Ikanos Communications (IKAN)

10.2 Further Actions.

(a) From and after the Closing Date, each party hereto shall cooperate (and shall cause its Affiliates to cooperate) with the other party, and shall cause to be executed and delivered such documents and cause such other actions to be taken as the other party may reasonably request, for the purpose of evidencing and consummating the Transactions.

(b) The Purchaser: (i) acknowledges that certain of the Transferred Assets may inadvertently include or have incorporated into them certain other assets that are not part of the Transferred Assets (such as, by way of example only, information or software retained on a computer hard drive); (ii) agrees to promptly convey such other assets to the Seller, or dispose of such other assets, each in the manner reasonably requested by the Seller (provided that the Purchaser and the Seller shall jointly share any out-of-pocket costs or expenses associated with the foregoing); and (iii) agrees that, without the prior written consent of the Seller, neither it nor any of its Affiliates will use any of such other assets in any way whatsoever or disclose any information contained in such other assets or use such other assets for the benefit of the Purchaser or its Affiliates or any other third party (other than the Seller and its Affiliates).

(c) The Seller: (i) acknowledges that certain Transferred Assets may inadvertently not be transferred and delivered as of the Closing Date; (ii) agrees to promptly convey such assets to the Purchaser in the manner reasonably requested by the Purchaser (provided that the Purchaser and the Seller shall jointly share any out-of-pocket costs or expenses associated with the foregoing); and (iii) agrees that, without the prior written consent of the Purchaser, neither it nor any of its Affiliates will use any of such assets in any way whatsoever or disclose any information contained in such assets or use such assets for the benefit of the Seller or its Affiliates or any other third party (other than the Purchaser and its Affiliates).

(d) The Seller shall use its reasonable efforts to obtain all Seller Required Approvals not obtained on or before the Closing Date as promptly as practicable after the Closing Date; provided, however, that none of the Seller or the Purchaser nor any of their respective Affiliates shall be required to pay any consideration to obtain any Seller Required Approvals other than, in the case of any Seller Required Approval that is a consent relating to a contract, any de minimis fees, expenses or other consideration or other fees or expenses required to be paid pursuant to the express provisions of such contract, which consideration, fees or expenses shall be paid by the Seller.

VI-37

Table of Contents

(e) The Seller shall use its reasonable efforts to, at the Purchaser’s request and sole expense, assist the Purchaser in curing any defects in title for any of the Transferred Patents or Other Transferred Patents.

10.3 Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial By Jury. THE CORPORATE LAWS OF THE STATE OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. THE COMPANY AND THE INVESTOR HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN ORANGE COUNTY, CALIFORNIA OR SANTA CLARA COUNTY, CALIFORNIA (AS MUTUALLY AGREED BY THE PARTIES) FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR ANY INVESTOR HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR THE INVESTOR, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS) AND SUCH PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. Notwithstanding anything to the contrary herein, neither Party may commence any action or proceedings (other than temporary injunction) in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements unless such Party has used reasonable commercial efforts to negotiate and resolve the dispute with the other Party for 30 days. Each Party agrees that it will negotiate in good faith with the other Party through officers ranked Vice President or higher during such 30-day period in an effort to resolve any such dispute.

10.4 Notices. Any notice or other communication required or permitted to be delivered to either Party under this Agreement must be in writing and will be deemed properly delivered, given and received when delivered (by hand, certified mail, return receipt requested, by courier or express delivery service or by facsimile) to the Person at the address, or facsimile telephone number set forth beneath the name of such Party below (or to such other address or facsimile telephone number as such Party shall have specified in a written notice given to the other Party):

if to the Purchaser:

Ikanos Communications, Inc.

47669 Fremont Boulevard

Fremont, CA 94538

Attention: Mike Gulett, Chief Executive Officer

Facsimile: (408) 317-0454

with copies to:

Wilson Sonsini Goodrich & Rosati

Professional Corporation

One Market, Spear Tower, Suite 3300

San Francisco, CA 94105

Attention: Robert T. Ishii

Facsimile No.: (415) 947-2099

VI-38

Table of Contents

and:

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Attention: Christopher L. Kaufman

                  Michelle Bushore

Facsimile: (650) 463-2600

if to the Seller:

Conexant Systems, Inc.

