Common use of Transition Services Clause in Contracts

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) by Provider, then, at University’s written election, Provider will continue providing the Services (or the applicable Service) for a period of up to two (2) years following the termination date, or (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following the termination date (the post-termination services are referred to herein as the “Transition Services,” and the applicable period during which the Transition Services are provided is referred to herein as the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University must, prior to the commencement of any Transition Services, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then (i) if the actual Services Fees exceed the estimated Services Fees, University will pay the difference within thirty (30) days after the expiration of the Transition Period, and (ii) if the actual Services Fees are less than the estimated Services Fees, Provider will refund to University the difference within thirty (30) days after the expiration of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance as such Services were required to be provided prior to the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational Activities.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) For the period after the Closing Date until Buyer otherwise notifies Seller in writing, such period not to exceed one (1) year after the Closing Date (the "Transition Period"), Seller shall provide to Buyer any administrative services reasonably requested by ProviderBuyer in order to continue the Business (the "Transition Services"); provided, thenhowever, at University’s written election, Provider will continue providing that the Transition Services shall not include (or i) any services not provided by Seller to the applicable Service) for a period Business in the ordinary course as of up to two (2) years following the termination dateClosing, or (bii) by Universityany legal, thenenvironmental, at University’s written electionmedical emergency response, Provider will continue providing the Services (OSHA compliance or applicable Service) for a period of up to six (6) months following the termination date (the postimport-termination services are referred to herein as the “Transition Services,” and the applicable period during which the Transition Services are provided is referred to herein as the “Transition Period”)export services. Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during During the Transition Period, University mustBuyer shall use its commercially reasonable efforts to cease the Transition Services by eliminating the need for, prior providing to the commencement of any Transition Servicesitself, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and or otherwise obtaining, such services. (b) pay the estimated Services Fees as reasonably determined by Provider Buyer shall reimburse Seller for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then all of Seller's (i) if normal direct labor charges (including overtime) for actual time devoted to performance of the Transition Services requested by Buyer, plus an allocation (based on such actual Services Fees exceed time) of fringe benefit costs, then multiplied by a factor of 1.2 for overhead, and (ii) out-of-pocket expenses (including, without limitation, materials costs consumed in providing such services), all to the estimated Services Fees, University will pay extent reasonably incurred and necessary to provide the difference Transition Services. Any reimbursements required to be made by Buyer to Seller under this Section 7.8(b) shall be made to Seller within thirty (30) days after the expiration Buyer's receipt of Seller's invoices therefor, which invoices shall include supporting documentation providing, in reasonable detail, a description of all amounts subject to reimbursement. (c) Seller's total liability to Buyer arising out of or relating to the Transition Period, and (ii) if Services shall not exceed the actual Services Fees are less than the estimated Services Fees, Provider will refund aggregate amount of reimbursements paid by Buyer to University the difference within thirty (30) days after the expiration of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance as such Services were required to be provided prior to the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees Seller for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term , and in no event shall Seller be liable to Buyer for any incidental, consequential, indirect or Any Renewal Term; Fee Payable) above, special loss or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration damage of any Renewal Termkind, the Parties shall likewise work including without limitation lost business, lost profits, costs of downtime, whether based in good faith to wind down their relationship and effectuate an orderly transition of the Servicescontract, with a goal of minimum interruption to University, its students and its Educational Activitiestort or any other legal theory.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), ‌ (a) Upon the execution of this Agreement, each of Seller and Buyer shall appoint an officer or senior manager to coordinate the process of planning for the provision of transition services following the Closing by ProviderSeller and its Affiliates to the Buyer and the Seller Subsidiaries pursuant to the Transition Services Agreement (each a “TSA Project Manager”). (b) During the period from the execution of this Agreement to the Closing Date, thenthe TSA Project Managers shall meet as reasonably required to: (i) develop a mutually agreeable plan for Seller or its Affiliates to provide the Buyer and the Seller Subsidiaries specific services in relation to the preparation and maintenance of financial books, at University’s written electionrecords and accounts, Provider will continue providing financial statements, Tax Returns and accounting systems and controls for the Services (or Seller Subsidiaries and such other services as are reasonably required to achieve a timely and efficient separation of the applicable Service) Operations of the Seller Subsidiaries from the Operations of the Seller and its Affiliates for a period of up to two (2) years following the termination date, or (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) not longer than three months following the termination date Closing Date, unless otherwise extended in writing by the mutual agreement of the Parties or earlier terminated pursuant to the terms of the Transition Services Agreement (the post-termination services are referred to herein as the “Transition Services,” ”); (ii) determine the fees to be paid pursuant to the Transition Services Agreement; and (iii) to otherwise finalize the Transition Services Agreement. (c) The Parties acknowledge and agree that the fees for the Transition Services shall be determined on the basis of the out-of-pocket costs of the Seller and its Affiliates incurred in performing the Transition Services together with a reasonable allocation of overhead or fixed costs, including compensation and benefits costs, of the senior managers, employees or contractors of the Seller and its Affiliates performing Transition Services, in each case without ▇▇▇▇-up, margin or administrative charges. (d) The Parties intend, and shall use their commercially reasonable efforts to negotiate and settle a Transition Services Agreement between the Seller and the applicable period during Buyer providing for the scope and terms on which the Transition Services are provided is referred to herein be performed on a basis consistent with the provisions of this Section 3.19 and otherwise as mutually agreed by the “Transition Period”). Notwithstanding Parties, acting reasonably, as soon as reasonably practicable following the foregoingexecution of this Agreement, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University mustand in any event, prior to the commencement Closing Date (the “Transition Services Agreement”). (e) The Transition Services Agreement shall be developed and implemented with the intent of any Transition Services, (a) pay all outstanding Services Fees that are not subject enabling the Operations of the Seller Subsidiaries to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period be conducted on a monthly stand-alone basis in advance. If entirely independent from the actual Services Fees payable for Operations of the Transition Period are different than Seller and its Affiliates upon the estimated Services Fees paid by University, then (i) if the actual Services Fees exceed the estimated Services Fees, University will pay the difference within thirty (30) days after the expiration completion of the Transition Period, and (ii) if the actual Services Fees are less than the estimated Services Fees, Provider will refund to University the difference within thirty (30) days after the expiration of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance as such Services were required to be provided prior to the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational Activities.

Transition Services. Except as agreed to in writing by the Seller and the Buyer, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services provided to the Company by the Seller or any affiliate of the Seller, including any agreements or understandings (written or oral) with respect thereto, shall terminate simultaneously with the Closing without any further action or liability on the part of the parties thereto. Notwithstanding the foregoing, in the case absence of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) by Provider, thenwritten agreement, at University’s written electionthe Buyer's request, Provider will continue providing the Services (or the applicable Service) Seller shall provide, for a period of up to two (2) years following the termination date, or (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following after the termination date Closing, services (similar to those contemplated by the post-termination preceding sentence as shall be mutually agreed to by the parties) to the Company, which services, at the Buyer's request, shall be provided at a price for such services are referred that is equal to herein DQE's or the Seller's Actual Cost (as defined below) for such services, as the “Transition Services,” and the applicable period during which the Transition Services are provided is referred case may be, to herein as the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University must, prior to the commencement of any Transition Services, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period be paid on a monthly basis in advanceby the Buyer to DQE or the Seller. If The term "Actual Cost" shall mean the actual Services Fees payable for sum of (A) the Transition Period are different than reasonable costs or expenses actually incurred by the estimated Services Fees paid by UniversitySeller or DQE attributable to the provision of transition services to the Buyer, then including (i) if the actual Services Fees exceed the estimated Services Feesreasonable salary and benefits for personnel performing transition services for those hours when such personnel are performing transition services, University will pay the difference within thirty (30ii) days after the expiration of the Transition Periodreasonable payments to temporary contract employees for, or related to, transition services, and (iiiii) if the actual Services Fees are less than the estimated Services Feesreasonable payments to vendors and other third parties for, Provider will refund to University the difference within thirty or related to, transition services, and (30B) days after the expiration costs of the Transition PeriodSeller or DQE, including all overheads, that cannot be specifically identified with a particular service or product provided to the Buyer but that are reasonably allocable to the products or services rendered by the Seller or DQE. The Transition Services At the request of the Buyer prior to Closing, the Seller and the Buyer will cooperate to negotiate reasonable and mutually acceptable terms upon which specific transition services will be provided at least after the Closing. In addition, at the same levels request of quality and timeliness of performance as such Services were required to be provided the Buyer prior to the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any terminationClosing, the Parties agree Seller and the Buyer will cooperate to work negotiate reasonable and mutually acceptable terms pursuant to which the Seller, to the extent it retains, following the Closing, an ownership or leasehold interest in good faith the office building located in the Brittmoore-▇▇▇▇▇▇ Industrial Park, shall lease to effectuate an orderly transition the Company for a period of one (1) year following the Services Closing Date (or any particular Service), with a goal such shorter period of minimum interruption to University, its students and its Educational Activities. It is agreed and understood time in the event that the licenses granted Seller's ownership or leasehold interest shall expire or terminate prior to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving conclusion of such notice one year period) such space in said office building that is substantially equivalent to the space that the Company is using in said building on the date hereof at a monthly rent payment equal to the Seller's actual costs in respect of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational Activitiessuch space.