Common use of Governmental Approvals and Consents Clause in Contracts

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the MJN Group of any MJN Assets would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the IPO, then, unless BMS shall otherwise mutually determine, the transfer or assignment to the MJN Group of such MJN Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereof. Notwithstanding the foregoing, such Asset shall be deemed an MJN Asset for purposes of determining whether any Liability is an MJN Liability. (c) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on the Separation Date, whether as a result of the provisions of Section 2.10(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN Asset, including possession, use, risk of loss, potential for gain and dominion, control and command over such Assets, are to inure from and after the Separation Date to the MJN Group. Notwithstanding the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in the BMS Group, in addition to any other rights and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefit. (d) If and when the Consents and Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material out-of-pocket administrative expenses, attorneys’ fees and recording or similar fees reasonably necessary to protect the value of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the MJN Corporation Group of any MJN Contributed Assets would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation Separation, the IPO, the DW Distribution or the IPOContribution, then, unless BMS the LLC and the Corporation shall otherwise mutually determine, the transfer or assignment to the MJN Corporation Group of such MJN Contributed Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets Contributed Asset shall not be a breach of the LLC's obligations of BMS pursuant to Section 2.01 hereof. Notwithstanding the foregoing, such Asset shall be deemed an MJN a Contributed Asset for purposes of determining whether any Liability is an MJN a Contributed Liability. (c) If the transfer or assignment of any MJN Assets Contributed Asset intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on the Separation Date, whether as a result of the provisions of Section 2.10(b2.09(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b2.11(b) by the Person to whom the MJN Contributed Asset was to be transferred, the Person in the BMS LLC Group retaining such Contributed Asset shall thereafter hold such Contributed Asset for the use and benefit insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS LLC Group retaining such MJN Contributed Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Contributed Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Contributed Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN Asset, Contributed Asset including possession, use, risk of loss, potential for gain and dominion, control and command over such Assets, are to inure from and after the Separation Date to the MJN Corporation Group. Notwithstanding the foregoing, if following a request from BMSthe LLC, MJN the Corporation fails to discharge any due and outstanding MJN Liability related to an MJN a Contributed Asset being held by a Person in the BMS LLC Group, or otherwise fails to reasonably assure BMS the LLC that such MJN Liability will be promptly discharged, then such Person in the BMS LLC Group, in addition to any other rights and remedies BMS the LLC may have hereunder, shall no longer be required to hold such MJN Contributed Asset for the benefit of MJN the Corporation and, subject to Section 2.10(d)2.09(d) below, may retain such MJN Contributed Asset for its own use and benefit. (d) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Contributed Asset pursuant to Section 2.10(b2.09(b), are obtained, the transfer of the applicable MJN Contributed Asset shall be effected in accordance with the terms of this Agreement; provided, however, that MJN the Corporation has satisfied its obligations pursuant to Section 2.12(b2.11(b). (e) The Person in the BMS LLC Group retaining an MJN a Contributed Asset due to the deferral of the transfer of such MJN Contributed Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Contributed Asset, other than non-material out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value of an MJN a Contributed Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts shall be promptly reimbursed by MJN or the Person in the MJN Corporation Group entitled to such MJN Contributed Asset.

Governmental Approvals and Consents. (a) To the extent that any of the Separation transactions contemplated by this Agreement or any Transaction Agreement requires any Governmental Approvals Approval or ConsentsConsent, the parties will use their commercially reasonable best efforts to obtain any such Governmental Approvals and ConsentsApproval or Consent. (b) If and to To the extent that the valid, complete and perfected any transfer or assignment of Assets or assumption of Liabilities contemplated by this Agreement or any Transaction Agreement is not consummated prior to the MJN Group Effective Time, the parties will use their reasonable best efforts to effect such transfers as promptly following the Effective Time as practicable. Nothing in this Agreement will be deemed to require the transfer of any MJN Assets would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the IPO, then, unless BMS shall otherwise mutually determine, assumption of any Liabilities that by their terms or operation of Law cannot be transferred. In the transfer or assignment to the MJN Group of such MJN Assets shall be automatically deemed deferred and event that any such purported transfer of Assets or assignment shall be null assumption of Liabilities is not consummated, from and void after the Effective Time until such time as all legal impediments are removed and such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereof. Notwithstanding the foregoing, such Asset shall be deemed an MJN Asset for purposes of determining whether any is transferred or such Liability is an MJN Liability. assumed (ci) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on the Separation Date, whether as a result of the provisions of Section 2.10(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group party retaining such Asset shall will thereafter hold such Asset for the use and benefit insofar as reasonably possible, of the Person party entitled thereto (at the expense of the Person party entitled thereto)) and (ii) the party intended to assume such Liability will pay or reimburse the party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability. In addition, the Person party retaining such Asset or Liability will, insofar as reasonably practicable and to the extent permitted by applicable Law, treat such Asset or Liability in the BMS Group retaining such MJN Asset shall ordinary course of business consistent with past practice and take such other actions as may be reasonably requested by the Person party entitled to whom such MJN Asset is or by the party intended to be transferred assume such Liability in order to place such Personparty, insofar as reasonably possiblepracticable, in the same position as if such MJN Asset or Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetAsset or Liability, including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such AssetsAsset or Liability, are to inure from and after the Separation Date Effective Time to the MJN Groupmember or members of the MII Group or the MVWC Group entitled to such Asset or intended to assume such Liability. Notwithstanding In furtherance of the foregoing, if following a request from BMSthe parties agree that, MJN fails as of the Effective Time, each party will be deemed to discharge any due have acquired beneficial ownership over all of the Assets, together with all rights and outstanding MJN Liability related privileges incident thereto, and will be deemed to an MJN Asset being held by a Person in have assumed all of the BMS GroupLiabilities, or otherwise fails to reasonably assure BMS and all duties, obligations and responsibilities incident thereto, that such MJN Liability will be promptly discharged, then such Person in party is entitled to acquire or intended to assume pursuant to the BMS Group, in addition to any other rights and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for terms of this Agreement or the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefitapplicable Transaction Agreement. (dc) If and when the Consents and Consents, Governmental ApprovalsApprovals and/or conditions, the absence or non-satisfaction of which caused the deferral of transfer or assignment of any MJN Asset or the deferral of the assumption of any Liability pursuant to Section 2.10(b), 2.2(b) are obtainedobtained or satisfied, the transfer or assumption of the applicable MJN Asset shall or Liability will be effected in accordance with and subject to the terms of this Agreement or the applicable Transaction Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (ed) The Person in the BMS Group party retaining an MJN any Asset or Liability due to the deferral of the transfer of such MJN Asset shall or the deferral of the assumption of such Liability pursuant to Section 2.2(b) or otherwise will not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced or agreed to be