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used be employed by the Company or any Subsidiary following the Closing (each, a “Transferring Employee”), and shall set forth the name of each Transferring Employee on Annex 6.11(b) prior to the Closing. The Parties agree that, except as otherwise provided in the Business Transition Services Agreement, the Parties shall reasonably cooperate to effect an orderly transition of any Transferring Employees to the Company effective as of the Closing Date (or such later date as set forth in the Transition Services Agreement), including that (i) each Transferring Employee shall be offered “at-will” employment with the Company, and the Seller and its Affiliates shall use commercially reasonable efforts to assist the Company with hiring each such Transferring Employee, and (ii) the Seller (or its applicable Affiliate (excluding the Company) who is the employer of such Transferring Employee) shall be responsible for the payment of, and shall pay, all wages, salaries and other compensation and employee benefits (including any vacation pay, severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, Change of Control Payments, retirement and any other benefits, premiums, claims and related costs) to any Transferring Employee that are accrued as of the date of such Transferring Employee’s termination with the Seller (or its applicable Affiliate (excluding the Company) who is the employer of such Transferring Employee) (collectively, the “Accrued Payments”), except to the extent any such Accrued Payments are assumed by the Company and accrued for in Net Working Capital, it being the Subsidiaries shall have intent of the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) Parties that to the extent that practicable any accrued paid time off balance for each Transferring Employee shall be transferred to the Company (and not paid out to such Transferring Employee) and included in the calculation of Net Working Capital. (c) During the period from the date of this Agreement until the Closing or Subsidiary using such Promotional Materials has not modified the products or services earlier termination of this Agreement pursuant to Section 8.01, the Business in Parties shall reasonably cooperate to determine whether any way contract to which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall ▇▇▇▇ such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect Affiliates (excluding the Company) is party that is used in the operation of the Company’s business and is necessary for the Company to Forms, within 60 days after conduct its business following the Closing Date in the Company same manner as currently conducted (each a “Designated Contract”), and the Subsidiaries shall sticker or otherwise ▇▇▇▇ such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect set forth each Designated Contract on Annex 6.11(c) prior to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently Closing. The Parties agree to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate reasonably cooperate in good faith to determine a mutually acceptable transition plan with respect to each Designated Contract, which may include (i) an assignment of the terms of a trademark license granting Designated Contracts to the Company and and/or (ii) a mutually agreed upon transition arrangement under the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and SellerTransition Services Agreement. For the avoidance of doubt, ▇▇▇▇▇ acknowledges and agrees that no enterprise contracts to which the execution and delivery Seller or any of any its Affiliates are parties shall be assigned to the Company unless such trademark license shall not be a condition to Closing or otherwise affect contract is used exclusively in the obligations operation of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticableCompany’s business.

Transition Matters. (a) Prior to Promptly following the Closingdate hereof, in furtherance of the transactions contemplated by this Agreement, the Consortium Parties shall, and shall cause their Subsidiaries and their respective officers, employees, accountants, legal advisors and other representatives to, develop a transition plan for the separation of the Homecare Business and the Retained Business, each party on a standalone basis (the “Transition Plan”). Until the Hospital Merger Closing or the earlier termination of this Agreement in accordance with its terms, the Consortium Parties shall, and shall use its commercially reasonable efforts to negotiate cause their Subsidiaries and their respective officers, employees, accountants, legal advisors and other representatives to, cooperate in good faith and use reasonable best efforts to implement such Transition Plan as promptly as practicable (and in accordance with the schedules schedule set forth therein). The Transition Plan shall address: transitional services to be provided for under the Transition Services Agreement and any other transitional agreements; the separation or replacement of Shared Contracts (including steps to assign, partially assign and/or separate such contracts); the separation of the Company’s current integrated IT Systems into separate IT Systems for each of the Homecare Business and the Retained Business; the separation or sharing of other shared assets that are currently used or held for use by both the Homecare Business and the Retained Business (including the determination of what assets shall comprise the Transferred Homecare Assets and assets retained by the Hospital Entities, respectively); a proposed timeline for transitional services and the separation of the Homecare Business and the Retained Business, including those actions contemplated to be taken prior to the Hospital Merger Closing; and such other