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) by Provider, then, at University’s written election, Provider will continue providing Seller agrees that from and after the Services (or Closing until the applicable Service) for a period of up to two (2) years following the termination date, or (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) date that is three months following the termination date Closing Date, it shall, and shall cause its Affiliates to, provide the Buyer, on a royalty free basis, with the services specified on Exhibit B annexed hereto with respect to the Business as currently conducted (the post-termination services are referred to herein as the “Transition Services,” and the applicable period during which the Transition Services are provided is referred to herein as the “Transition Period”). Notwithstanding , including without limitation by (i) granting to Buyer access to all of its proprietary and otherwise held or used assets and technology required for the foregoing, if this Agreement or a Service is terminated as a result implementation of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University must, prior to the commencement of any such Transition Services, (aii) pay causing their respective employees to assist in the provision thereof and to cooperate with Buyer in its use of the such Transition Services and (iii) granting to Buyer the right to use and occupy for such three month period certain data center space and accommodations on the 29th floor at ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, to enable technical and operations staff who will become Transferred Employees to conduct the Business substantially as conducted prior to the Closing Date. Buyer may terminate any or all outstanding of the Transition Services Fees that are not subject from time to a good faith dispute time by University pursuant providing Seller with prior written notice no less than two Business Days prior to Section 5.2 (Delinquent Payments) and such termination. The Seller shall provide the Transition Services in substantially the same manner in which such services were used by the Business immediately prior to the date hereof. (b) pay THE TRANSITION SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES, AND SELLER EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTIES UNDER OR ARISING AS A RESULT OF THE PROVISION OF THE TRANSITION SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, PROVIDED THAT (I) SELLER REPRESENTS AND WARRANTS TO BUYER THAT THE PROVISION BY SELLER TO BUYER OF THE TRANSITION SERVICES WILL NOT CONSTITUTE OR CAUSE A BREACH OF, OR DEFAULT UNDER, ANY AGREEMENT TO WHICH SELLER IS A PARTY, AND (II) THE EXCLUSION OF WARRANTIES CONTAINED IN THIS SECTION 7.03(b) IS NOT INTENDED TO LIMIT ANY LIABILITY OF SELLER IN CONNECTION WITH GROSS NEGLIGENCE OR RECKLESSNESS ON ITS PART IN THE PROVISION OF THE TRANSITION SERVICES TO BUYER. Notwithstanding anything herein to the estimated Services Fees as reasonably determined by Provider for contrary, Buyer and Seller shall negotiate in good faith a reduction in scope of the Transition Period on a monthly basis Services to the extent that Business Employees who would otherwise have provided such services to Buyer pursuant to this Section have become employees of the Buyer following the Closing. (c) Notwithstanding anything to the contrary herein, Seller shall not be required to provide any Transition Service or other service referred to in advance. If Section 7.03(a) to the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then extent (i) if the actual Services Fees exceed provision of such Transition Service or any such other service requires a license or consent from a third party, (ii) Seller has been notified by the estimated Services Feesapplicable third party that such license or consent is required, University will pay and (iii) the difference within thirty (30) days after continued provision of such service without a license or consent from the expiration applicable third party would result in the loss of a material right or benefit of Seller or any of its Affiliates. Neither Seller nor any of its Affiliates shall be liable to Buyer for any damages arising from any claim relating to the provision of the Transition PeriodServices or any such other service, and (ii) if the actual Services Fees are less than the estimated Services Fees, Provider will refund to University the difference within thirty (30) days after the expiration of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance as such Services were required to be provided prior except to the termination. In connection with a termination extent that such direct damages are caused by the gross negligence or willful misconduct of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (Seller or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational ActivitiesAffiliates.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) by ProviderFor the period after the Closing Date until Buyer otherwise notifies Stockholder in writing, then, at University’s written election, Provider will continue providing such period not to exceed one (1) year after the Services Closing Date (or the applicable Service) for a period of up to two (2) years following the termination date, or (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following the termination date (the post-termination services are referred to herein as the “Transition Services,” and the applicable period during which the Transition Services are provided is referred to herein as the “Transition Period”). Notwithstanding , Stockholder shall provide to Buyer any administrative services reasonably requested by Buyer in order to continue the foregoingBusiness (the “Transition Services”); provided, if this Agreement or a Service is terminated as a result of University’s failure to timely pay however, that the applicable Services Fees, then if University desires to receive Transition Services during shall not include (i) any services not provided by Stockholder to the Business in the ordinary course as of the Closing, or (ii) any legal, environmental, medical emergency response, OSHA compliance or import-export services. During the Transition Period, University mustBuyer shall use its commercially reasonable efforts to cease the Transition Services by eliminating the need for, prior providing to the commencement of any Transition Servicesitself, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and or otherwise obtaining, such services. (b) pay Buyer shall reimburse Stockholder for all of Stockholder’s out-of-pocket expenses (including, without limitation, materials costs consumed in providing such services), all to the estimated Services Fees as extent reasonably determined by Provider for incurred and necessary to provide the Transition Period on a monthly basis in advanceServices. If the actual Any reimbursements required to be made by Buyer to Stockholder for Transition Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then (i) if the actual Services Fees exceed the estimated Services Fees, University will pay the difference shall be made to Stockholder within thirty (30) days after B▇▇▇▇’s receipt of Stockholder’s invoices therefor, which invoices shall include supporting documentation providing, in reasonable detail, a description of all amounts subject to reimbursement. (c) In the expiration event of any dispute between the parties regarding the scope, reasonableness, or cost of any Transition PeriodServices or the related reimbursement under this Section 6.10 (a “Dispute”), the parties shall first attempt in good faith to promptly resolve such Dispute. If the dispute is not resolved within ten (10) Business Days after initiation of such discussions, then the parties agree to submit the Dispute to non-binding mediation administered by a mutually agreed upon mediator or, failing such agreement within five (5) Business Days, by a mediator appointed by the American Arbitration Association pursuant to its Commercial Mediation Procedures. The mediation shall take place in Prosper, Texas, unless otherwise agreed by the parties in writing, and (ii) if the actual Services Fees are less than the estimated Services Fees, Provider will refund to University the difference shall be concluded within thirty (30) days after the expiration of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance as such Services were required to be provided prior to the termination. In connection with a termination mediator’s appointment, unless extended by mutual agreement of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational Activitiesparties.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), ‌ (a) by Provider, then, at University’s written election, Provider will continue providing the Services (or the applicable Service) for a period of up Buyer shall reasonably cooperate with Seller and any successor to two (2) years following the termination date, or Seller with respect to Wind-Up Activities as defined below.‌ (b) by UniversityThrough the end of the Wind-Up Period, thenBuyer shall, at UniversityBuyer’s written electionexpense, Provider will continue providing provide the Services Seller Group with the following services (or applicable Service) for a period of up to six (6) months following the termination date (the post-termination services are referred to herein as the “Transition Services,” and ”) in connection with the applicable period during which the Transition Services are provided is referred to herein Wind-Up Activities (as the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University must, prior to the commencement of any Transition Services, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then defined below): (i) if Buyer shall grant to the actual Services Fees exceed Seller Group, access to such information technology systems as may be reasonably requested by the estimated Services FeesSeller Group in connection with the Wind-Up Activities. Buyer will provide the Seller Group a reasonable amount of support and maintenance with respect to such systems consistent with past practices of the Seller Group. If Buyer seeks to terminate a software license that is necessary for the provision to the Seller Group of use of and access to a system, University will pay the difference within Buyer shall not terminate such license unless and until it has given Seller thirty (30) days after days’ prior notice. If Buyer provides such notice, the expiration Seller Group shall be free to negotiate its own replacement license with the software vendor and shall have no obligation hereunder to provide access to or use of such replaced system to Buyer. (ii) Buyer shall (i) take all commercially reasonable efforts to preserve all records and documents (including any electronic records or documents) related to the Assets until the Cases are closed or, if any adversary proceedings or other actions with respect to any of the Transition PeriodCases are then pending, until the Seller Group, the official committee of unsecured creditors in the Cases or any successor thereto (including, but not limited to, a chapter 11 or chapter 7 trustee, or a liquidating trustee under a plan) notifies Buyer that such records are no longer needed, and (ii) if provide the actual Services Fees are less than Seller Group (solely for purposes complying with the estimated Services FeesSeller Group’s obligations in connection with the Cases under the Bankruptcy Code or Applicable Law), Provider will refund the official committee of unsecured creditors in the Cases or any successor thereto (including, but not limited to, a chapter 11 or chapter 7 trustee, or a liquidating trustee under a plan) and their respective counsel, agents and advisors, with reasonable access to University such records and documents including a reasonable time and location. (iii) Buyer shall operate, support and maintain a new email domain for the difference within thirty Seller Group’s use following the Closing. Buyer shall use commercially reasonable efforts to undertake reasonable backups and security measures, such that only the Seller Group’s authorized users have access to the information in such system. Buyer shall be responsible for licensing the necessary software (30including email server software, operating system software and backup software). (iv) days after Buyer shall provide the expiration Seller Group with reasonable access to Purchaser’s personnel for the purpose of assisting the Sellers with the performance of the Transition PeriodWind- Up Activities. The Transition Services Buyer, as it deems necessary or appropriate in its reasonable discretion, may (i) use its own personnel; or (ii) employ the services of third parties to the extent such third-party services are utilized in the ordinary course of business to provide similar services to the business of Buyer or are reasonably necessary for the efficient performance of any such Wind-Up Activities. Unless otherwise agreed in writing, none of the individuals providing services to the Seller Group in accordance with this Section 10.1(b)(iv) to the Seller Group will be provided at least at the same levels of quality and timeliness of performance as such Services were required deemed to be provided prior to the termination. In connection with a termination employees of any member of the AgreementSeller Group for any purpose.‌‌‌‌‌ (c) For purposes of this Section 10.1, University may, upon written notice to Provider, modify “Wind-up Activities” shall mean the specific Transition Services to be provided to discharge of Seller’s obligations as a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students debtor-in-possession and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Termsuccessor to Seller, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition including, without limitation, a trustee of the Services, with a goal of minimum interruption to University, its students and its Educational Activitiescreditors’ trust.