reimbursed by the Person entitled to the MJN Asset, other than non-material out-of-pocket administrative expenses, attorneys’ fees and recording or similar fees reasonably necessary to protect the value of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts shall be promptly reimbursed by MJN or the Person in the MJN Group party entitled to such MJN AssetAsset or the party intended to assume such Liability. The party retaining such Asset or Liability will use its reasonable best efforts to notify the party entitled to such Asset or intended to assume such Liability of the need for such expenditure. (e) The parties agree to treat, for all tax purposes, any Asset or Liability that is not transferred prior to the Effective Time and is subject to the provisions of Section 2.2(b) as owned by the member of the Group to which such Asset or Liability was intended to be transferred from and after the Effective Time, and the parties will not take any position inconsistent therewith unless otherwise required by applicable Law (in which case, the transferee Group will indemnify the transferring Group for any Taxes attributable to the Asset or Liability during the period beginning on day following the Effective Time and ending on the date of the actual transfer, provided, however, that any Taxes in respect of the actual transfer shall be paid by MII). (f) After the Effective Time, either party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other party (or any member of its Group). Accordingly, at all times after the Effective Time, each party authorizes the other party to receive and open all mail, packages and other communications received by such party, subject to the confidentiality provisions and restrictions in Section 7.8 and to the extent that they do not relate solely to the business of the receiving party, the receiving party will promptly deliver such mail, packages or other communications to the other party as provided for in Section 7.8. The provisions of this Section 2.2(f) are not intended to, and will not, be deemed to constitute an authorization by any party to permit the other to accept service of process on its behalf and no party is or will be deemed to be the agent of any other party for service of process purposes.

Governmental Approvals and Consents. (a) To the extent that the Separation Contribution requires any Governmental Approvals Authority approvals or Consentsconsents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals approvals and Consentsconsents. (b) If and to the extent that the valid, complete and perfected transfer or assignment conveyance to the MJN SeraNova Group of any MJN SeraNova Assets would be a violation of applicable laws or require any Consent consent or approval of a Governmental Approval Authority in connection with the Separation or the IPOContribution, then, unless BMS Intelligroup shall otherwise mutually determine, the transfer or assignment conveyance to the MJN SeraNova Group of such MJN SeraNova Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents consents or Governmental Approvals approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereof. Notwithstanding the foregoing, such Asset shall be deemed an MJN Asset for purposes of determining whether any Liability is an MJN Liabilityobtained. (c) If the transfer or assignment of any MJN Assets Asset intended to be transferred or assigned conveyed hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Closing Date, whether as a result of the provisions of Section 2.10(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the its use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN Asset, including possession, use, risk of loss, potential for gain and dominion, control and command over such Assets, are to inure from and after the Separation Date to the MJN Group. Notwithstanding the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in the BMS Group, in addition to any other rights and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefit.to (d) If and when the Consents and consents or approvals of a Governmental ApprovalsAuthority, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b)Asset, are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material out-of-pocket administrative expenses, attorneys’ fees and recording or similar fees reasonably necessary to protect the value of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts shall be promptly reimbursed by MJN Agreement or the Person in the MJN Group entitled to such MJN Assetapplicable Ancillary Agreement.

Governmental Approvals and Consents. (a) To If the extent that the Separation requires any Governmental Approvals transfer, assignment or Consents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the MJN Group assumption of any MJN Assets would be a violation of applicable laws Delayed Transfer Asset or require any Consent or Governmental Approval in connection with the Separation or the IPO, then, unless BMS shall otherwise mutually determine, the transfer or assignment to the MJN Group of such MJN Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereof. Notwithstanding the foregoing, such Asset shall be deemed an MJN Asset for purposes of determining whether any Delayed Transfer Liability is an MJN Liability. (c) If the transfer or assignment of any MJN Assets intended to be transferred transferred, assigned or assigned assumed hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Distribution Date, whether as a result of the provisions of Section 2.10(b2.01(c) or for any other reason, then, to then the extent permitted by applicable law and subject to compliance with Section 2.12(b) by the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group TWDC Entity retaining such Delayed Transfer Asset or such Delayed Transfer Liability shall thereafter hold such Delayed Transfer Asset or such Delayed Transfer Liability for the use and benefit benefit, insofar as reasonably possiblepracticable, of the Person entitled thereto Spinco (at the expense of the Person entitled theretoSpinco). In addition, the Person in the BMS Group such TWDC Entity retaining such MJN Delayed Transfer Asset or such Delayed Transfer Liability shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such PersonSpinco, insofar as reasonably possiblepracticable, in the same position as if such MJN Delayed Transfer Asset or such Delayed Transfer Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetDelayed Transfer Asset or such Delayed Transfer Liability, including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such AssetsAsset, are to inure inure, from and after the Separation Date Distribution Date, to the MJN GroupSpinco Entities. Notwithstanding To the foregoingextent permitted by Law and to the extent otherwise permissible in light of any Legal Impediment or required Consent and/or Governmental Approval, if following Spinco shall be entitled to, and shall be responsible for, the management and the benefits and burdens of any Delayed Transfer Asset or any Delayed Transfer Liability not yet transferred to or assumed by it as a request from BMS, MJN fails result of this Section 2.03(a) and the Parties agree to discharge any due use their respective reasonable efforts to cooperate and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in the BMS Group, in addition to any other rights and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefitcoordinate with respect thereto. (db) If and when the Legal Impediments and the Consents and and/or Governmental Approvals, Approvals (the failure to remove or the absence of which caused the deferral of the transfer or assumption of any MJN Business Asset or Business Liability pursuant to Section 2.10(b2.01(c)) are removed or obtained, are obtainedas the case may be, the transfer and assumption of the applicable MJN Business Asset or Business Liability shall be promptly effected in accordance with the terms of this Agreement; providedAgreement and/or the other applicable Transaction Agreements, however, that MJN has satisfied its obligations pursuant to Section 2.12(b)without the payment of additional consideration. (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material out-of-pocket administrative expenses, attorneys’ fees and recording or similar fees reasonably necessary to protect the value of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the MJN Eldercare Group of any MJN Eldercare Group Assets (or from the Eldercare Group of any Parent Group Assets) would be a violation of applicable laws Applicable Law or require any Consent or Governmental Approval in connection with the Restructuring, the Separation or the IPODistribution, then, unless BMS Parent and SpinCo shall otherwise mutually determine, the transfer or assignment to or from the MJN Eldercare Group of such MJN Eldercare Group Assets or Parent Group Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign obtained. The foregoing notwithstanding, any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereof. Notwithstanding the foregoing, such Asset shall be deemed an MJN Eldercare Group Asset or Parent Group Asset, as the case may be, for purposes of determining whether any Liability is an MJN Eldercare Group Liability or a Parent Group Liability. (cb) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Distribution Date, whether as a result of the provisions of Section 