4000 MacArthur Blvd. M/S E01-339

Newport Beach, CA 92660

Attention: General Counsel

Facsimile: (949) 483-5536

with a copy to:

O’Melveny & Myers LLP

610 Newport Center Drive

Newport Beach, CA 92660

Attention: J. Jay Herron

                  Andor D. Terner

Facsimile: (949) 823-6994

10.5 Public Announcements. Notwithstanding anything to the contrary contained herein, except as may be required by any Legal Requirement, each Party shall provide each other with a reasonable opportunity to review and to comment upon, and each Party shall specifically approve in advance, any press release or other public statement or filing relating to this Agreement or any of the Transactions.

10.6 Fees and Expenses. Except to the extent specifically provided otherwise herein, each Party hereto shall bear and pay all fees, costs and expenses that have been incurred or that will be incurred in the future by such party in connection with: (i) the negotiation, preparation and review of the Transactional Agreements and any other document and certificate related thereto; (ii) the preparation and submission of any filing or notice required be made or given by such party in connection with any of the Transactions; and (iii) the consummation and performance of the Transactions; provided, that the Parties shall share equally in the filing fee for any notification and Report Forms required to be filed with the Federal Trade Commission and Department of Justice under the HSR Act pursuant to this Agreement.

10.7 Books and Records. To the extent that any portion of the Books and Records is, at the Closing Date held by the Seller but physical possession of such Books and Records is not transferred on the Closing Date, the Seller shall be obligated to deliver that portion of the Books and Records only upon the request of the Purchaser, provided that the Seller will cooperate reasonably with the Purchaser at the Purchaser’s request to identify any such Books and Records held by the Seller. The Seller shall be entitled to retain copies of the Books and Records in its possession in accordance with its existing document retention policy for administrative, non-business purposes only; provided that such Books and Records shall be used solely for such purposes and shall be kept strictly confidential and not disclosed to any other person, except as may be required by Legal Requirement. The Seller shall not be obligated to retain such Books and Records beyond the period specified in the Seller’s existing document retention policies. Each party agrees that it will cooperate with and make available to the other party, during normal business hours, all Books and Records, information and employees (without substantial disruption of employment) retained and remaining in existence after the Closing which are necessary or useful in connection with any Tax inquiry, audit, investigation or dispute, any litigation or investigation or any other matter requiring any such Books and Records, information or employees for any reasonable business purpose.

VI-39

Table of Contents

The party requesting any such Books and Records, information or employees shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such Books and Records, information or employees.

10.2 Further Actions.

(a) From and after the Closing Date, each party hereto shall cooperate (and shall cause its Affiliates to cooperate) with the other party, and shall cause to be executed and delivered such documents and cause such other actions to be taken as the other party may reasonably request, for the purpose of evidencing and consummating the Transactions.

(b) The Purchaser: (i) acknowledges that certain of the Transferred Assets may inadvertently include or have incorporated into them certain other assets that are not part of the Transferred Assets (such as, by way of example only, information or software retained on a computer hard drive); (ii) agrees to promptly convey such other assets to the Seller, or dispose of such other assets, each in the manner reasonably requested by the Seller (provided that the Purchaser and the Seller shall jointly share any out-of-pocket costs or expenses associated with the foregoing); and (iii) agrees that, without the prior written consent of the Seller, neither it nor any of its Affiliates will use any of such other assets in any way whatsoever or disclose any information contained in such other assets or use such other assets for the benefit of the Purchaser or its Affiliates or any other third party (other than the Seller and its Affiliates).