Transition Services. Except Between the date hereof and the Closing Date, and thereafter following the Closing Date, Seller and Purchaser shall negotiate in good faith and use reasonable best efforts to enter into and execute an agreement providing for transition services (the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable“Transition Services Agreement”), if this on such other terms as may be mutually agreed by Seller and Purchaser. The Parties agree that the Transition Services Agreement or any particular Service is terminated (regardless of shall provide that from and after the reason for such termination)Closing, (a) by Provider, then, at University’s written election, Provider will continue providing the Services (or the applicable Service) Seller shall make available to Purchaser for a period of up to two not less than three (23) years following the termination date, or (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to months but not more than six (6) months following the termination date Closing Date, such services and resources (including the posttime of certain of its executive management and employees) that in each case Seller has access to and are within Seller’s control, as Purchaser may reasonably require in order to be able to conduct and operate the Business following the Closing in substantially the same or a similar manner as the manner in which it was operated prior to the Closing (other than with respect to Seller’s status as a publicly traded and listed company or for any legal services), including without limitation services for or relating to support in terms of existing clinical trials, ongoing restructure/transfer of manufacturing facility under appropriate terms and conditions and drug pricing compliance, and putting in place any arrangement described in Section 6.16(b) in the event that the Pre-termination services are referred to herein Closing Restructuring shall not have been completed as set forth herein. (the “Transition Services,” and ”). To the applicable period during which extent the Transition Services are provided Agreement is referred not executed prior to herein as Closing, from and after the “Transition Period”). Notwithstanding Closing for a period not to exceed six (6) months following the foregoingClosing Date, if this Agreement or a Service is terminated as a result of University’s failure Seller shall use its commercially reasonable efforts to timely pay provide the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University must, prior to the commencement of any Transition Services, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then (i) if the actual Services Fees exceed the estimated Services Fees, University will pay the difference within thirty (30) days after the expiration of the Transition PeriodSeller, and (ii) if provided that such Transition Services shall not be of such scope that they would materially interfere with the actual Services Fees are less than the estimated Services Fees, Provider will refund performance by employees of Seller of their ordinary responsibilities to University the difference within thirty (30) days after the expiration of the Transition PeriodSeller. The Transition Services will be provided at least by Seller at the same levels expense of quality Purchaser (on an at cost basis) unless otherwise specified in the Transition Services Agreement. Seller agrees that it shall be obligated to provide the Transition Services pursuant to this Section 6.19 starting from the Closing until such time as the Parties enter into the Transition Services Agreement, and, following such time, shall provide such services pursuant to the terms of the Transition Services Agreement, subject to the terms hereof and timeliness thereof. Purchaser acknowledges and agrees that Seller is not in the business of performance as such providing services to Third Persons and that the Transition Services were required are intended only to be provided transitional in nature, and will be furnished by Seller for the time period set forth herein solely for the purpose of accommodating Purchaser in connection with the transactions contemplated by this Agreement. As such, Purchaser will (i) use reasonable best efforts to, prior to and in any event as promptly as practicable following the termination. In connection with a termination of Closing Date, transition the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be its own internal organization or obtain alternate third-party sources to provide such services and reduce, limit and ultimately end its reliance on Transition Services as provided hereunder, and (ii) ensure that it has sufficient resources available to a subset it at the end of the provision of any such Transition Services provided under this Agreement and, in any case, may reduce the term for to perform the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal have the Transition Services performed) without the involvement of minimum interruption to UniversitySeller, its students and Affiliates or any of its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, their employees or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational Activitiesagents.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) If reasonably requested by Providerthe Buyer, then, at University’s written election, Provider will continue providing the Services (or the applicable Service) for a period of up to two (2) years following the termination date, or (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following the termination date (the post-termination services are referred to herein as the “Transition Services,” and the applicable period during which the Transition Services are provided is referred to herein as the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University must, prior to the commencement of any Transition Services, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then (i) if to the actual Services Fees exceed extent the estimated Services FeesSellers have access thereto and/or possession thereof, University will pay the difference within thirty (30) days after the expiration of the Transition Period, Sellers shall permit any Transferred Employees to work at any facility that is an Excluded Asset and (ii) if the actual Services Fees Sellers and the Buyer shall negotiate, in good faith, on a post-closing transition services agreement on terms that are less than mutually acceptable to the estimated Services FeesParties, Provider will refund in each of case (i) and (ii), in order to University provide for the difference within thirty (30) days after movement of any Transferred Assets, transfer of customer relationships and employees and such other assistance as the expiration Buyer may reasonably need to facilitate any separation of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance as Transferred Assets from Excluded Assets; provided, that, in each case, any such Services were required transition services to be provided prior by the Sellers shall be subject to any winding-down of operations and related capabilities of the Sellers post-Closing. The cost of transition services (including the post-Closing costs during the transition period of maintaining the Leases that would have been rejected but for the Buyer's intention to use the facilities related to such Leases to conduct transition services) shall be borne by the Buyer (and shall include a reasonable and customary administrative markup). The Sellers will not reject any Lease relating to a location for which the Buyer is requesting transition services; provided, that during the post-Closing period while the Buyer is using the transition services, the Buyer shall remit the amounts required by this Section 5.15. (b) From the date hereof until the Closing Date, the Sellers shall use commercially reasonable efforts to negotiate a lease for the Morristown Facility, which lease shall be effective from and after, and be conditioned upon the occurrence of, the Closing and on other terms that are reasonable acceptable to the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be Buyer; provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted failure to Provider in Section 10 (Intellectual Property Rights) secure such lease shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by not constitute a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration failure of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational ActivitiesClosing condition.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) by ProviderSubject to the terms and conditions set forth herein, thenSeller shall, or shall cause one or more of its Affiliates or third parties to, provide information technology services, software, hosting and infrastructure (the “Initial Transition Services”) at University’s written election, Provider will continue providing no cost to Buyer for the Services period beginning on the Effective Date and ending sixty (or the applicable Service60) for a period of up to two (2) years days following the termination date, or Effective Date (the “Initial Services Term”). (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following the termination date (the post-termination services are referred to herein as the “Transition Services,” and the applicable period during which the Transition Services are provided is referred to herein as the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University must, prior to the commencement of any Transition Services, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then (i) if the actual Services Fees exceed the estimated Services Fees, University will pay the difference within Within thirty (30) days after the expiration of the Effective Date, Seller shall provide to Buyer a notice of Seller’s costs for providing the Initial Transition PeriodServices (the “Notice”). Within fifteen (15) days following receipt of the Notice, Buyer shall select from the items identified on the Notice the services it wishes to continue to receive from Seller (the “Continuing Transition Services” and together with the Initial Transition Services, the “Transition Services”), at the prices indicated on the Notice. The parties shall amend Exhibit A to reflect the Continuing Transition Services and the fees for such Continuing Transition Services. (c) For the period beginning on the date following sixty (60) days following the Effective Date and ending upon termination of this Section 2 as set forth in Section 3 below, Seller shall, in consideration of the payments set forth in Exhibit A and Section 2.3, provide those services set forth on Exhibit A. (d) During the Services Term, if and to the extent practicable, Buyer shall use all commercially reasonable efforts to assume responsibility for each Transition Service provided by Seller, and Seller shall assist in the transfer of responsibility for each Transition Service to Buyer. (iie) if To the actual Services Fees are less than extent authorized under any license(s) to software necessary to continue the estimated Services Fees, Provider will refund to University the difference within thirty (30) days after the expiration operation of the Transition Period. The Transition Services will be provided at least at the same levels of quality Business, and timeliness of performance as such Services were required to be provided prior only to the termination. In connection with a termination of extent no additional license fees or other financial consideration would be owed to such licensor(s) for such use, Buyer shall have the Agreement, University may, upon written notice right to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, use such software in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies accordance with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith license relating to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational Activitiessuch software.