matters as Parent and HospitalCo Parent may mutually agree; provided that, except as expressly set forth in the Merger Agreement or this Agreement, any action to be taken by the Company or any of its Subsidiaries prior to the Hospital Merger Closing shall require the Company’s prior written consent, not to be unreasonably withheld. (b) Subject to the terms and conditions of this Agreement, prior to the Hospital Merger Closing, the Company shall, and shall cause its Subsidiaries and their respective officers, employees, accountants, legal advisors and other representatives to, (i) provide all such assistance and Provider Fees provided for incooperation as may be reasonably requested by Parent and/or HospitalCo Parent in connection with the development and preparation of the Transition Plan, the Transition Services Agreement and such other transitional arrangements as may be desired and with the identification of assets and liabilities to be separated or allocated between the Homecare Business, on the one hand, and the Retained Business, on the other hand (including what assets shall comprise the Transferred Homecare Assets), and (ii) execute such instruments and other documents and take such other actions, in each case as may be requested by Parent and/or HospitalCo Parent to implement the transactions contemplated by this Agreement (including the obtaining of any consents) or by the Transition Plan; provided, that except as expressly contemplated under the Merger Agreement or this Agreement (including pursuant to Section 8.02(i) of the Merger Agreement and Section 2.06(b), Section 2.06(c) and Section 2.07 of this Agreement), neither the Company nor any of its Subsidiaries shall be required to, prior to the Take-Private Closing, (A) execute any instruments or documents or take any actions, (B) bear any material out-of-pocket cost or expense, or pay any material fee or make any other material payment to any third party, (C) commence any litigation or offer or grant any material accommodation (financial or otherwise) to any third party in order to assign, partially assign, separate, replace or novate any Contract or insurance policy, release or put in place any Guarantee and Credit Support Arrangements, or to obtain any consent otherwise required in connection with any of the transactions contemplated by this Agreement (including pursuant to Section 1.10, Section 2.02 and Section 2.03); or (D) incur any other material liability, in each case of clauses (A) to (D), that would not be conditioned upon or that would be effective prior to the Take-Private Closing. (c) In addition, Parent and HospitalCo Parent shall each take the following actions: (i) promptly after the date of this Agreement, appoint a transition manager whose primary responsibility is to plan and execute such transition and manage such Party’s respective transition team; (ii) promptly after the date of this Agreement, review the technology, business operations and administration capabilities to be so transitioned or migrated, taking into account any issues of separation arising from the Transition Plan; (iii) establish the respective transition teams; (iv) set regular meetings of such transition teams during the period between the date of this Agreement and the Hospital Merger Closing; (v) make available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning; and (vi) implement the Transition Plan; provided that all such activities shall be in compliance with applicable Law. The Company shall be permitted to designate one or more representatives who shall be permitted to attend any meeting of the transition teams and otherwise participate in any of the actions set forth in this Section 2.01 or otherwise related to the Transition Plan. Each of Parent and HospitalCo Parent shall, and shall cause their respective transition teams to, consult with the Company and consider in good faith the Company’s recommendations regarding the Transition Plan and the development and implementation thereof. Prior to the Take-Private Closing, representatives of the Company shall be entitled to participate in any communications and negotiations with Third Parties in connection with (A) obtaining any consent required under any Consent Required Contract, (B) assigning, partially assigning, separating, replacing, or obtaining any complete or partial novation of any Shared Contract or any insurance policy, or (C) releasing or putting in place any Guarantee and Credit Support Arrangements. (d) During the period between the date of this Agreement and the Hospital Merger Closing or the earlier termination of this Agreement in accordance with the terms thereof. To the extent that the Parties are unable to reach such agreementits terms, the applicable provisions Company shall, and shall cause its Subsidiaries and their respective officers, employees, accountants, legal advisors and other representatives to, cooperate in good faith with Parent and HospitalCo Parent to review and assist Parent and HospitalCo Parent in the preparation of the Transition Services Agreement shall control from and after the Closing, subject to amendment in accordance with the terms of the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes with respect schedules to the Transition Services Agreement prior to the Closing, such disputes shall not affect the obligations achieve a separation of the Parties to effect Homecare Business and the Closing and shall be resolved Retained Business in accordance with the terms of the Transition Services Agreementprinciples and timeline desired by Parent and HospitalCo Parent. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall ▇▇▇▇ such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise ▇▇▇▇ such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.