2.10(b2.6(a) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, to the extent permitted by Applicable Law and to the extent otherwise permissible in light of any required Consent and/or Governmental Approval, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetEldercare Group Assets or such Parent Group Assets, as the case may be, including possession, use, risk of loss, potential for gain gain, and dominion, control control, command, management and command over maintenance of such Assets, are to inure from and after the Separation Distribution Date to the MJN Group. Notwithstanding Eldercare Group or the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Parent Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly dischargedrespectively, then such Person in as the BMS Group, in addition to any other rights and remedies BMS case may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefitbe. (dc) If and when the Consents and or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.6(a), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (ed) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the MJN Wireless Group of any MJN Additional Wireless Group Assets (or from the Wireless Group of any Non-Wireless Group Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the IPODistribution, then, unless BMS Parent and Wireless shall otherwise mutually determine, the transfer or assignment to the MJN Group or from Wireless of such MJN Additional Wireless Group Assets or Non-Wireless Group Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, such any Asset allocated to the Wireless Group shall be deemed an MJN Additional Wireless Group Asset for purposes of determining whether any Liability is an MJN Additional Wireless Group Liability. (cb) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Redemption Date, whether as a result of the provisions of Section 2.10(b2.7(a) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetAdditional Wireless Group Assets (or such Non-Wireless Group Assets, as the case may be), including possession, use, risk of loss, potential for gain and dominion, control and command over such Assets, are to inure from and after the Separation Date to the MJN Group. Notwithstanding the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in the BMS Group, in addition to any other rights and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefit., (dc) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.7(a), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (ed) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable best efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the MJN Teradata Group of any MJN Teradata Assets (or from the Teradata Group of any Non-Teradata Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the IPODistribution, then, unless BMS NCR shall otherwise mutually determine, the transfer or assignment to or from the MJN Group Teradata Group, as the case may be, of such MJN Teradata Assets or Non-Teradata Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, such Asset shall be deemed an MJN a Teradata Asset for purposes of determining whether any Liability is an MJN a Teradata Liability. (c) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder hereunder, including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation DateEffective Time, whether as a result of the provisions of Section 2.10(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetTeradata Assets (or such Non-Teradata Assets, as the case may be), including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such Assets, are to inure from and after the Separation Date Effective Time to the MJN Teradata Group (or the NCR Group, as the case may be). Notwithstanding Without limiting the foregoing, if following a at the reasonable request from BMSand expense of the other party, MJN fails each of NCR and Teradata shall cooperate with the other to discharge enforce any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Group, rights or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in the BMS Group, in addition remedies it may have with respect to any other rights and remedies BMS may have hereunder, shall no longer be Asset the transfer of which is delayed or not completed whether as a result of a required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefitConsent and/or Governmental Approval or otherwise. (d) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To Each of Parent and the extent that the Separation requires any Governmental Approvals or Consents, the parties will Company shall use their commercially reasonable best efforts to obtain any such the Governmental Approvals and ConsentsConsents as set forth on Schedule 2.9(a) required to assign, transfer, convey and deliver the Company Assets to the Company and the Excluded Assets to Parent. (b) If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the MJN Company Group of any MJN Company Assets (or from the Company Group of any Excluded Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the IPODistribution, then, unless BMS Parent shall otherwise mutually determine, the transfer or assignment to or from the MJN Group Company Group, as the case may be, of such MJN Company Assets or Excluded Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void remain pending until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, such Asset shall be deemed an MJN a Company Asset for purposes of determining whether any Liability is an MJN a Company Liability. (c) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Distribution Date, whether as a result of the provisions of Section 2.10(b2.9(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetCompany Assets or such Excluded Assets, as the case may be, including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such Assets, are to inure from and after the Separation Distribution Date to the MJN Group. Notwithstanding Company Group or the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Parent Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in as the BMS Group, in addition to any other rights and remedies BMS case may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefitbe. (d) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.9(b), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset pursuant to Section 2.9(b) or otherwise, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment to Holdco (or the MJN Group applicable TWE Non-Broadband Member) of any MJN TWE Non-Broadband Assets (or from any TWE Non-Broadband Member of any Non-Transferred Assets held by such Member) would be a violation of applicable laws Laws or require any Consent or Governmental Approval in connection with the Separation or transactions contemplated by the IPORestructuring Agreement, then, unless BMS Holdco (in the case of a TWE Non-Broadband Asset) or TWE (in the case of a Non-Transferred Asset) shall otherwise mutually determine, the transfer or assignment to the MJN Group Holdco (or such TWE Non-Broadband Member) of such MJN TWE Non-Broadband Assets or from any TWE Non-Broadband Member of such Non-Transferred Asset shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer made or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, any such Delayed Transferred Asset or Delayed Non-Transferred Asset shall be deemed an MJN Asset of the TWE Non-Broadband Group or the TWE Broadband Group, respectively, for purposes of determining whether any Liability is an MJN a TWE Non-Broadband Liability or a TWE Broadband Liability, respectively. (cb) If the transfer or assignment of any MJN Assets Asset intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation DateClosing, whether as a result of the provisions of Section 2.10(b2.6(a) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN Asset, Assets including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such TWE Non-Broadband Asset or Non-Transferred Assets, are to inure from and after the Separation Date Closing to the MJN Group. Notwithstanding TWE Non-Broadband Group or the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS TWE Broadband Group, or respectively. To the extent permitted by Law and to the extent otherwise fails to reasonably assure BMS that such MJN Liability will be promptly dischargedpermissible in light of any required Consent and/or Governmental Approval, then such Person in the BMS TWE Non-Broadband Group, in addition to any other rights on the one hand, and remedies BMS may have hereunderthe TWE Broadband Group, on the other, shall no longer be required entitled to, and shall be responsible for, the management of any TWE Non-Broadband Assets or Non-Transferred Asset, as the case may be, not yet transferred to hold such MJN Asset for it as a result of this Section 2.6(b) and the benefit of MJN and, subject parties agree to Section 2.10(d), may retain such MJN Asset for its own use reasonable commercial efforts to cooperate and benefitcoordinate with respect thereto. (dc) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.6(a), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (ed) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment to AT&T Broadband of any AT&T Broadband Assets (or from the MJN AT&T Broadband Group of any MJN AT&T Communications Assets held by any member of such Group) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the IPODistribution, then, unless