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) by ProviderUpon the terms and subject to the conditions set forth in this Agreement, then, at University’s written election, Provider will continue providing the Services Seller shall provide to Purchaser certain transitional and support services as set forth in Schedule I attached hereto (or the applicable Service) for a period of up to two (2) years following the termination date, or (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following the termination date (the post-termination services are hereinafter referred to herein individually as a "Service" or collectively as the “Transition "Services,” and the applicable period during which the Transition Services are provided is referred to herein as the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University must, prior to the commencement of any Transition Services, (a") pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then (i) if the actual Services Fees exceed the estimated Services Fees, University will pay the difference within thirty (30) days after until the expiration of the Term or Renewal Term (each as hereinafter defined) unless terminated earlier pursuant to Article V hereof. Upon the shutdown of any Transition PeriodAsset during the Term or any Renewal Term, such asset will cease to be a Transition Asset hereunder. (b) Without limiting the foregoing, each party shall use commercially reasonable efforts to make its personnel available to respond to reasonable questions from the other party's personnel relating to the Business and (ii) if the actual Services Fees are less than the estimated Services Fees, Provider will refund shall provide all assistance reasonably requested to University the difference within thirty (30) days after the expiration ensure a smooth transition to Purchaser's ownership and operation of the Transition PeriodBusiness and Seller's wind down of its bankruptcy estate. The Transition Services will be provided at least at At the same levels reasonable request of quality and timeliness Purchaser, Seller shall meet with representatives of performance as such Services were required Purchaser to be provided prior discuss matters relating to the terminationServices that Seller provides to Purchaser under this Agreement. In connection with a termination During the Term or any Renewal Term of the Agreement, University may, Purchaser shall provide to Seller reasonable access during the normal business hours of Purchaser and upon reasonable prior written notice to ProviderPurchaser, modify to any books and records of Purchaser that constitute Purchased Assets under the specific Transition Services Asset Purchase Agreement for use in connection with the wind down of Seller's bankruptcy estate. Any services to be provided pursuant to a subset this paragraph shall be on reasonable terms and reasonable advance notice and shall not interfere with the ordinary course operation of the Services business of Purchaser. (c) Except as otherwise provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any terminationherein, the Parties agree attached Schedule I is subject to work change only upon the parties mutual written consent. To the extent the Schedule is incomplete as of the date hereof in describing a Service, the parties shall use good faith efforts to effectuate an orderly transition complete such Schedule as promptly as practicable. Any element of a Service reflected on any such amended Schedule shall thereafter be deemed a part of the Services "Service". (or any particular Service), with a goal of minimum interruption d) In addition to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, the parties hereto acknowledge that there may be additional services which have not been identified on Schedule I and which may be necessary to operate the Business following the Closing Date or a need during any Term or Renewal Term to extend the projected shutdown date for one or more Transition Assets. If, within one hundred and eighty (180) days of the Closing Date, any such additional services, or such extensions of the shutdown date, are identified and requested by either party, such other services shall be provided, or such shutdown date(s) shall be extended, if the other party consents to the provision of such additional services or such extensions, which consent shall not be unreasonably withheld, at a cost to be negotiated in good faith. Such additional services shall not include anything excluded by Section 3.2 hereof. In the event the additional services requested pursuant to this Section 1.1(d) are materially different from the Services identified on Schedule I or involve Excluded Assets other than the Transition Assets, such additional services may only be provided with a goal the prior written consent of minimum interruption to University, its students and its Educational Activitiesthe RTI Majority Noteholders. Nothing in this Section 1.1(d) shall result in any extension of the Term or any Renewal Term except as provided in Section 5.1.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) If reasonably requested by Provider, then, at University’s written election, Provider will continue providing the Services (Buyer or the applicable Service) for a period of up to two (2) years following the termination dateSellers, or (b) by Universityas applicable, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following the termination date (the post-termination services are referred to herein as the “Transition Services,” and the applicable period during which the Transition Services are provided is referred to herein as the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University must, prior to the commencement of any Transition Services, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then (i) if to the actual Services Fees exceed extent the estimated Services FeesSellers have access thereto and/or possession thereof, University will pay the difference within thirty (30) days after the expiration of the Transition Period, Sellers shall permit any Transferred Employees to work at any facility that is an Excluded Asset and (ii) if the actual Services Fees Sellers and the Buyer shall negotiate, in good faith, a post-closing transition services agreement and an employee secondment agreement on terms that are less than mutually acceptable to the estimated Services FeesParties, Provider will refund in each of case (i) and (ii), in order to University provide (A) for the difference within thirty (30) days after movement of any Transferred Assets, transfer of customer relationships and employees and such other assistance as the expiration Buyer may reasonably need to facilitate any separation of the Transition Period. The Transition Services will be provided at least at Transferred Assets from Excluded Assets and/or (B) for such services from the same levels Transferred Employees as the Seller may reasonably need in connection with the wind-down of quality and timeliness operations of performance as the Sellers post-Closing; provided, that, in each case, any such Services were required transition services to be provided prior by the Sellers shall be subject to any winding-down of operations and related capabilities of the Sellers post-Closing. The cost of transition services (including the post-Closing costs during the transition period of maintaining the Leases that would have been rejected but for the Buyer’s intention to use the facilities related to such Leases to conduct transition services) shall be borne by the Buyer (and shall include a reasonable and customary administrative markup). The Sellers will not reject any Lease relating to a location for which the Buyer is requesting transition services; provided, that during the post-Closing period while the Buyer is using the transition services, the Buyer shall remit the amounts required by this Section 5.15. (b) From the date of the Original Agreement until the Closing Date, the Sellers shall use commercially reasonable efforts to negotiate a lease for the Morristown Facility, which lease shall be effective from and after, and be conditioned upon the occurrence of, the Closing and on other terms that are reasonable acceptable to the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be Buyer; provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted failure to Provider in Section 10 (Intellectual Property Rights) secure such lease shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by not constitute a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration failure of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational ActivitiesClosing condition.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) by ProviderSubject to and on the terms set forth in this Agreement, then, at University’s written election, Provider will continue providing the Services (Servicer shall perform or cause to be performed with respect to the applicable Service) for a period of up to two (2) years following the termination date, or (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following the termination date Diamond Business certain transition services as set forth on Exhibit A (the post-termination services are referred to herein as “Service Exhibit”) hereto (such services, the “Transition Services,” and each, a “Transition Service”), which Service Exhibit is incorporated herein by reference, for the time periods described in this Agreement. In consideration for the performance of the Transition Services, and subject to the provisions of Section 4, the Buyer shall pay (or cause to be paid) to the Servicer the fees set forth on the Service Exhibit (the “Service Fees”) in accordance with Section 3. Subject to the provisions of Section 4, the Servicer shall provide each of the Transition Services until the earlier of (i) the date that is one year after the date of this Agreement, or such other date as the Parties may reasonably agree in writing is necessary to accomplish the transition of the Diamond Business and the transactions contemplated by the Business Combination Agreement and (ii) the date set forth on the Service Exhibit with respect to such Transition Service, or such other date as the Parties may reasonably agree in writing with respect to such Transition Service (as applicable, the “Service Termination Date”). (b) The Service Exhibit sets forth the monthly Service Fee payable for each Transition Service for each calendar month during the term of this Agreement. (c) In addition to the Service Fees, upon receipt of reasonable documentation, the Buyer shall reimburse the Servicer for (i) any reasonable third-party fees or expenses and (ii) all reasonable out-of-pocket costs and expenses, including all reasonable overtime payments to Servicer employees (collectively, the “Expenses”), in each case, incurred by the Servicer in connection with and attributable to providing the Transition Services, including reasonable costs incurred pursuant to contracts with third parties under which the benefit is provided to the Buyer as part of the Services, reasonable out-of-pocket travel expenses and costs in obtaining third-party consents (including licenses) that the Parties agree to pursue pursuant to Section 1(d) (but not, for the avoidance of doubt, expenses and costs in obtaining other third-party consents); provided, however, that “Expenses” shall be determined without duplication of any applicable period during which Services Fees; provided, further, that, notwithstanding anything to the contrary herein, the Buyer shall have no obligation to reimburse the Servicer for any individual Expense exceeding $25,000 without the prior written consent of the Buyer. For the avoidance of doubt, in the event fees and expenses contemplated by the preceding sentence are incurred in connection with the provision of the Transition Services and with other operations of the Servicer or its Affiliates, only the portion of such fees and expenses reasonably allocable to the provision of Transition Services shall be deemed to be “Expenses” and reimbursable by the Buyer hereunder (subject to the preceding sentence). (d) To the extent that (i) the Transition Services include Software or other technology licensed from third parties, or (ii) the Transition Services are provided procured or derive from third parties, it is referred to herein as the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during intended and agreed that the Transition Period, University must, prior to the commencement of any Transition Services, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then (i) if the actual Services Fees exceed the estimated Services Fees, University will pay the difference within thirty (30) days after the expiration of the Transition Period, and (ii) if the actual Services Fees are less than the estimated Services Fees, Provider will refund to University the difference within thirty (30) days after the expiration of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance as such Services were required to be provided prior to the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement shall be within the scope and on the terms and conditions established by the third-party licensors or providers. This Agreement is not intended to constitute a sublicense of any Software or technology provided by third-party licensors or to create a commercial service bureau in favor of the Buyer or its customers, but instead is a services agreement intended to enable the Diamond Business to wind up its use of the software applications set forth on the Service Exhibit. In the event that the Servicer encounters a restriction or objection from a third-party licensor or supplier that prevents the Servicer, as a legal or practical matter from providing any Transition Service as contemplated by this Agreement, then the Servicer shall reasonably promptly so notify the Buyer, and the Parties will confer to decide upon a mutually-agreeable solution, which may include seeking necessary consents or licenses, replacing the affected resource or adopting a work-around; provided, that in no event will the Servicer be required to provide any such Transition Service in violation of its obligations under any third-party agreement and provided, further, that in the event that the Parties mutually agree not to seek a consent following such conference, the provisions of Section 