Transition Matters. (a) Prior Except as set forth on Section 6.3(a) of the Sellers Disclosure Schedule and except as contemplated by Section 6.22, Sellers shall, and shall cause their respective Covered Affiliates and the Group Companies to, take such action and/or make such payments as may be necessary so that, concurrently with the Initial Closing, the Group Companies, on the one hand, and Sellers and Sellers’ Covered Affiliates (other than the Group Companies), on the other, shall settle, discharge, offset, pay or repay in full (which may include cancellation or forgiveness) all intercompany loans, notes (including the promissory note, dated as of March 23, 2016, from Icahn Enterprises Holding L.P. to the Closing, each party shall use its commercially reasonable efforts to negotiate in good faith the schedules toCompany), and Provider Fees provided advances, regardless of their maturity, and any and all other intercompany receivables and payables for inthe amount due, including any accrued and unpaid interest, and any and all other liabilities and obligations of the Group Companies to Sellers and their respective Covered Affiliates, in a manner reasonably acceptable to Buyer and such that Buyer, the Transition Services Agreement in accordance with the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement Group Companies and their Affiliates shall control have no liability or obligation whatsoever thereunder from and after the Initial Closing. (b) Except as (i) set forth on Section 6.3(b) of the Sellers Disclosure Schedule, subject to amendment in accordance with (ii) as contemplated by the terms of the Transition Services Agreement. The Parties acknowledge , (iii) as contemplated by Section 6.22 or (iv) otherwise agreed by Sellers and agree that if there are any disputes with respect to the Transition Services Agreement Buyer in writing, prior to the Initial Closing, Sellers shall, and shall cause their respective Covered Affiliates and the Group Companies to, take such disputes actions as may be necessary to terminate, commute, release or discharge all obligations under, in a manner reasonably acceptable to Buyer, concurrently with the Initial Closing, all Intercompany Agreements (including all Intercompany Agreements listed on Section 4.20(b) of the Company Disclosure Schedule that are not otherwise listed on Section 6.3(b) of the Sellers Disclosure Schedule) such that, following the Initial Closing, Buyer, the Group Companies and their Affiliates shall not affect have and shall be released and discharged from any further liability or obligation whatsoever under such Intercompany Agreements. (c) Sellers shall use commercially reasonable efforts to (i) promptly following the obligations date of this Agreement, cause the individuals listed in Section 6.3(c)(i) of the Company Disclosure Schedule to cease providing services to the Group Companies, other than certain limited transition services prior to the Initial Closing, and to instead provide services to Sellers, ARI and their respective Covered Affiliates and (ii) on or following the Initial Closing Date, to cause the individuals listed in Section 6.3(c)(ii) of the Company Disclosure Schedule to cease providing services to the Group Companies and to solely provide services to Sellers, ARI and their respective Covered Affiliates (and Sellers shall cause the Group Companies to terminate or assign any employment, severance or other compensation agreements with any such individuals, shall bear all costs and liabilities resulting from any such termination or assignment, and shall obtain customary releases from each such individual in connection with any such termination). Prior to the Initial Closing Date, Sellers shall use their commercially reasonable efforts to facilitate communications between ARI and the employees listed in Section 6.3(c)(ii) of the Company Disclosure Schedule. Nothing contained in this Section 6.3, express or implied, is intended to confer upon any employee listed in Section 6.3(c)(i) or Section 6.3(c)(ii) of the Company Disclosure Schedule any right to continued employment for any period or continued receipt of any specific employee benefit, and this Section 6.3(c) shall be binding upon and inure solely to the benefit of each of the Parties to effect this Agreement and nothing in this Section 6.3(c), express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.3(c). (d) The Company shall provide Buyer with a reasonable opportunity to review and comment on the Closing initial forms of (and shall any subsequent versions reflecting a substantive change to any release by the Customer of the Company contained in such initial forms) documents or notices to be resolved in accordance with provided to Customers or to be executed by the Company pursuant to the terms of the Transition Services Agreement. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period from and after the date of 360 days following this Agreement until the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Initial Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall ▇▇▇▇ such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise ▇▇▇▇ such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Formsnotices contain commercially sensitive information, the Company and the Subsidiaries shall cease to use any instead provide such Promotional Materials documents or Forms. With respect notices to the other uses of the Names permitted above, from and after the 360Buyer’s legal counsel on a “clean-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticableteam” basis.