BMS shall otherwise mutually determine, then the transfer or assignment to or from the MJN Group AT&T Communications Group, as the case may be, of such MJN AT&T Broadband Assets or AT&T Communications Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, any such Transferred Asset shall be deemed an MJN Asset of the transferee AT&T Communications Group or the AT&T Broadband Group, as applicable, for purposes of determining whether any Liability is an MJN Liabilitya Liability of the AT&T Communications Group or the AT&T Broadband Group. (cb) If the transfer or assignment of any MJN Assets Asset intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Distribution Date, whether as a result of the provisions of Section 2.10(b2.07(a) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AT&T Broadband Asset (or such AT&T Communications Asset, as the case may be), including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such AssetsAsset, are to inure from and after the Separation Distribution Date to the MJN Group. Notwithstanding AT&T Broadband Group (or the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS AT&T Communications Group, or as the case may be). To the extent permitted by law and to the extent otherwise fails permissible in light of any required Consent and/or Governmental Approval, the AT&T Broadband Group shall be entitled to, and shall be responsible for, the management of any AT&T Broadband Asset not yet transferred to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in it as a result of this Section 2.07(b) and the BMS Group, in addition parties agree to any other rights use reasonable commercial efforts to cooperate and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefitcoordinate with respect thereto. (dc) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.07(a), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the other applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (ed) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To the extent that the Separation Contribution requires any Governmental Approvals or Consents, the parties will use their commercially reasonable best efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the MJN Avaya Group of any MJN Avaya Assets (or from the Avaya Group of any Non-Avaya Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation Contribution or the IPODistribution, then, unless BMS Lucent shall otherwise mutually determine, the transfer or assignment to or from the MJN Group Avaya Group, as the case may be, of such MJN Avaya Assets or Non-Avaya Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, such Asset shall be deemed an MJN Avaya Asset for purposes of determining whether any Liability is an MJN Avaya Liability. (c) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Distribution Date, whether as a result of the provisions of Section 2.10(b2.11(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetAvaya Assets (or such Non-Avaya Assets, as the case may be), including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such Assets, are to inure from and after the Separation Distribution Date to the MJN Group. Notwithstanding Avaya Group (or the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Lucent Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in as the BMS Group, in addition to any other rights and remedies BMS case may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(dbe), may retain such MJN Asset for its own use and benefit. (d) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.11(b), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To Each of Parent and the extent that the Separation requires any Governmental Approvals or Consents, the parties will Company shall use their commercially reasonable best efforts to obtain any such the Governmental Approvals and ConsentsConsents as set forth on SCHEDULE 2.9(A) required to assign, transfer, convey and deliver the Company Assets to the Company and the Excluded Assets to Parent. (b) If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the MJN Company Group of any MJN Company Assets (or from the Company Group of any Excluded Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation Separation, the IPO or the IPODistribution, then, unless BMS Parent shall otherwise mutually determine, the transfer or assignment to or from the MJN Group Company Group, as the case may be, of such MJN Company Assets or Excluded Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void remain pending until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, such Asset shall be deemed an MJN a Company Asset for purposes of determining whether any Liability is an MJN a Company Liability. (c) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Planhereunder, is not consummated on prior to or at the Separation Offerings Closing Date, whether as a result of the provisions of Section 2.10(b2.9(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetCompany Assets (or such Excluded Assets, as the case may be), including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such Assets, are to inure from and after the Separation Offerings Closing Date to the MJN Group. Notwithstanding Company Group (or the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Parent Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in as the BMS Group, in addition to any other rights and remedies BMS case may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(dbe), may retain such MJN Asset for its own use and benefit. (d) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.9(b), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material out-of-pocket administrative expenses, attorneys’ fees and recording or similar fees reasonably necessary to protect the value of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.necessary

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable best efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the MJN Lucent Group of any MJN Lucent Assets (or from the Lucent Group of any Non-Lucent Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation Separation, the IPO or the IPODistribution, then, unless BMS AT&T shall otherwise mutually determine, the transfer or assignment to or from the MJN Group Lucent Group, as the case may be, of such MJN Lucent Assets or Non-Lucent Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until 31 such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, such Asset shall be deemed an MJN Lucent Asset for purposes of determining whether any Liability is an MJN Lucent Liability. (c) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder hereunder, including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Closing Date, whether as a result of the provisions of Section 2.10(b2.12(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetLucent Assets (or such Non-Lucent Assets, as the case may be), including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such Assets, are to inure from and after the Separation Closing Date to the MJN Group. Notwithstanding Lucent Group (or the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS AT&T Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in as the BMS Group, in addition to any other rights and remedies BMS case may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(dbe), may retain such MJN Asset for its own use and benefit. (d) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.12(b), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially all reasonable efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the MJN Teledyne Technologies Group of any MJN Teledyne Technologies Assets (or from the Teledyne Technologies Group of any Non-Teledyne Technologies Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the IPOSeparation, then, unless BMS ATI shall otherwise mutually determine, the transfer or assignment to or from the MJN Group Teledyne Technologies Group, as the case may be, of such MJN Teledyne Technologies Assets or Non-Teledyne Technologies Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, such Asset shall be deemed an MJN a Teledyne Technologies Asset for purposes of determining whether any Liability is an MJN a Teledyne Technologies Liability. (c) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation DateEffective Time, whether as a result of the provisions of Section 2.10(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetTeledyne Technologies Assets (or such Non-Teledyne Technologies Assets, as the case may be), including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such Assets, are to inure from and after the Separation Date Effective Time to the MJN Group. Notwithstanding Teledyne Technologies Group (or the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS ATI Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in as the BMS Group, in addition to any other rights and remedies BMS case may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(dbe), may retain such MJN Asset for its own use and benefit. (d) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To If the extent that the Separation requires any Governmental Approvals transfer, assignment or Consents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the MJN Group assumption of any MJN Assets would be a violation of applicable laws Delayed Transfer Asset or require any Consent or Governmental