8(c) shall apply to any claims arising out of such election. The Servicer shall use its commercially reasonable efforts during the term of this Agreement to not enter into or become bound by an agreement or other arrangement that includes such a restriction. Other than as set forth in the preceding sentence, the Servicer gives no assurance about whether such a restriction or objection can or may arise and, in any caseevent, may reduce until such alternative approach is agreed upon by the term for Parties or the Transition Period problem is otherwise resolved to a lesser period. Following any terminationthe satisfaction of the Parties, the Parties agree Servicer shall be excused from providing the affected Transition Service and, notwithstanding anything to work in good faith the contrary herein, the Buyer shall have no obligation to effectuate an orderly transition of the Services (or pay any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood Service Fee for any such Transition Service that the licenses granted to Provider Servicer does not provide. To the extent an agreed-upon alternative approach results in Section 10 (Intellectual Property Rights) shall remain the incurrence of additional expense beyond what was incurred in effect during the Transition Period, provided that University complies connection with the terms underlying Transition Service, the Buyer shall make prompt payment to the Servicer in the amount of such additional expense in accordance with Section 3 hereof. (e) Notwithstanding anything to the contrary in this Agreement, including timely paying the Services Fees for Buyer acknowledges that the Servicer may be providing services similar to the Transition Services. If this Agreement expires following Services for itself and its Affiliates, and the giving by a Party of notice of non-renewal under Section 6.2 Servicer reserves the right to modify one or more Transition Services if such modifications are: (Non-Renewal of Initial Term or Any Renewal Term; Fee Payablei) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving applicable to all other recipients of such notice Transition Service or services similar to such Transition Service; provided, that such modifications do not have a material adverse impact on the Buyer or its Subsidiaries and do not increase the Expenses in any material respect; or (ii) otherwise necessary to comply with applicable Law or other requirements of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational ActivitiesGovernmental Entity.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) After the Closing Date, Seller shall use commercially reasonable efforts to provide, or shall cause its Affiliates or third parties designated by Providerit (such designated Affiliates and third parties, thentogether with Seller, at Universitythe “Service Providers”) to use commercially reasonable efforts to provide to Buyer, the Company and the Company Subsidiaries commercially reasonable transition services relating to information technology (including forwarding emails from the email accounts used by the Company and the Company Subsidiaries, including such email accounts using @▇▇▇▇▇▇▇▇.▇▇▇ and @▇▇▇▇▇▇▇▇▇.▇▇▇) (“IT Services”), human resources (“Human Resource Services”) and accounting and financing (“Accounting Services” and together with IT Services and Human Resource Services, the “Services”)). The Services shall (i) be provided only in a manner that is substantially similar in all material respects to the manner in which the Services were performed for the Company and the Company Subsidiaries (a) immediately prior to the Closing Date and (b) during the period of US Ecology, Inc.’s written electionownership of the Company and the Company Subsidiaries, Provider will continue providing and (ii) Buyer, the Company and the Company Subsidiaries shall use the Services for substantially the same purposes and in substantially the same manner as the Company and the Company Subsidiaries had used the Services (or x) immediately prior to the applicable ServiceClosing Date and (y) for a during the period of up US Ecology, Inc.’s ownership of the Company and the Company Subsidiaries. Buyer shall use its reasonable best efforts to two (2) years reduce or eliminate its dependency on the Services as soon as is reasonably practicable following the termination date, or (b) by University, then, at University’s written election, Provider will continue providing Closing Date; provided that the Service Providers shall have no obligation to provide the Services (or applicable Service) for a period of up to after the date that is six (6) months following the termination date (Closing Date. In providing the post-termination services are referred to herein as the “Transition Services,” , each of Seller and the applicable period during which other Service Providers shall act solely as an independent contractor and not as an agent of Buyer, the Transition Services are provided is referred to herein as Company or the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University must, prior to the commencement of any Transition Services, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and Company Subsidiaries. (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then (i) if the actual Services Fees exceed the estimated Services Fees, University will pay the difference within thirty (30) days after the expiration of the Transition Period, and (ii) if the actual Services Fees are less than the estimated Services Fees, Provider will refund to University the difference within thirty (30) days after the expiration of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance as such Services were required to be provided prior to the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during For the period between the giving Closing Date and the date that is three (3) months after the Closing Date, the Services provided by the Service Providers to Buyer, the Company and the Company Subsidiaries shall be provided without charge or expense to Buyer, the Company or the Company Subsidiaries. For the period between the date that is three (3) months after the Closing Date and the date that is six (6) months after the Closing Date (the “Payment Period”), Buyer, the Company and the Company Subsidiaries will reimburse Seller and the other Service Providers for providing the Services hereunder in amounts equal to $60,000 per month for the IT Services, $20,000 per month for the Human Resource Services and $20,000 per month for the Accounting Services, which such amounts shall be payable by Buyer, the Company and the Company Subsidiaries to Seller or the other Service Providers (as designated in writing by Seller) within 30-days of the first day of such month; provided, however, that if Buyer delivers a written notice of non-renewal or termination and to Seller at least five (5) business days prior to the expiration or termination first day of the Initial Term Payment Period, or expiration at least five (5) business days prior to the first day of any Renewal Termmonth in the Payment Period, stating, effective upon the first day of the Payment Period or the first day of a month during the Payment Agreement (as applicable), that each of the Service Providers is fully released from providing, and shall thereafter no longer be obligated to provide, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition IT Services, the Human Resource Services or the Accounting Services, or all of the Services, to Buyer, the Company or any Company Subsidiary pursuant to this Section 8.09 (the “Service Termination Notice”), then the Service Providers shall cease providing the applicable Services set forth in the Service Termination Notice at the effective time of such Service Termination Notice and Buyer, the Company and the Company Subsidiaries shall have no further reimbursement obligations with a goal respect to such applicable Services. (c) Seller or any of minimum the Service Providers shall not be liable for any interruption of Service or delay or failure to Universityperform such Services if such interruption, delay or failure results from causes beyond its reasonable control, including any strikes, lockouts or other labor difficulties, acts of any government, riot, insurrection or other hostilities, embargo, fuel or energy shortage, fire, flood, lightning, earthquake, storm, hurricane, tornado, explosion, acts of God, pandemics, wrecks, transportation delays or inability to obtain necessary labor, materials or utilities. In any such event, Seller’s and each Service Provider’s obligations under this Section 8.09 shall be postponed for such time as its performance is suspended or delayed on account thereof. Seller will promptly notify Buyer, either orally or in writing, upon learning of the occurrence of such event of force majeure. Upon the cessation of the force majeure event, Seller will use reasonable efforts to resume, or to cause any other relevant Service Provider to resume, its students performance with the least practicable delay. (d) Neither Seller nor any other Service Provider shall be liable, whether in contract, tort (including negligence and strict liability) or otherwise, for any special, indirect, incidental or consequential damages whatsoever which in any way arise out of, relate to or are a consequence of, the performance or nonperformance by it hereunder or the provision of, or failure to provide, any Service hereunder, including with respect to loss of profits, business interruptions or claims of customers. Buyer agrees to indemnify and hold harmless each Service Provider from and against any such damages incurred thereby and any costs and expenses thereof arising therefrom. In any event, the liability of Seller or any other Service Provider with respect to the Services and the obligations under this Section 8.09 or any act or failure to act in connection herewith (including, but not limited to, the performance or breach hereof), or from the sale, delivery, provision or use of any Service provided under or covered by this Section 8.09, whether in contract, tort (including negligence and strict liability) or otherwise, shall not exceed the reimbursement amounts previously paid to Seller or such other relevant Service Provider by Buyer in respect of the Service from which such purported liability flows. (e) After the Closing Date, Buyer shall use commercially reasonable efforts to provide, or shall cause the Company and the Company Subsidiaries, or third parties designated by it (such designated third parties, together with Buyer, the Company and the Company Subsidiaries, the “Buyer Service Providers”) to use commercially reasonable efforts to provide to Seller and its Educational ActivitiesAffiliates commercially reasonable transition services relating to accounting and financing (“Buyer Accounting Services”). Seller shall use its reasonable best efforts to reduce or eliminate its dependency on the Buyer Accounting Services as soon as is reasonably practicable following the Closing Date; provided that the Service Providers shall have no obligation to provide the Buyer Accounting Services after the date that is six (6) months following the Closing Date. For the period between the Closing Date and the date that is three (3) months after the Closing Date, the Buyer Accounting Services provided by the Buyer Service Providers to Seller and its Affiliates shall be provided without charge or expense to Seller or any of its Affiliates. During the Payment Period, Seller will reimburse Buyer and the other Buyer Service Providers for providing the Buyer Accounting Services hereunder in an amount equal to $20,000 per month, which amount shall be payable by Seller to Buyer or the other Buyer Service Providers (as designated in writing by Buyer) within 30-days of the first day of such month; provided, however, that if Seller delivers a written notice to Buyer at least five (5) business days prior to the first day of the Payment Period, or at least five (5) business days prior to the first day of any month in the Payment Period, stating, effective upon the first day of the Payment Period or the first day of a month during the Payment Agreement (as applicable), that each of the Buyer Service Providers is fully released from providing, and shall thereafter no longer be obligated to provide, the Buyer Accounting Services to Seller pursuant to this Section 8.09 (the “Buyer Service Termination Notice”), then the Buyer Service Providers shall cease providing the Buyer Accounting Services at the effective time of such Service Termination Notice and Seller shall have no further reimbursement obligations with respect to the Buyer Accounting Services.