Transition Matters. (a) Prior During the period between the date of this Agreement and the Closing, in furtherance of the transactions contemplated by this Agreement, the Parties shall, and shall cause their Affiliates to, (i) agree on the Transition Services Agreement, and (ii) cooperate in good faith and use their commercially reasonable efforts to develop a mutually acceptable transition plan for the migration of the Business to the Buyer as set forth in this Section 6.17 and pursuant to the Transition Services Agreement, in each case, subject to compliance with applicable Law (the “Transition Plan”), which will be implemented pursuant to the Transition Services Agreement unless otherwise agreed in writing by the Parties. (b) Without limiting the foregoing, the Transition Plan shall address: (i) the identification of (A) any Transferred IP, (B) any Seller IP that is to be licensed or assigned to Buyer, its Affiliates or one of the Acquired Companies pursuant to the Intellectual Property Agreement and the process for licensing or assigning such Seller IP (or copies of such Seller IP, as applicable) to Buyer, its Affiliates or one of the Acquired Companies, and (C) any Intellectual Property licensed by Seller or its Affiliates (other than the Acquired Companies) from third parties and used in the Business, which is not the subject of a Transferred Contract, and the means by which such Intellectual Property will continue to be made available to the Business after the Closing (e.g. assignment or partition of the applicable Contract or pursuant to the Transition Services Agreement), it being understood that Buyer, its Affiliates or one of the Acquired Companies will bear their respective share of any licensing or other fees, costs and expenses associated with such Intellectual Property used by the Acquired Companies after the Closing Date, pursuant to the Transition Services Agreement; (ii) the apportionment of the real property in the United States, including the Real Property Leases, used in connection with the Business or by the Business Employees, with the intent of the Parties being that, following the Closing, the Buyer or its Subsidiaries (including the Acquired Companies) shall assume the obligations relating to such real property, including, where such real property is (or, following the Closing, will be) used both in connection with the business of the Seller and its Affiliates and the Business, by entering into sub-leases with Seller, its Affiliates or Third Parties, partitioning office space with Seller or its Affiliates (so long as the applicable landlord consents (if consent is required)) or effecting such other arrangements as the Parties may mutually agree upon, including new leases for such real property with the applicable landlord; (iii) an arrangement under which Business Employees would assist the Reinsurer or its designated Affiliate with the administration of the business ceded pursuant to the Loss Portfolio Transfer and Adverse Development Cover Reinsurance Agreement (including the management of claims), pursuant to the Transition Services Agreement or effecting such other arrangement as the Parties may mutually agree upon; (iv) the transition of certain IT Systems and Software used in connection with the Business to Buyer or its Subsidiaries (including the Acquired Companies) at an agreed-upon date on or following the Closing and the potential use of those systems by the Administrator pursuant to the Transition Services Agreement as needed for it to perform its obligations under the Administrative Services Agreement; and (v) the separation of the Business from the international business of Sellers and its Affiliates operated under the StarStone Name following the Closing, including any assets, customers, vendors, Intellectual Property and business operations shared between them. (c) In furtherance of the foregoing, subject to compliance with applicable Law, each of the Parties shall use commercially reasonable efforts to (i) appoint a transition manager who would be the primary contact for such Party in connection with the further development and execution of the Transition Plan and (ii) cooperate to establish regular meetings of the Parties’ transition teams during the period between the date of this Agreement and the Closing. During the period between the date of this Agreement and the Closing, each party shall Party shall, through their respective transition teams, cooperate in good faith with the other Parties and use its commercially reasonable efforts to negotiate in good faith prepare, review and update the schedules to, and Provider Fees provided for in, to the Transition Services Agreement in accordance connection with the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control from and after the Closing, subject to amendment in accordance with the terms of the Transition Services Agreement. The Parties acknowledge and agree that if there are any disputes with respect to the Transition Services Agreement prior to the Closing, such disputes shall not affect the obligations of the Parties to effect the Closing and shall be resolved in accordance with the terms of the Transition Services AgreementPlan. (bd) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”The Acquired Companies, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue operations, assets and liabilities in respect thereof shall cease to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage be insured by Seller’s or other equipment which are used by any of them in Business its Affiliates’ insurance policies as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of and neither Buyer nor its Affiliates may (including the Acquired Companies) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Acquired Companies, the Business or the operations, assets or liabilities in respect thereof and Buyer shall be responsible for securing all insurance it considers appropriate for the Acquired Companies, the Business and the operations, assets and liabilities in respect thereof. During the period between the date of this Agreement and the Closing, Seller shall reasonably assist and cooperate with third parties) until the supplies thereof existing on Buyer in obtaining reasonably equivalent insurance policies to become effective following the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein for the Acquired Companies as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise they received under Seller’s or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business its Affiliates’ insurance policies as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall ▇▇▇▇ such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise ▇▇▇▇ such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticable.

