Common use of Transition Matters Clause in Contracts

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

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

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

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

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

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