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) Recipient and the Business will be affected by Providerthe consummation of the transactions contemplated by the Purchase Agreement and, thenfollowing consummation of the transactions, at University’s written electionmay not have access to certain support and services as before such consummation. It is the intent of the Parties to this Agreement to provide for the smooth and efficient functional separation of the Business and the retained businesses of Seller and for the efficient operation of the Business and the retained businesses of Seller during such separation. To that end, upon the terms and subject to the conditions set forth in this Agreement, Provider will continue providing the Services (or the applicable Service) for a period of up to two (2) years following the termination dateshall provide, or cause one or more of its Affiliates to provide, the services set forth on Schedule A2 (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following the termination date (the post-termination services are referred to herein as the “Transition Services,” ”) to Recipient. ____________________ 2 Note to Draft: Buyer and the applicable period during which the Transition Services are provided is referred to herein as the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University must, Seller will cooperate in good faith prior to the commencement Closing Date to further develop the nature and scope of any Transition Services, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then (i) if the actual Services Fees exceed the estimated Services Fees, University will pay the difference within thirty (30) days after the expiration of the Transition Period, and (ii) if the actual Services Fees are less than the estimated Services Fees, Provider will refund to University the difference within thirty (30) days after the expiration of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance as such Services were required to be provided prior to the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset during the term of the Transition Service Agreement and the Reverse Transition Service Agreement (in modification of or addition to those services set forth on the draft Schedule A attached hereto), consistent with objectives set forth in Section 1(a) and the purposes of this Agreement. In furtherance of the foregoing, with respect to any services (and only such services) that (i) are reasonably necessary for Buyer to conduct the Business with the Companies and the Transferred Subsidiaries, or for the Seller to conduct the Retained Businesses, (ii) were provided by the Seller Group to the Business, or by the Business to Seller’s Retained Businesses, as previously conducted at any time during the twelve (12) months prior to the Effective Time, then such services will be added as additional Transition Services provided under this Agreement andhereunder. The Parties agree to negotiate in good faith any terms and conditions regarding the provision of such additional Transition Services, in it being understood and agreed that (x) the cost for any casesuch additional Transition Service will be determined on a basis consistent with the manner as the cost for such Transition Service was calculated and allocated to the Business taken as a whole for purposes of the preparation of the Financial Statements, may reduce and (y) the term of providing such additional Transition Service will be consistent with the period for which similar Transition Services are provided as set forth on Schedule A hereto, or as otherwise reasonably necessary to permit a smooth and efficient transition of the Business and of such service from the Provider to the Recipient and its Affiliates. With repect to any Transition Period to a lesser period. Following any terminationServices set forth on the draft Schedule A, the Parties agree will (i) to work the extent either Buyer or Seller notifies the other that they reasonably believe it is necessary to specify additional detail with respect to the Transition Services set forth on Schedule A, negotiate in good faith to effectuate further specify such services and (ii) more fully specify the pricing with respect to such Transition Services set forth on Schedule A on a basis consistent with the principles specified thereon. (b) In the event a service performed by Provider or an orderly transition Affiliate prior to the Closing is not included in the services listed in Schedule A, but is required for the conduct of the Services Business3 after the Closing (or any particular each an “Omitted Service”), Provider shall provide, or cause to be provided, such Omitted Service at Recipient’s written request in the same manner (in accordance with Section 4) as such Omitted Service was previously provided prior to the Closing Date. Such Omitted Service shall be provided for a goal fee calculated in the same manner as the cost of minimum interruption such Omitted Service was calculated and allocated to University, its students and its Educational Activitiesthe Business taken as a whole for purposes of the preparation of the Financial Statements. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) Any Omitted Service provided shall remain in effect during the thereafter be deemed “Transition Period, provided that University complies with the terms in Services” for all purposes of this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving and Schedule A shall be amended by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down reflect any such Omitted Services. (c) Recipient acknowledges that Provider may provide the Transition Services directly, through any of their relationship Affiliates or (subject to the restrictions set forth in this Agreement) through one or more third parties engaged by Provider to provide the Transition Services in accordance with the terms of this Agreement. (d) Subject to the provisions of Article 7, nothing in this Agreement shall require Provider to perform or cause to be performed any Transition Service if the provision of such Transition Service by Provider conflicts with or violates any applicable Law, any contract or agreement to which Provider is a party or the rights of any third party with respect thereto. If Provider becomes aware of any potential conflict or violation on the part of Provider, Provider may suspend or cease providing such Transition Service; provided that Provider uses commercially reasonable efforts to promptly advise Recipient in writing of such potential conflict or violation and effectuate an orderly transition of the Services, to cooperate in good faith with a goal of minimum interruption Recipient to University, its students and its Educational Activitiesimplement any alternative identified by Recipient that resolves such conflict or violation.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) by ProviderUpon the terms and subject to the conditions set forth in this Section 6.04, thencommencing immediately after the Closing, at University’s written election, Provider will continue providing the Services (or the applicable Service) for a period of up to two (2) years following the termination dateSeller shall provide, or cause one or more of its Subsidiaries to provide, to the Company and its Subsidiaries for use solely by the Company and its Subsidiaries and solely to the extent in connection with the operation of the Company’s and its Subsidiaries’ businesses, each of the services set forth on Schedule A attached hereto (b) by Universityindividually, thena “Transition Service”, at University’s written electionand collectively, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following the termination date (the post-termination services are referred to herein as the “Transition Services,” ”), at the corresponding costs set forth on Schedule A, and the applicable period during which Company and its Subsidiaries agrees to receive the Transition Services are provided is referred to herein as and pay the costs therefor during the time period specified for each such Transition Service in such Schedule (collectively, the “Service Periods”, and individually a “Service Period” for each Transition Period”Service). Notwithstanding Upon the foregoingexpiration of each applicable Service Period, if this Agreement or a Service is terminated as a result all obligations of University’s failure Seller and its Subsidiaries with respect to timely pay the provision of the applicable Services FeesTransition Service shall automatically and immediately terminate. Any Transition Service may be discontinued upon the mutual written consent of Parent and Seller, then if University desires and, in such case, Schedule A shall be deemed amended to receive reflect the agreement of Parent and Seller and to delete such Transition Services during Service as of the date of such discontinuation. All accrued and unpaid charges for any Transition Period, University must, prior Service hereunder shall be due and payable upon termination of such Transition Service pursuant to this Section 6.04 and shall be paid by Parent to Seller in accordance with this Section 6.04. (b) In providing the commencement of any Transition Services, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by UniversitySeller may, then acting reasonably, (i) if use the actual Services Fees exceed the estimated Services Fees, University will pay the difference within thirty (30) days after the expiration qualified personnel of the Transition PeriodSeller or any of its Subsidiaries, and (ii) employ the services of qualified third parties upon consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) (“Vendors”). Nothing in this Agreement shall require Seller or any of its Subsidiaries to perform or cause to be performed any Transition Service if the actual Services Fees are less than the estimated Services Feesprovision of such Transition Service by Seller, Provider will refund to University the difference within thirty (30) days after the expiration any of its Subsidiaries or any of its or their Vendors, including any of the Transition Period. The foregoing Persons’ employees or representatives, would conflict with or violate (i) any applicable Legal Requirement or (ii) any Contract to which Seller or any of its Subsidiaries is a party; provided, that Seller shall use commercially reasonable efforts to provide the applicable Transition Services will in a manner that avoids any such conflict or violations. Seller and its Subsidiaries shall not be provided at least at the same levels of quality and timeliness of performance as such Services were required to be provided prior to perform, or refrain from taking, any action that requires information or assistance from the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (Company or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood Subsidiaries that the licenses granted Company or such Subsidiary has failed to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by provide within a Party reasonable period of notice time after receipt of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational Activitieswritten request from Seller.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) by Provider, then, at University’s written election, Provider will continue providing Seller shall provide to Buyer all reasonable transition services needed to transition the Services business operations of the Product Line from Seller to Buyer (or the applicable Service) for a period of up to two (2) years following the termination date, or (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following the termination date (the post-termination services are referred to herein as the “"Transition Services,” "). Transition Services will be solely at the direction of the Buyer and may include (but not limited to) the applicable period during which services set forth on SCHEDULE 5.7. Except as otherwise noted on SCHEDULE 5.7, the Transition Services are provided is referred shall be of the type, kind, quality and amount, and at the level of use maintained by the Seller prior to herein and at the Closing Date. Seller hereby represents to Buyer that the Transition Services shall be performed in a manner of like kind, quality and care as performed by Seller for the “operation of the business of the Product Line prior to and at the Closing Date. In addition to the Transition Period”). Notwithstanding Services described on SCHEDULE 5.7, the foregoing, parties further agree that if additional transition services ("Additional Services") not contemplated by this Agreement should be required by Buyer, and Seller agrees to provide such services, then such Additional Services, as may be identified and at the price mutually agreed upon in writing by the parties, shall be provided to Buyer. Buyer and Seller shall document the inclusion in this Agreement of such Additional Services hereunder by an amendment, letter agreement, or memorandum signed by duly authorized representatives of both parties, referencing and incorporating (unless the parties agree otherwise in such document) this Agreement, as appropriate and agreed upon by the parties. Unless otherwise specifically agreed, Buyer may terminate any Transition Service or a Service is terminated as a result of University’s failure portion thereof at any time by giving written notice to timely pay the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University must, prior to the commencement of any Transition Services, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different Seller no less than the estimated Services Fees paid by University, then (i) if the actual Services Fees exceed the estimated Services Fees, University will pay the difference within thirty (30) days after before the expiration of the date Buyer wishes to terminate such Transition Period, and Service. (iib) if the actual Services Fees are less than the estimated Services Fees, Provider Buyer will refund to University the difference within thirty (30) days after the expiration of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance as such Services were required to be provided prior to the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term pay Seller for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational Activitiesas set forth on SCHEDULE 5.7.