(c) The Seller: (i) acknowledges that certain Transferred Assets may inadvertently not be transferred and delivered as of the Closing Date; (ii) agrees to promptly convey such assets to the Purchaser in the manner reasonably requested by the Purchaser (provided that the Purchaser and the Seller shall jointly share any out-of-pocket costs or expenses associated with the foregoing); and (iii) agrees that, without the prior written consent of the Purchaser, neither it nor any of its Affiliates will use any of such assets in any way whatsoever or disclose any information contained in such assets or use such assets for the benefit of the Seller or its Affiliates or any other third party (other than the Purchaser and its Affiliates).

(d) The Seller shall use its reasonable efforts to obtain all Seller Required Approvals not obtained on or before the Closing Date as promptly as practicable after the Closing Date; provided, however, that none of the Seller or the Purchaser nor any of their respective Affiliates shall be required to pay any consideration to obtain any Seller Required

48

Approvals other than, in the case of any Seller Required Approval that is a consent relating to a contract, any de minimis fees, expenses or other consideration or other fees or expenses required to be paid pursuant to the express provisions of such contract, which consideration, fees or expenses shall be paid by the Seller.

(e) The Seller shall use its reasonable efforts to, at the Purchaser’s request and sole expense, assist the Purchaser in curing any defects in title for any of the Transferred Patents or Other Transferred Patents.

10.3 Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial By Jury. THE CORPORATE LAWS OF THE STATE OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. THE COMPANY AND THE INVESTOR HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN ORANGE COUNTY, CALIFORNIA OR SANTA CLARA COUNTY, CALIFORNIA (AS MUTUALLY AGREED BY THE PARTIES) FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR ANY INVESTOR HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR THE INVESTOR, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS) AND SUCH PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. Notwithstanding anything to the contrary herein, neither Party may commence any action or proceedings (other than temporary injunction) in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements unless such Party has used reasonable commercial efforts to negotiate and resolve the dispute with the other Party for 30 days. Each Party agrees that it will negotiate in good faith with the other Party through officers ranked Vice President or higher during such 30-day period in an effort to resolve any such dispute.

10.4 Notices. Any notice or other communication required or permitted to be delivered to either Party under this Agreement must be in writing and will be deemed properly delivered, given and received when delivered (by hand, certified mail, return receipt requested, by courier or express delivery service or by facsimile) to the Person at the address, or facsimile telephone number set forth beneath the name of such Party below (or to such other address or

49

facsimile telephone number as such Party shall have specified in a written notice given to the other Party):

if to the Purchaser:

Ikanos Communications, Inc.

47669 Fremont Boulevard

Fremont, CA 94538

Attention: Mike Gulett, Chief Executive Officer

Facsimile: (408) 317-0454

with copies to:

Wilson Sonsini Goodrich & Rosati

Professional Corporation

One Market, Spear Tower, Suite 3300

San Francisco, CA 94105

Attention: Robert T. Ishii

Facsimile No.: (415) 947-2099

and:

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Attention: Christopher L. Kaufman

                  Michelle Bushore

Facsimile: (650) 463-2600

if to the Seller:

Conexant Systems, Inc.

4000 MacArthur Blvd. M/S E01-339

Newport Beach, CA 92660

Attention: General Counsel

Facsimile: (949) 483-5536

with a copy to:

O’Melveny & Myers LLP

610 Newport Center Drive

Newport Beach, CA 92660

Attention: J. Jay Herron

                  Andor D. Terner

Facsimile: (949) 823-6994

50

10.5 Public Announcements. Notwithstanding anything to the contrary contained herein, except as may be required by any Legal Requirement, each Party shall provide each other with a reasonable opportunity to review and to comment upon, and each Party shall specifically approve in advance, any press release or other public statement or filing relating to this Agreement or any of the Transactions.

10.6 Fees and Expenses. Except to the extent specifically provided otherwise herein, each Party hereto shall bear and pay all fees, costs and expenses that have been incurred or that will be incurred in the future by such party in connection with: (i) the negotiation, preparation and review of the Transactional Agreements and any other document and certificate related thereto; (ii) the preparation and submission of any filing or notice required be made or given by such party in connection with any of the Transactions; and (iii) the consummation and performance of the Transactions; provided, that the Parties shall share equally in the filing fee for any notification and Report Forms required to be filed with the Federal Trade Commission and Department of Justice under the HSR Act pursuant to this Agreement.