Approval in connection with the Separation or the IPO, then, unless BMS shall otherwise mutually determine, the transfer or assignment to the MJN Group of such MJN Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereof. Notwithstanding the foregoing, such Asset shall be deemed an MJN Asset for purposes of determining whether any Delayed Transfer Liability is an MJN Liability. (c) If the transfer or assignment of any MJN Assets intended to be transferred transferred, assigned or assigned assumed hereunder including pursuant to the Non-U.S. Plan, is not consummated on the Separation Closing Date, whether as a result of the provisions of Section 2.10(b2.6(a) or for any other reason, then, to then the extent permitted by applicable law and subject to compliance with Section 2.12(b) by member of the Person to whom the MJN Asset was to be transferred, the Person in the BMS Sellers Group retaining such Delayed Transfer Asset or such Delayed Transfer Liability shall thereafter hold such Delayed Transfer Asset or such Delayed Transfer Liability for the use and benefit benefit, insofar as reasonably possiblepracticable, of the Person entitled thereto (at the expense of the Person entitled thereto)Buyer. In addition, the Person in member of the BMS Sellers Group retaining such MJN Delayed Transfer Asset or such Delayed Transfer Liability shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such PersonBuyer, insofar as reasonably possiblepracticable, in the same position as if such MJN Delayed Transfer Asset or such Delayed Transfer Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetDelayed Transfer Asset or such Delayed Transfer Liability, including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such AssetsAsset, are to inure from from, and after the Separation Closing Date to, Buyer. To the extent permitted by law and to the MJN Groupextent otherwise permissible in light of any Legal Impediment or required Consent and/or Governmental Approval, Buyer shall be entitled to, and shall be responsible for, the management and the benefits and burdens of any Delayed Transfer Asset or any Delayed Transfer Liability not yet transferred to or assumed by it as a result of Section 2.6(a) and the Parties agree to use their reasonable best efforts to cooperate and coordinate with respect thereto. Notwithstanding If and to the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Group, or otherwise fails to reasonably assure BMS extent that such MJN Liability will arrangement cannot be promptly dischargedmade, then Buyer shall not have any obligation with respect to such Person in Delayed Transfer Asset or Delayed Transfer Liability. Buyers and Sellers agree, and agree to cause their respective subsidiaries and Affiliates, to treat Buyer as the BMS Group, in addition to owner as of the Closing Date of any other rights Delayed Transfer Assets and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset any Delayed Transfer Liabilities for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefitall tax purposes. (db) If and when the Legal Impediments and the Consents and and/or Governmental Approvals, the failure to remove or the absence of which caused the deferral of the transfer or assumption of any MJN Asset or Assumed Liability pursuant to Section 2.10(b2.6(a), are removed or obtained, as the case may be, the transfer and assumption of the applicable MJN Asset or Assumed Liability shall be promptly effected in accordance with the terms of this Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b)without the payment of additional consideration. (ec) The Person in the BMS Group retaining an MJN Asset due Notwithstanding anything to the deferral of contrary herein, Buyer and Sellers agree, and agree to cause their respective subsidiaries and Affiliates, to use their reasonable best efforts to remove all Legal Impediments and obtain, before the transfer of such MJN Asset shall not be obligatedClosing Date, any Consent (other than Consents with respect to Leases) or Governmental Approval required in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material out-of-pocket administrative expenses, attorneys’ fees and recording or similar fees reasonably necessary to protect the value of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Assettransactions contemplated hereby.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the MJN Group MOD-PAC of any MJN Additional MOD-PAC Assets (or from MOD-PAC of any Non-MOD-PAC Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the IPODistribution, then, unless BMS Astronics and MOD-PAC shall otherwise mutually determine, the transfer or assignment to or from MOD-PAC, as the MJN Group case may be, of such MJN Additional MOD-PAC Assets or Non-MOD-PAC Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereof. Notwithstanding the foregoing, such Asset shall be deemed an MJN Asset for purposes of determining whether any Liability is an MJN Liabilityobtained. (cb) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Distribution Date, whether as a result of the provisions of Section 2.10(b2.6(a) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetAdditional MOD-PAC Assets (or such Non-MOD-PAC Assets, as the case may be), including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such Assets, are to inure from and after the Separation Distribution Date to MOD-PAC (or the MJN Group. Notwithstanding the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Astronics Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in as the BMS Group, in addition to any other rights and remedies BMS case may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(dbe), may retain such MJN Asset for its own use and benefit. (dc) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.6(a), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (ed) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, obligated in connection with the foregoing, foregoing to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To ▇▇ the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals and Consents. (b) . If and to the extent that the valid, complete and perfected transfer or assignment to the MJN Corporation Group of any MJN Contributed Assets would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation Separation, the IPO, the DW Distribution or the IPOContribution, then, unless BMS the LLC and the Corporation shall otherwise mutually determine, the transfer or assignment to the MJN Corporation Group of such MJN Contributed Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets Contributed Asset shall not be a breach of the LLC’s obligations of BMS pursuant to Section 2.01 hereof. Notwithstanding the foregoing, such Asset shall be deemed an MJN a Contributed Asset for purposes of determining whether any Liability is an MJN a Contributed Liability. (c) . If the transfer or assignment of any MJN Assets Contributed Asset intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on the Separation Date, whether as a result of the provisions of Section 2.10(b2.09(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b2.11(b) by the Person to whom the MJN Contributed Asset was to be transferred, the Person in the BMS LLC Group retaining such Contributed Asset shall thereafter hold such Contributed Asset for the use and benefit insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS LLC Group retaining such MJN Contributed Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Contributed Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Contributed Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN Asset, Contributed Asset including possession, use, risk of loss, potential for gain and dominion, control and command over such Assets, are to inure from and after the Separation Date to the MJN Corporation Group. Notwithstanding the foregoing, if following a request from BMSthe LLC, MJN the Corporation fails to discharge any due and outstanding MJN Liability related to an MJN a Contributed Asset being held by a Person in the BMS LLC Group, or otherwise fails to reasonably assure BMS the LLC that such MJN Liability will be promptly discharged, then such Person in the BMS LLC Group, in addition to any other rights and remedies BMS the LLC may have hereunder, shall no longer be required to hold such MJN Contributed Asset for the benefit of MJN the Corporation and, subject to Section 2.10(d)2.09(d) below, may retain such MJN Contributed Asset for its own use and benefit. (d) . If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Contributed Asset pursuant to Section 2.10(b2.09(b), are obtained, the transfer of the applicable MJN Contributed Asset shall be effected in accordance with the terms of this Agreement; provided, however, that MJN the Corporation has satisfied its obligations pursuant to Section 2.12(b2.11(b). (e) . The Person in the BMS LLC Group retaining an MJN a Contributed Asset due to the deferral of the transfer of such MJN Contributed Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Contributed Asset, other than non-material out-of-pocket administrative expenses, attorneys’ fees and recording or similar fees reasonably necessary to protect the value of an MJN a Contributed Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts shall be promptly reimbursed by MJN or the Person in the MJN Corporation Group entitled to such MJN Contributed Asset.