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) by ProviderUpon the terms and conditions set forth in this Section, then, at University’s written election, Provider will continue providing Seller agrees to provide to Buyer the services described on Schedule 6.9 (the "Transition Services"). (b) Seller agrees to provide to Buyer the Transition Services (or the applicable Service) for a period of up to two commencing on the Closing Date and ending ninety (290) years following days after the termination date, or (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following the termination date Closing (the post-termination "Transition Period"), so long as providing such services are referred will not unreasonably interfere with or adversely affect any other operations of Seller or materially affect any employee's other duties to herein as Seller. During the “Transition Period, Seller shall use its reasonable best efforts to provide the Transition Services,” , including (i) making available to Buyer at Buyer's request and expense the services of Seller's professional service providers and the applicable period efforts of such providers to assist in the transition of such services to Buyer's professional service providers (except Buyer acknowledges that Seller shall not be liable to Buyer in the event any third party service provider refuses to do so notwithstanding Seller's reasonable best efforts) and (ii) using its reasonable best efforts to retain all employees reasonably necessary to effectively perform the Transition Services. (c) During the Transition Period, Buyer shall have full time access during which normal business hours to the Mueller's brand marketing group for purposes of consulti▇▇ ▇▇▇▇ ▇uyer on matters related to the transition of the Business. (d) Buyer acknowledges that it is responsible for the operation of the Business after the Closing and the Transition Services are provided is referred intended to herein as provide support and assistance to Buyer in the “Transition Period”transition of the Business from Seller to Buyer. In no circumstance shall Seller be required to operate the Business in any fashion after the Closing, it being understood that Seller shall merely provide support and assistance in accordance with the terms of this Section. (e) Buyer shall be responsible for making adequate arrangements to allow it to operate the Business after Closing, including, without limitation, hiring all personnel necessary to allow it to operate the Business after Closing (including, without limitation, management, and general and administrative personnel, sales persons and brokers). Notwithstanding , entering into agreements with third parties with respect to third party services deemed necessary by Buyer, providing adequate infrastructure and other support services and the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive like. (f) All requests for Transition Services during shall be addressed to Michael Lebo until such time as Seller designates any ot▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ appropriate contact. (g) Seller agrees that it shall perform the Transition PeriodServices with the degree of care, University mustskill and diligence with which it performs similar services for itself and its various divisions and subsidiaries, prior to the commencement of any Transition Servicesconsistent with past practice provided, (a) pay all outstanding Services Fees however that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for Seller makes no other representation or warranty regarding the Transition Period Services and hereby expressly disclaims any representation, warranty or other guarantee of the results of the operation of the Business after the Closing, including the level of post-Closing sales, profit margin and the like. (h) Seller shall provide the Transition Services for no additional compensation, except Buyer shall reimburse Seller up to $50 per employee per day for food and other expenses on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by Universitybasis, then (i) if the actual Services Fees exceed the estimated Services Fees, University will pay the difference within thirty (30) days after receipt of an invoice from Seller and all supporting documentation reasonably requested by Buyer. Buyer will arrange and pay directly for all travel and lodging expenses related to the expiration provision of the Transition Period, and (ii) if the actual Services Fees are less than the estimated Services Fees, Provider will refund to University the difference within thirty (30) days after the expiration of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance as such Services were required to be provided prior to the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational ActivitiesSeller's employees.

Transition Services. Except in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) The Seller and the Purchaser shall negotiate in good faith to finalize, within sixty (60) days following the date of this Agreement, the terms and conditions of a transition services agreement, including the service schedules thereto (the “Transition Services Agreement”), to be entered into by Providerthe Seller and the Purchaser as of the Closing, thenpursuant to which the Seller shall, at University’s written electionafter the Closing, Provider will continue providing provide, or cause to be provided, to the Business certain services that are currently provided by the Seller and its Affiliates to the Business. In the event the Seller and the Purchaser are unable to reach an agreement on a Transition Services Agreement, the Seller and the Purchaser shall enter into the Transition Services Agreement attached as Exhibit 5.06 hereto; provided, that (a) the fees payable by the Purchaser (or the applicable ServiceAcquired Companies) for a period any transition service shall not exceed Seller’s Cost for providing such service (for the avoidance of up to two (2) years following doubt, the termination date, or (b) fees payable by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) Purchaser for a period of up specific transition service may increase or decrease from time to six (6) months following the termination date (the post-termination services are referred to herein as the “Transition Services,” and the applicable period during which the Transition Services are provided is referred to herein as the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University must, prior time to the commencement of any Transition Services, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Paymentsextent Seller’s Cost for providing such services increases or decreases) and (b) pay the estimated Services Fees as reasonably determined by Provider for indemnification obligations of each of the Seller, on the one hand, or the Purchaser (or the Acquired Companies), on the other hand, under the Transition Period on a monthly basis in advance. If Services Agreement shall not exceed the actual Services Fees payable for aggregate amount of fees paid by the Purchaser (or the Acquired Companies) to the Seller pursuant to the Transition Period Services Agreement. To the Seller’s Knowledge, the services included in the Transition Services Agreement attached hereto as Exhibit 5.06 are different than all of the estimated Services Fees paid by University, then (i) additional services that would be required if the actual Services Fees exceed Acquired Companies were to continue to operate as subsidiaries of the estimated Services Fees, University will pay Seller during the difference within thirty (30) days after the expiration term of the Transition Period, and (ii) if the actual Services Fees are less than the estimated Services Fees, Provider will refund to University the difference within thirty (30) days after the expiration of the Transition Period. The Transition Services will be provided at least at Agreement in substantially the same levels of quality and timeliness of performance manner as such Services were required to be provided they operated immediately prior to the termination. In connection with a termination Closing. (b) For purposes of this Section 5.06 and the Transition Services Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service)“Seller’s Cost” means, with a goal of minimum interruption respect to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration provision of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational Activities.service:

Transition Services. Except Prior to the date of this Agreement, the Seller has provided the Buyer with a draft of a complete listing of any and all of the operational, financial, corporate, technical, software and support services that the Seller and its Affiliates provided to the Company and the Company Affiliates during the twelve (12) months prior to the date of this Agreement (such exhibit, the “Draft Services Exhibit” ). The monthly costs (which shall be presented on an aggregate basis by the Seller’s “Department” in the final Service Exhibit unless otherwise agreed by the parties) for the continuation of such services following the Closing, (a) in the case of a non-renewal of the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), (a) by Provider, then, at University’s written election, Provider will continue providing the Consistent Cost Services (or the applicable Service) for a period of up to two (2) years following the termination date, or (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following the termination date (the post-termination services are referred to herein as the “Transition Services,” and the applicable period during which defined in the Transition Services are provided is referred to herein as Agreement) (if any), shall be based on the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services during the Transition Period, University must, prior reasonably expected monthly cost to the commencement of Seller or its relevant Affiliate to provide the relevant service(s), plus (x) a fifteen (15%) percent markup for any Transition Servicesservices provided by the Indian Business or (y) a five (5%) percent markup for any other services), (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated for Fluctuating Cost Services Fees (as reasonably determined by Provider for defined in the Transition Period Services Agreement) (if any), shall be based on a monthly basis in advance. If the actual Services Fees payable cost in any given month, plus (x) a fifteen (15%) percent markup for any services provided by the Transition Period are different than Indian Business or (y) a five (5%) percent markup for any other services) (the estimated Services Fees paid by University, then “Pricing Principles” ). Within forty-five (i) if the actual Services Fees exceed the estimated Services Fees, University will pay the difference within thirty (3045) days after the expiration date of this Agreement, the Buyer will have the ability to amend the Draft Services Exhibit to (a) delete the services that the Buyer will not be using under the Transition Services Agreement following the Closing (it being understood and agreed that the Seller shall adjust the monthly fees to reflect such deletion in accordance with the Pricing Principles) and/or (b) modify the periods for the services specified therein (it being understood and agreed that no such transition services shall be provided for a period longer than (x) nine (9) months for any services provided by the Indian Business and (y) twelve (12) months for any other services) after the Closing Date, unless otherwise agreed between the parties hereto). Such Draft Service Exhibit, as amended by the Buyer in accordance with this Section 6.16 and with such monthly fees as agreed between the Buyer and the Seller in accordance with the Pricing Principles, will be the final Service Exhibit for purposes of the Transition Period, and (ii) if the actual Services Fees are less than the estimated Services Fees, Provider will refund to University the difference within thirty (30) days after the expiration of the Transition Period. The Transition Services will be provided at least Agreement executed at the same levels of quality and timeliness of performance as such Services were required to be provided prior to the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If this Agreement expires following the giving by a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational ActivitiesClosing.