Transition Matters. (a) Prior to the Closing, each party shall use its commercially reasonable efforts to negotiate in good faith the schedules to, and Provider Fees provided for in, the Transition Services Agreement in accordance with the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control from From and after the Closing, subject to amendment in accordance with the terms of the Transition Services Agreement. The Parties acknowledge date hereof and agree that if there are any disputes with respect to the Transition Services Agreement prior to the Closing, such disputes Seller Parent and each Seller shall not affect use commercially reasonable efforts to complete the obligations matters described on Schedule 5.13(a) prior to, and continuing through, the earlier of the Parties completion of any such matter and the Closing, including by using commercially reasonable efforts to effect (i) make available, or cause to be made available, employees or other service providers capable of addressing the Closing matters described on Schedule 5.13(a), (ii) cause such employees or other service providers to meet with Buyer and shall its representatives during regular business hours at such times and locations as Buyer or its representatives may reasonably request and (iii) provide, or cause to be resolved in accordance with the terms of the Transition Services Agreementprovided, such reasonable information and reasonable assistance to Buyer and its representatives as Buyer and its representatives may reasonably request. (b) Acquiror acknowledges that Seller has Parent and each Seller shall, or shall cause the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company Companies and the Subsidiaries may continue to operate to, complete the Systems using the Names, including (imatters described on Schedule 5.13(b) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) prior to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and Closing. (ivc) provided the Company and the Subsidiaries shall ▇▇▇▇ such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise ▇▇▇▇ such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration date hereof and prior to the Closing, and in reasonable consultation and coordination with the Seller Parent and Sellers, Buyer shall have access to, and the right to engage in discussions and other communications with, each of the period Company Employees regarding benefits enrollment for 2014 and other onboarding-related matters, provided that such discussions and communications do not unreasonably interfere with work performance. (d) From and after the date hereof and prior to the Closing, Seller Parent and Sellers, on the one hand, and Buyer, on the other hand, shall use applicable their respective commercially reasonable efforts to Promotional Materials or Forms, cooperate and consult in identifying those roles for new employees as are reasonably necessary for the Company operation of the Business of the Companies and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect on a stand-alone basis (but otherwise as conducted prior to the other uses of the Names permitted above, from Closing) at and after the 360-day period permitted above Closing. Upon identification of such roles for new employees, Seller Parent and Sellers shall cause the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company Companies and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names commercially reasonable efforts, in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller reasonable consultation with and the parties shall negotiate in good faith the terms of a trademark license granting subject to the consent of Buyer (including, without limitation, with respect to levels and amounts of salary, benefits, and other compensation, and which consent shall not be unreasonably withheld, conditioned or delayed), to hire new employees (who shall be Company and the Subsidiaries Employees hereunder) to fill such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Sellerroles. For the avoidance of doubt, the execution and delivery in no event shall Buyer or any of its Affiliates have any liability in respect of (i) any such trademark license shall new employees in the event that the Closing does not be a condition to Closing occur and (ii) any hiring or otherwise affect onboarding costs associated with such new employees. (e) Set forth on Schedule 5.13(e) is the obligations team of Persons (and their contact information) designated by Seller Parent and Sellers, on the one hand, and Buyer, on the other hand (the “Transition Team”), that will oversee the planning and implementation of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in matters set f▇▇▇ this Section 5.11(b) 5.13. The parties shall require the Acquiror to remove or discontinue using any Name ensure that is affixed as their respective members of the Closing Date to converters Transition Team shall meet in person or other items in or to be used in consumer homes or properties, or telephonically at such times as are used reasonably requested by Seller Parent or Buyer to review and discuss the status of, and any issues arising in a similar fashion making such removal or discontinuation impracticableconnection with, the the planning and implementation of the matters set forth this Section 5.13. Each party may re-designate its respective members of the Transition Team from time to time; provided it shall notify the other party in writing of the name and contact information for the newly designated members of the Transition Team in accordance with Section 13.01.