Governmental Approvals and Consents. (a) To Each of Parent and the extent that the Separation requires any Governmental Approvals or Consents, the parties will Company shall use their commercially reasonable best efforts to obtain any such the Governmental Approvals and ConsentsConsents as set forth on SCHEDULE 2.9(A) required to assign, transfer, convey and deliver the Company Assets to the Company and the Excluded Assets to Parent. (b) If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the MJN Company Group of any MJN Company Assets (or from the Company Group of any Excluded Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the IPODistribution, then, unless BMS Parent shall otherwise mutually determine, the transfer or assignment to or from the MJN Group Company Group, as the case may be, of such MJN Company Assets or Excluded Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void remain pending until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, such Asset shall be deemed an MJN a Company Asset for purposes of determining whether any Liability is an MJN a Company Liability. (c) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Distribution Date, whether as a result of the provisions of Section 2.10(b2.9(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetCompany Assets or such Excluded Assets, as the case may be, including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such Assets, are to inure from and after the Separation Distribution Date to the MJN Group. Notwithstanding Company Group or the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Parent Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in as the BMS Group, in addition to any other rights and remedies BMS case may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefitbe. (d) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.9(b), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset pursuant to Section 2.9(b) or otherwise, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment to AT&T Broadband of any AT&T Broadband Assets (or from the MJN AT&T Broadband Group of any MJN AT&T Communications Assets held by any member of such Group) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the IPODistribution, then, unless BMS shall otherwise mutually determine, then the transfer or assignment to or from the MJN Group AT&T Communications Group, as the case may be, of such MJN AT&T Broadband Assets or AT&T Communications Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, any such Transferred Asset shall be deemed an MJN Asset of the transferee AT&T Communications Group or the AT&T Broadband Group, as applicable, for purposes of determining whether any Liability is an MJN Liabilitya Liability of the AT&T Communications Group or the AT&T Broadband Group. (cb) If the transfer or assignment of any MJN Assets Asset intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Distribution Date, whether as a result of the provisions of Section 2.10(b2.07(a) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AT&T Broadband Asset (or such AT&T Communications Asset, as the case may be), including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such AssetsAsset, are to inure from and after the Separation Distribution Date to the MJN Group. Notwithstanding AT&T Broadband Group (or the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS AT&T Communications Group, or as the case may be). To the extent permitted by law and to the extent otherwise fails permissible in light of any required Consent and/or Governmental Approval, the AT&T Broadband Group shall be entitled to, and shall be responsible for, the management of any AT&T Broadband Asset not yet transferred to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in it as a result of this Section 2.07(b) and the BMS Group, in addition parties agree to any other rights use reasonable commercial efforts to cooperate and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefitcoordinate with respect thereto. (dc) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.07(a), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the other applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (ed) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the MJN Group Company of any MJN TWIC Broadband Assets would be a violation of applicable laws Laws or require any Consent or Governmental Approval in connection with the Separation or transactions contemplated by the IPO, Restructuring Agreement then, unless BMS Holdco shall otherwise mutually determine, the transfer or assignment to the MJN Group Company of such MJN TWIC Broadband Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer made or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed an MJN a TWIC Broadband Asset for purposes of determining whether any Liability is an MJN a TWIC Broadband Liability. (cb) If the transfer or assignment of any MJN Assets Asset intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation DateClosing, whether as a result of the provisions of Section 2.10(b2.6(a) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset then Holdco or its Subsidiary shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto Company or its Subsidiary (at the expense of the Person entitled theretoCompany). In addition, the Person in the BMS Group retaining such MJN Asset Holdco shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred Company in order to place such Personthe Company or its Subsidiary, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN Asset, Assets including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such AssetsAsset, are to inure from and after the Separation Date Closing to the MJN Company Group. Notwithstanding To the foregoingextent permitted by Law and to the extent otherwise permissible in light of any required Consent and/or Governmental Approval, if following the Company Group shall be entitled to, and shall be responsible for, the management of any TWIC Broadband Assets not yet transferred to it as a request from BMS, MJN fails result of this Section 2.6(b) and the parties agree to discharge any due use reasonable commercial efforts to cooperate and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in the BMS Group, in addition to any other rights and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefitcoordinate with respect thereto. (dc) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.6(a), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (ed) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset Holdco shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN AssetCompany, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN the Company. (e) At Closing, Holdco will deliver to the Company a list identifying, in reasonable detail and to Holdco's knowledge, the Delayed Transfer Assets and the Consents or the Person in the MJN Group entitled to such MJN AssetGovernmental Approvals required therefor.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Consents or Governmental Approvals or ConsentsApprovals, the parties will use their commercially reasonable best efforts to obtain any such Consents and Governmental Approvals and ConsentsApprovals. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the MJN Technologies Group of any MJN Technologies Assets would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the IPODistribution, then, unless BMS shall otherwise mutually determine, then the transfer or assignment to the MJN Technologies Group of such MJN Technologies Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, any such Asset shall be deemed an MJN a Technologies Asset for purposes of determining whether any Liability is an MJN a Technologies Liability. (c) If the transfer or assignment of any MJN Assets Technologies Asset intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on as of the Separation Effective Date, whether as a result of the provisions of Section 2.10(b2.9(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Technologies Asset shall thereafter hold such Technologies Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Technologies Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Technologies Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Technologies Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN Technologies Asset, including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such AssetsTechnologies Asset, are to inure from and after the Separation Effective Date to the MJN Technologies Group. Notwithstanding the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in the BMS Group, in addition to any other rights and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefit. (d) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Technologies Asset pursuant to Section 2.10(b2.9(b), are obtained, the transfer of the applicable MJN Technologies Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN a Technologies Asset due to the deferral of the transfer of such MJN Technologies Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Technologies Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Technologies Asset.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Transfer In Violation of Laws or Requiring Consent or Governmental Approvals or Consents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals and Consents. (b) Approval. If and to the extent that the valid, complete and perfected transfer transfer, assignment or assignment novation to the MJN Metavante Group of any MJN Metavante Assets and Metavante Liabilities would be a violation of applicable laws laws, violate any other obligations of any member of the Metavante Group or the M&I Group to any Governmental Authority or third party or require any Consent or Governmental Approval in connection with the Separation Separation, the IPO or the IPODistribution, then, unless BMS M&I shall otherwise mutually determine, the transfer transfer, assignment or assignment novation to the MJN Group Metavante Group, as the case may be, of such MJN Metavante Assets shall be automatically deemed deferred and any such purported transfer transfer, assignment or assignment novation shall be null and void until such time as all legal or other impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, such Asset shall still be deemed an MJN considered a Metavante Asset for purposes of determining whether any Liability is a Metavante Liability; provided, however, that if such legal or other impediments have not been removed or Consents or Governmental Approvals have not been obtained within one year of the Separation Date, the parties will use their reasonable efforts to achieve an MJN Liabilityalternative solution in accordance with the parties' intentions. (cb) Transfers Not Consummated on the Separation Date. If the transfer transfer, assignment or assignment novation of any MJN Assets intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on as of the Separation Date, whether as a result of the provisions of Section 2.10(b1.5(a) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetAssets, including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such Assets, are to inure from and after the Separation Date to the MJN Groupsuch Person. Notwithstanding the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in the BMS Group, in addition to any other rights and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefit. (d) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b1.5(a), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral Agreement and/or such other applicable express agreement of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material out-of-pocket administrative expenses, attorneys’ fees and recording or similar fees reasonably necessary to protect the value of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Assetparties.