Transition Services. Except in For a transition period to be determined by the case of a non-renewal of Company, which will not exceed three months (the Agreement under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable"Transition Period"), if this Agreement or any particular Service is terminated (regardless of the reason for such termination), , (a) CNET will provide reasonably sufficient space for the Company's and reasonable bandwidth, telecommunications equipment and technical personnel as necessary to host and maintain the servers for the Sites in a manner consistent with the manner in which such servers have been hosted and maintained by Provider, then, at University’s written election, Provider will continue providing the Services (or the applicable Service) for a period of up CNET to two (2) years following the termination date, or ; (b) In order to allow CNET to host and maintain the Sites, the Company will transmit the content of the Sites to CNET in accordance with CNET's reasonable instructions and specifications, which will not be materially more burdensome to the Company than those currently applicable to the Company or those that would be applicable if CNET were to retain its equity interest in the Company or those that apply to other services in which CNET has an interest; (c) CNET will provide human resources, accounting and other managerial support for the Sites and its operations equivalent in terms of quality, depth and scope to those currently being provided by UniversityCNET to the Company and those that would be provided if CNET were to retain its equity interest in the Company or those provided by CNET to other services in which it has an interest; and (d) CNET will provide reasonable consultation and assistance to the Company and its personnel, then, at University’s written election, Provider will continue providing as requested by the Services (or applicable Service) for a period of up to six (6) months following the termination date (the post-termination services are referred to herein as the “Transition Services,” and the applicable period during which the Transition Services are provided is referred to herein as the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure to timely pay the applicable Services Fees, then if University desires to receive Transition Services Company during the Transition Period, University must, prior to the commencement of any Transition Services, (a) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then facilitate (i) if the actual Services Fees exceed transition of hosting and maintenance responsibility for the estimated Services FeesSites to an external data center and (ii) the transition of the human resources, University accounting and other managerial support functions to the Company or its designee. The consultation and assistance required pursuant to this paragraph will pay include, without limitation, the difference within thirty (30) days after activities listed in SCHEDULE I. CNET will provide the expiration of services required by this Section 1.3 for no charge, other than the payments required under Section 2.1 below. Following the Transition Period, if requested by the Company, CNET will provide continued hosting and (ii) if the actual Services Fees are less than the estimated Services Fees, Provider will refund to University the difference within thirty (30) days after the expiration maintenance of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance Sites (as such Services were required to be provided prior described in paragraph (a) above) on commercially reasonable terms, no less favorable to the termination. In connection with a termination of Company than those afforded to other third parties for which CNET provides hosting and maintenance services, for an additional period requested by the AgreementCompany, University may, upon written notice up to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, six months; provided that University complies CNET will reasonably cooperate with the terms in this Agreement, including timely paying Company to extend said six month additional period should the Services Fees for the Transition Services. If this Agreement expires following the giving by Company request a Party of notice of non-renewal under Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) above, or is terminated by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination of the Initial Term or expiration of any Renewal Term, the Parties shall likewise work in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational Activitiesfurther extension.

Transition Services. Except in (i) Subject to the case terms and conditions of a non-renewal of the Agreement under this Section 6.2 (Non-Renewal of Initial Term or Any Renewal Term; Fee Payable) or an early termination of the Agreement by University under Section 6.3 (Early Termination of Initial Term; Fee Payable5(m), if this Agreement or any particular Service is terminated (regardless of the reason for such termination)Seller will, (a) by Provider, then, at University’s written election, Provider will continue providing the Services (or the applicable Service) for a period of up to two (2) years 120 days following the termination dateClosing, or provide to the Purchaser a continuation of those services that the Seller has provided to the Purchaser at any time since December 1, 2022 (b) by University, then, at University’s written election, Provider will continue providing the Services (or applicable Service) for a period of up to six (6) months following the termination date (the post-termination services are referred to herein as the “Transition Services,” ”), on the same terms and conditions (including cost) as previously provided between the Seller and the applicable period during which Purchaser; provided however, that: (1) the Seller shall have the right to make such changes to the Transition Services as are provided necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is referred a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be the Seller’s use of commercially reasonable efforts to herein as cause such third party to perform or re-perform the “Transition Period”). Notwithstanding the foregoing, if this Agreement or a Service is terminated as a result of University’s failure Services and/or to timely pay seek available remedies under the applicable Services FeesContract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, then if University desires or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to receive hire replacements for employees providing Transition Services during that resign, retire or are terminated; provided, however, that in such case, the Transition Period, University must, prior Seller will use commercially reasonable efforts to provide the commencement of any applicable Transition Services, . (aii) pay all outstanding Services Fees that are not subject to a good faith dispute by University pursuant to Section 5.2 (Delinquent Payments) and (b) pay The aggregate liability of Seller in connection with the estimated Services Fees as reasonably determined by Provider for the Transition Period on a monthly basis in advance. If the actual Services Fees payable for the Transition Period are different than the estimated Services Fees paid by University, then (i) if the actual Services Fees exceed the estimated Services Fees, University will pay the difference within thirty (30) days after the expiration performance of the Transition Period, and (ii) if Services shall not exceed the actual Services Fees are less than total fees actually paid or payable by the estimated Services Fees, Provider will refund Purchaser to University the difference within thirty (30) days after the expiration Seller in respect of the Transition Period. The Transition Services will be provided at least at the same levels of quality and timeliness of performance as such Services were required to be provided prior to the termination. In connection with a termination of the Agreement, University may, upon written notice to Provider, modify the specific Transition Services to be provided to a subset of the Services provided under this Agreement and, in any case, may reduce the term for the Transition Period to a lesser period. Following any termination, the Parties agree to work in good faith to effectuate an orderly transition of the Services (or any particular Service), with a goal of minimum interruption to University, its students and its Educational Activities. It is agreed and understood that the licenses granted to Provider in Section 10 (Intellectual Property Rights) shall remain in effect during the Transition Period, provided that University complies with the terms in this Agreement, including timely paying the Services Fees for the Transition Services. If Notwithstanding anything else in this Agreement expires following to the giving contrary, and solely with respect to the Transition Services, Seller shall not be liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the performance of the Transition Services, except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by a Party them in accordance with the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5(l) and to enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and ▇▇▇▇▇▇ further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and provisions of this Section 5(m). (iii) The Purchaser may terminate all or any portion of the Transition Services before the expiration of such 120-day period, by delivering written notice of non-renewal under such termination to the Seller. (iv) Nothing in this Section 6.2 (Non-Renewal of Initial Term 5(m) shall grant or Any Renewal Term; Fee Payable) abovetransfer any rights, title or is terminated interests in any Intellectual Property invented or created before, on or after the Closing by University following the giving by University of notice of termination under Section 6.3 (Early Termination of Initial Term; Fee Payable), then during the period between the giving of such notice of non-renewal or termination and the expiration or termination on behalf of the Initial Term Seller or expiration its Affiliates or otherwise controlled by or licensed to the Seller or its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the Purchaser by the Seller within 30 days after receipt thereof by wire transfer of any Renewal Term, immediately available funds to an account designated by the Parties shall likewise work Seller in good faith to wind down their relationship and effectuate an orderly transition of the Services, with a goal of minimum interruption to University, its students and its Educational Activitieswriting.