Transition Matters. Without limiting the generality of Sections 8.02(a) and 8.02(b), following the execution of this Agreement and until the Closing Date (a) Prior to the Closingor earlier termination of this Agreement), each party Sellers shall use its commercially reasonable efforts to negotiate cooperate with Purchaser and its Representatives in good faith its development of Purchaser’s operational transition plan with regard to the schedules to, Company and Provider Fees provided for in, the Transition Services Agreement in accordance with Company Assets (including the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control Project) and implementation thereof from and after the ClosingClosing Date. Such commercially reasonable efforts of Sellers shall consist solely of (i) causing the Company to provide access to and right to inspect the Project and the Owned Real Property as Purchaser may reasonably request, subject (ii) furnishing, and causing the Company to amendment in accordance with furnish access to such Representatives of Sellers and the terms of Company as Purchaser may reasonably request and (iii) furnishing, and causing the Transition Services Agreement. The Parties acknowledge Company to furnish, such financial and agree that if there are any disputes operating data and information with respect to the Transition Services Agreement prior to the ClosingCompany as Purchaser may reasonably request, such disputes shall not affect the obligations in each case of the Parties to effect the Closing and shall be resolved in accordance with the terms of the Transition Services Agreement. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including clauses (i) use through (iii) solely to the extent reasonably related to Purchaser’s development of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of its operational transition plan and implementation thereof from and after the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding any such investigation shall be subject to any applicable confidentiality restrictions thereto or hereunder, and shall be conducted during ordinary business hours upon reasonable advance notice to Sellers, under supervision of Sellers’ or the Company’s personnel and in a manner so as not to interfere with the normal operations of the Company, including compliance with safety and OSHA rules and other rules of conduct imposed by the Company, its Affiliates or the operator of the Project, and Purchaser shall have no right hereunder to perform invasive or subsurface investigation of the Owned Real Property. Notwithstanding the foregoing or anything to the contrary in this Agreement, none of Sellers or the Company (or any of their respective Representatives) shall be required to disclose any information or provide such access to Purchaser if such disclosure or access would, in the Sellers’ sole discretion, (A) be repetitive or duplicative of information and access previously provided, (B) involve disclosure of bids, letters of intent, expressions of interest or other proposals received from third parties with respect to any advertisingthe Transferred Interests or the Project, marketingor CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the output of the Project, packagingin connection with the transactions contemplated by this Agreement or otherwise, displays, merchandise or of analyses or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right information relating to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materialscommunications, (iiC) in the exact form as such Promotional Materials exist on the Closing Date, (iii) cause significant competitive harm to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall ▇▇▇▇ such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise ▇▇▇▇ such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or FormsSellers, the Company and their respective businesses if the Subsidiaries shall cease to use transactions contemplated by this Agreement are not consummated, (D) jeopardize any such Promotional Materials attorney-client or Forms. With respect other privilege or (E) contravene any Applicable Law, any fiduciary duty or any agreement binding on Sellers or the Company entered into prior to the other uses date of this Agreement. Without regard to Article XII, Purchaser shall indemnify, defend, reimburse and hold harmless each of Sellers and their Representatives from and against any and all Losses incurred or sustained by, or imposed upon or against, any of them relating to, resulting from or arising out of the Names permitted aboveaccess provided to Purchaser or its Representatives pursuant to this Section 8.02(c), including any penalties or other Losses as a result of non-compliance of safety rules and other applicable rules of conduct by Purchaser or its Representatives. All requests for access and information by Purchaser pursuant to this Section 8.02(c) shall be submitted or directed exclusively to PurEnergy, LLC (attention: ▇▇▇ ▇▇▇▇▇▇) or to such other entities or individuals as Sellers may designate in writing from time to time. The Parties understand and agree that the access and information to be requested by Purchaser pursuant this Section 8.02(c) after the date of this Agreement shall be limited but will increase in frequency and in detail from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory date that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting 60 days prior to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Selleranticipated Closing Date. For the avoidance of doubt, the execution and delivery neither Purchaser’s development or implementation of any such trademark license its operational transition plan shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticableClosing.