Governmental Approvals and Consents. (a) To the extent that the Separation Contribution requires any Governmental Approvals Authority approvals or Consentsconsents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals approvals and Consentsconsents. (b) If and to the extent that the valid, complete and perfected transfer or assignment conveyance to the MJN SeraNova Group of any MJN SeraNova Assets would be a violation of applicable laws or require any Consent consent or approval of a Governmental Approval Authority in connection with the Separation or the IPOContribution, then, unless BMS Intelligroup shall otherwise mutually determine, the transfer or assignment conveyance to the MJN SeraNova Group of such MJN SeraNova Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents consents or Governmental Approvals approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereof. Notwithstanding the foregoing, such Asset shall be deemed an MJN Asset for purposes of determining whether any Liability is an MJN Liabilityobtained. (c) If the transfer or assignment of any MJN Assets Asset intended to be transferred or assigned conveyed hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Closing Date, whether as a result of the provisions of Section 2.10(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the its use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetSeraNova Assets, including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such Assets, are to inure from and after the Separation Closing Date to the MJN SeraNova Group. Notwithstanding the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in the BMS Group, in addition to any other rights and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefit. (d) If and when the Consents and consents or approvals of a Governmental ApprovalsAuthority, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b)Asset, are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material out-of-pocket administrative expenses, attorneys’ fees and recording or similar fees reasonably necessary to protect the value of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts shall be promptly reimbursed by MJN Agreement or the Person in the MJN Group entitled to such MJN Assetapplicable Ancillary Agreement.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the MJN Company (or the applicable Company Group Member) of any MJN TWIC Broadband Assets would be a violation of applicable laws Laws or require any Consent or Governmental Approval in connection with the Separation or transactions contemplated by the IPO, Restructuring Agreement then, unless BMS Holdco shall otherwise mutually determine, the transfer or assignment to the MJN Company (or such Company Group Member) of such MJN TWIC Broadband Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer made or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed an MJN a TWIC Broadband Asset for purposes of determining whether any Liability is an MJN a TWIC Broadband Liability. (cb) If the transfer or assignment of any MJN Assets Asset intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation DateClosing, whether as a result of the provisions of Section 2.10(b2.6(a) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset then Holdco or its Subsidiary shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto Company or its Subsidiary (at the expense of the Person entitled theretoCompany). In addition, the Person in the BMS Group retaining such MJN Asset Holdco shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred Company in order to place such Personthe Company or its Subsidiary, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN Asset, Assets including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such AssetsAsset, are to inure from and after the Separation Date Closing to the MJN Company Group. Notwithstanding To the foregoingextent permitted by Law and to the extent otherwise permissible in light of any required Consent and/or Governmental Approval, if following the Company Group shall be entitled to, and shall be responsible for, the management of any TWIC Broadband Assets not yet transferred to it as a request from BMS, MJN fails result of this Section 2.6(b) and the parties agree to discharge any due use reasonable commercial efforts to cooperate and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in the BMS Group, in addition to any other rights and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefitcoordinate with respect thereto. (dc) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.6(a), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (ed) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset Holdco shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN AssetCompany, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN the Company. (e) At Closing, Holdco will deliver to the Company a list identifying, in reasonable detail and to Holdco's knowledge, the Delayed Transfer Assets and the Consents or the Person in the MJN Group entitled to such MJN AssetGovernmental Approvals required therefor.