Transition Matters. Without limiting the generality of Sections 8.02(a) and 8.02(b), following the execution of this Agreement and until the Closing Date (a) Prior to the Closingor earlier termination of this Agreement), each party Sellers shall use its commercially reasonable efforts to negotiate cooperate CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. with Purchaser and its Representatives in good faith its development of Purchaser’s operational transition plan with regard to the schedules to, Company and Provider Fees provided for in, the Transition Services Agreement in accordance with Company Assets (including the terms thereof. To the extent that the Parties are unable to reach such agreement, the applicable provisions of the Transition Services Agreement shall control Project) and implementation thereof from and after the ClosingClosing Date. Such commercially reasonable efforts of Sellers shall consist solely of (i) causing the Company to provide access to and right to inspect the Project and the Owned Real Property as Purchaser may reasonably request, subject (ii) furnishing, and causing the Company to amendment in accordance with furnish access to such Representatives of Sellers and the terms of Company as Purchaser may reasonably request and (iii) furnishing, and causing the Transition Services Agreement. The Parties acknowledge Company to furnish, such financial and agree that if there are any disputes operating data and information with respect to the Transition Services Agreement prior to the ClosingCompany as Purchaser may reasonably request, such disputes shall not affect the obligations in each case of the Parties to effect the Closing and shall be resolved in accordance with the terms of the Transition Services Agreement. (b) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including clauses (i) use through (iii) solely to the extent reasonably related to Purchaser’s development of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of its operational transition plan and implementation thereof from and after the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding any such investigation shall be subject to any applicable confidentiality restrictions thereto or hereunder, and shall be conducted during ordinary business hours upon reasonable advance notice to Sellers, under supervision of Sellers’ or the Company’s personnel and in a manner so as not to interfere with the normal operations of the Company, including compliance with safety and OSHA rules and other rules of conduct imposed by the Company, its Affiliates or the operator of the Project, and Purchaser shall have no right hereunder to perform invasive or subsurface investigation of the Owned Real Property. Notwithstanding the foregoing or anything to the contrary in this Agreement, none of Sellers or the Company (or any of their respective Representatives) shall be required to disclose any information or provide such access to Purchaser if such disclosure or access would, in the Sellers’ sole discretion, (A) be repetitive or duplicative of information and access previously provided, (B) involve disclosure of bids, letters of intent, expressions of interest or other proposals received from third parties with respect to any advertisingthe Transferred Interests or the Project, marketingor the output of the Project, packagingin connection with the transactions contemplated by this Agreement or otherwise, displays, merchandise or of analyses or other promotional materials (“Promotional Materials”) which are used by the Company or any Subsidiary in the Business as of the Closing Date the Company and the Subsidiaries shall have the right information relating to use such Promotional Materials only: (i) for a period of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materialscommunications, (iiC) in the exact form as such Promotional Materials exist on the Closing Date, (iii) cause significant competitive harm to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall ▇▇▇▇ such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise ▇▇▇▇ such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or FormsSellers, the Company and their respective businesses if the Subsidiaries shall cease to use transactions contemplated by this Agreement are not consummated, (D) jeopardize any such Promotional Materials attorney-client or Forms. With respect other privilege or (E) contravene any Applicable Law, any fiduciary duty or any agreement binding on Sellers or the Company entered into prior to the other uses date of this Agreement. Without regard to Article XII, Purchaser shall indemnify, defend, reimburse and hold harmless each of Sellers and their Representatives from and against any and all Losses incurred or sustained by, or imposed upon or against, any of them relating to, resulting from or arising out of the Names permitted aboveaccess provided to Purchaser or its Representatives pursuant to this Section 8.02(c), including any penalties or other Losses as a result of non-compliance of safety rules and other applicable rules of conduct by Purchaser or its Representatives. All requests for access and information by Purchaser pursuant to this Section 8.02(c) shall be submitted or directed exclusively to PurEnergy, LLC (attention: ▇▇▇ ▇▇▇▇▇▇) or to such other entities or individuals as Sellers may designate in writing from time to time. The Parties understand and agree that the access and information to be requested by Purchaser pursuant this Section 8.02(c) after the date of this Agreement shall be limited but will increase in frequency and in detail from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory date that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting 60 days prior to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Selleranticipated Closing Date. For the avoidance of doubt, the execution and delivery neither Purchaser’s development or implementation of any such trademark license its operational transition plan shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the TransactionClosing. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticableCONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Transition Matters. (a) From the date hereof until the Closing, Seller shall, and shall cause the Company and its Subsidiaries to, at Buyer’s request, cooperate and reasonably assist Buyer and its Affiliates and their respective Representatives in connection with transition preparations and planning related to the transactions contemplated hereby, including those matters to be transitioned as contemplated by the Transition Services Agreement attached hereto as Exhibit B, and Buyer shall reimburse Seller at the Closing for its reasonable out-of-pocket expenses in connection with such cooperation and assistance. Prior to the Closing, each party shall use Buyer and its commercially reasonable efforts Affiliates and their respective Representatives may identify and engage in discussions with appropriate candidates to negotiate serve in good faith the schedules to, and Provider Fees provided for in, the Transition Services Agreement in accordance permanent or interim management positions with the terms thereofCompany and its Subsidiaries. To the extent Buyer may request in writing that the Parties are unable Company or any of its Subsidiaries hire any such person and, following receipt of written consent from Seller to reach such agreementhiring, not to be unreasonably withheld, conditioned or delayed, Seller shall cause the applicable provisions of the Transition Services Agreement shall control from Company and after the Closing, subject its Subsidiaries to amendment in accordance with the hire any such candidates as promptly as practicable on terms of the Transition Services Agreement. The Parties acknowledge and agree conditions established by Buyer; provided that if there are the Company or a Company Subsidiary hires, commits to hire or otherwise incurs any disputes obligation with respect to the Transition Services Agreement hiring of any such candidate prior to the ClosingClosing in accordance with Buyer’s written instructions, (i) if the Closing occurs, all out-of-pocket costs and expenses incurred by Seller or the Company or a Company Subsidiary prior to the Closing in connection with the hiring and employment of such disputes persons (the “New Executive Costs”) shall not affect the obligations be added as a current asset at Closing of the Parties Company for purposes of determining Closing Date Net Working Capital or (ii) if this Agreement terminates in accordance with its terms prior to effect the Closing and the Termination Fee is not due, Buyer shall be resolved reimburse Seller promptly following such termination for such New Executive Costs and any severance payments (which were consented to by Buyer in accordance with the terms of the Transition Services Agreement. (bwriting) Acquiror acknowledges that Seller has the absolute and exclusive proprietary right paid to the trademark “OPTIMUM”, other “OPTIMUM” inclusive trademarks and designs and logos associated therewith currently used by the Business (collectively, the “Names”) and that none of the rights thereto or goodwill represented thereby or pertaining thereto such candidates if they are being transferred hereby or in connection herewith. Notwithstanding the foregoing, for a period of 360 days following the Closing, the Company and the Subsidiaries may continue to operate the Systems using the Names, including (i) use of the phrase “Optimum is now Charter,” (ii) use of any Name affixed to vehicles, signage or other equipment which are used by any of them in Business as of the Closing Date, (iii) use of any printed purchase orders or sales, maintenance or license agreements that bear a Name (as limited by any existing agreements the Seller or any of its Affiliates may have with third parties) until the supplies thereof existing on the Closing Date have been exhausted, and (iv) use of any printed billing statements that bear a Name (such billing statements and purchase orders and sales, maintenance and license agreements are collectively referred to herein as “Forms”); provided, however, that notwithstanding the foregoing with respect to any advertising, marketing, packaging, displays, merchandise or other promotional materials (“Promotional Materials”) which are used terminated by the Company or any Subsidiary in the within five Business as Days of the Closing Date the Company and the Subsidiaries shall have the right to use such Promotional Materials only: (i) for a period termination of 60 days following the Closing with respect to mass marketing Promotional Materials (such as television advertising and mass mailings) and 180 days for all other Promotional Materials, (ii) in the exact form as such Promotional Materials exist on the Closing Date, (iii) to the extent that the Company or Subsidiary using such Promotional Materials has not modified the products or services of the Business in any way which would render the use of such Promotional Materials inaccurate or misleading in any respect, and (iv) provided the Company and the Subsidiaries shall ▇▇▇▇ such materials as necessary in order to indicate clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. With respect to Forms, within 60 days after the Closing Date the Company and the Subsidiaries shall sticker or otherwise ▇▇▇▇ such documents as necessary in order to indicate clearly that neither the Seller nor any of its Affiliates are a party to such documents or affiliated with the Seller or any of its Affiliates. From and after the expiration of the period for use applicable to Promotional Materials or Forms, the Company and the Subsidiaries shall cease to use any such Promotional Materials or Forms. With respect to the other uses of the Names permitted above, from and after the 360-day period permitted above the Company and the Subsidiaries shall delete or cover (as by stickering) any Name from any item included in inventory that bears Name and take such other actions as may be necessary or advisable clearly and prominently to indicate that neither the Acquiror nor any of its Affiliates is affiliated with the Seller or any of its Affiliates. If Acquiror determines that it wishes the Company and the Subsidiaries to use any Promotional Materials or Forms to which the applicable period provided above applies for a duration longer than such period or to use any other Promotional Materials or Forms or to create new Promotional Materials or Forms incorporating the Names in a manner exceeding the scope of the rights granted herein, Acquiror shall notify Seller and the parties shall negotiate in good faith the terms of a trademark license granting to the Company and the Subsidiaries such rights for an agreed-upon term and otherwise on terms and conditions mutually acceptable to Acquiror and Seller. For the avoidance of doubt, the execution and delivery of any such trademark license shall not be a condition to Closing or otherwise affect the obligations of the parties to consummate the Transaction. Notwithstanding the foregoing, nothing in this Section 5.11(b) shall require the Acquiror to remove or discontinue using any Name that is affixed as of the Closing Date to converters or other items in or to be used in consumer homes or properties, or as are used in a similar fashion making such removal or discontinuation impracticableAgreement.