Governmental Approvals and Consents. (a) To the extent that the Separation Contribution requires any Governmental Approvals or Consents, the parties will use their commercially reasonable efforts to obtain such Governmental Approvals and Consents; provided, however, that neither Parent nor SentiSearch shall be obligated to contribute capital in any form to any entity in order to obtain such Governmental Approvals and Consents. (b) If and to the extent that the validany contribution, complete and perfected transfer or assignment to the MJN Group of any MJN Assets would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the IPO, then, unless BMS shall otherwise mutually determine, the transfer or assignment to the MJN Group of such MJN Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereof. Notwithstanding the foregoing, such Asset shall be deemed an MJN Asset for purposes of determining whether any Liability is an MJN Liability. (c) If the transfer or assignment of any MJN Assets Olfaction Asset intended to be contributed, transferred or assigned hereunder including pursuant or any assumption of any Olfaction Liability intended to the Non-U.S. Plan, be assumed by SentiSearch hereunder is not consummated on or prior to the Separation Date, whether as a result of the provisions of Section 2.10(b) or Distribution Date for any other reason, then, insofar as reasonably possible, (i) Parent shall and shall cause any of its Subsidiaries, as the case may be, to hold such Olfaction Asset for the use and benefit of SentiSearch entitled thereto and (ii) SentiSearch shall, or shall cause SentiSearch to, pay or reimburse Parent for all amounts paid or incurred in connection with such Olfaction Liability. In addition, Parent shall, insofar as reasonably possible and to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by the Person to whom the MJN Law, treat such Olfaction Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use ordinary course of business in accordance with past practice and benefit insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred SentiSearch in order to place such Person, insofar as reasonably possible, SentiSearch in the same position as if such MJN Olfaction Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN Olfaction Asset, including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such AssetsOlfaction Asset, are is to inure from and after the Separation Date to the MJN Group. Notwithstanding the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in the BMS Group, in addition to any other rights and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefit. (d) If and when the Consents and Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer effective date of such MJN Asset shall not be obligated, in connection with the foregoing, transfer to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material out-of-pocket administrative expenses, attorneys’ fees and recording or similar fees reasonably necessary to protect the value of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN AssetSentiSearch.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable best efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the MJN Lucent Group of any MJN Lucent Assets (or from the Lucent Group of any Non-Lucent Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation Separation, the IPO or the IPODistribution, then, unless BMS AT&T shall otherwise mutually determine, the transfer or assignment to or from the MJN Group Lucent Group, as the case may be, of such MJN Lucent Assets or Non-Lucent Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, such Asset shall be deemed an MJN Lucent Asset for purposes of determining whether any Liability is an MJN Lucent Liability. (c) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder hereunder, including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Closing Date, whether as a result of the provisions of Section 2.10(b2.12(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetLucent Assets (or such Non-Lucent Assets, as the case may be), including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such Assets, are to inure from and after the Separation Closing Date to the MJN Group. Notwithstanding Lucent Group (or the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS AT&T Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in as the BMS Group, in addition to any other rights and remedies BMS case may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(dbe), may retain such MJN Asset for its own use and benefit. (d) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.12(b), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable best efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the MJN Lucent Group of any MJN Lucent Assets (or from the Lucent Group of any Non-Lucent Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation Separation, the IPO or the IPODistribution, then, unless BMS AT&T shall otherwise mutually determine, the transfer or assignment to or from the MJN Group Lucent Group, as the case may be, of such MJN Lucent Assets or Non-Lucent Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereof. Notwithstanding the foregoing, such Asset shall be deemed an MJN Asset for purposes of determining whether any Liability is an MJN Liability.until (c) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder hereunder, including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Closing Date, whether as a result of the provisions of Section 2.10(b2.12(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetLucent Assets (or such Non-Lucent Assets, as the case may be), including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such Assets, are to inure from and after the Separation Closing Date to the MJN Group. Notwithstanding Lucent Group (or the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS AT&T Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in as the BMS Group, in addition to any other rights and remedies BMS case may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(dbe), may retain such MJN Asset for its own use and benefit. (d) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.12(b), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material reasonable out-of-pocket administrative expenses, attorneys’ ' fees and recording or similar fees reasonably necessary to protect the value fees, all of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts which shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.

Governmental Approvals and Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the parties will use their commercially reasonable best efforts to obtain any such Governmental Approvals and Consents. (b) If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the MJN Agere Group of any MJN Agere Assets (or from the Agere Group of any Non-Agere Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation Separation, the IPO or the IPODistribution, then, unless BMS Lucent shall otherwise mutually determine, the transfer or assignment to or from the MJN Group Agere Group, as the case may be, of such MJN Agere Assets or Non-Agere Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, such Asset shall be deemed an MJN Agere Asset for purposes of determining whether any Liability is an MJN Agere Liability. (c) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated on prior to or at the Separation Closing Date, whether as a result of the provisions of Section 2.10(b2.12(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN Asset, including possession, use, risk of loss, potential for gain and dominion, control and command over such Assets, are to inure from and after the Separation Date to the MJN Group. Notwithstanding the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in the BMS Group, in addition to any other rights and remedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and benefit. (d) If and when the Consents and Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material out-of-pocket administrative expenses, attorneys’ fees and recording or similar fees reasonably necessary to protect the value of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.may

Governmental Approvals and Consents. (a) To Each of Parent and the extent that the Separation requires any Governmental Approvals or Consents, the parties will Company shall use their commercially reasonable best efforts to obtain any such the Governmental Approvals and ConsentsConsents as set forth on SCHEDULE 2.9(a) required to assign, transfer, convey and deliver the Company Assets to the Company and the Excluded Assets to Parent. (b) If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the MJN Company Group of any MJN Company Assets (or from the Company Group of any Excluded Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation Separation, the IPO or the IPODistribution, then, unless BMS Parent shall otherwise mutually determine, the transfer or assignment to or from the MJN Group Company Group, as the case may be, of such MJN Company Assets or Excluded Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void remain pending until such time as all legal impediments are removed and and/or such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereofobtained. Notwithstanding the foregoing, such Asset shall be deemed an MJN a Company Asset for purposes of determining whether any Liability is an MJN a Company Liability. (c) If the transfer or assignment of any MJN Assets intended to be transferred or assigned hereunder including pursuant to the Non-U.S. Planhereunder, is not consummated on prior to or at the Separation Offerings Closing Date, whether as a result of the provisions of Section 2.10(b2.9(b) or for any other reason, then, to the extent permitted by applicable law and subject to compliance with Section 2.12(b) by then the Person to whom the MJN Asset was to be transferred, the Person in the BMS Group retaining such Asset shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person in the BMS Group retaining such MJN Asset shall take such other actions as may be reasonably requested by the Person to whom such MJN Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such MJN Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such MJN AssetCompany Assets (or such Excluded Assets, as the case may be), including possession, use, risk of loss, potential for gain gain, and dominion, control and command over such Assets, are to inure from and after the Separation Offerings Closing Date to the MJN Group. Notwithstanding Company Group (or the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the BMS Parent Group, or otherwise fails to reasonably assure BMS that such MJN Liability will be promptly discharged, then such Person in as the BMS Group, in addition to any other rights and remedies BMS case may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(dbe), may retain such MJN Asset for its own use and benefit. (d) If and when the Consents and and/or Governmental Approvals, the absence of which caused the deferral of transfer of any MJN Asset pursuant to Section 2.10(b2.9(b), are obtained, the transfer of the applicable MJN Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (e) The Person in the BMS Group retaining an MJN Asset due to the deferral of the transfer of such MJN Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material out-of-pocket administrative expenses, attorneys’ fees and recording or similar fees reasonably necessary to protect the value of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.necessary