10.7 Books and Records. To the extent that any portion of the Books and Records is, at the Closing Date held by the Seller but physical possession of such Books and Records is not transferred on the Closing Date, the Seller shall be obligated to deliver that portion of the Books and Records only upon the request of the Purchaser, provided that the Seller will cooperate reasonably with the Purchaser at the Purchaser’s request to identify any such Books and Records held by the Seller. The Seller shall be entitled to retain copies of the Books and Records in its possession in accordance with its existing document retention policy for administrative, non-business purposes only; provided that such Books and Records shall be used solely for such purposes and shall be kept strictly confidential and not disclosed to any other person, except as may be required by Legal Requirement. The Seller shall not be obligated to retain such Books and Records beyond the period specified in the Seller’s existing document retention policies. Each party agrees that it will cooperate with and make available to the other party, during normal business hours, all Books and Records, information and employees (without substantial disruption of employment) retained and remaining in existence after the Closing which are necessary or useful in connection with any Tax inquiry, audit, investigation or dispute, any litigation or investigation or any other matter requiring any such Books and Records, information or employees for any reasonable business purpose. The party requesting any such Books and Records, information or employees shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such Books and Records, information or employees.

10.2 Further Actions.

(a) From and after the Closing Date, each party hereto shall cooperate (and shall cause its Affiliates to cooperate) with the other party, and shall cause to be executed and delivered such documents and cause such other actions to be taken as the other party may reasonably request, for the purpose of evidencing and consummating the Transactions.

(b) The Purchaser: (i) acknowledges that certain of the Transferred Assets may inadvertently include or have incorporated into them certain other assets that are not part of the Transferred Assets (such as, by way of example only, information or software retained on a computer hard drive); (ii) agrees to promptly convey such other assets to the Seller, or dispose of such other assets, each in the manner reasonably requested by the Seller (provided that the Purchaser and the Seller shall jointly share any out-of-pocket costs or expenses associated with the foregoing); and (iii) agrees that, without the prior written consent of the Seller, neither it nor any of its Affiliates will use any of such other assets in any way whatsoever or disclose any information contained in such other assets or use such other assets for the benefit of the Purchaser or its Affiliates or any other third party (other than the Seller and its Affiliates).

(c) The Seller: (i) acknowledges that certain Transferred Assets may inadvertently not be transferred and delivered as of the Closing Date; (ii) agrees to promptly convey such assets to the Purchaser in the manner reasonably requested by the Purchaser (provided that the Purchaser and the Seller shall jointly share any out-of-pocket costs or expenses associated with the foregoing); and (iii) agrees that, without the prior written consent of the Purchaser, neither it nor any of its Affiliates will use any of such assets in any way whatsoever or disclose any information contained in such assets or use such assets for the benefit of the Seller or its Affiliates or any other third party (other than the Purchaser and its Affiliates).

(d) The Seller shall use its reasonable efforts to obtain all Seller Required Approvals not obtained on or before the Closing Date as promptly as practicable after the Closing Date; provided, however, that none of the Seller or the Purchaser nor any of their respective Affiliates shall be required to pay any consideration to obtain any Seller Required

48

Approvals other than, in the case of any Seller Required Approval that is a consent relating to a contract, any de minimis fees, expenses or other consideration or other fees or expenses required to be paid pursuant to the express provisions of such contract, which consideration, fees or expenses shall be paid by the Seller.

(e) The Seller shall use its reasonable efforts to, at the Purchaser’s request and sole expense, assist the Purchaser in curing any defects in title for any of the Transferred Patents or Other Transferred Patents.

10.3 Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial By Jury. THE CORPORATE LAWS OF THE STATE OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. THE COMPANY AND THE INVESTOR HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN ORANGE COUNTY, CALIFORNIA OR SANTA CLARA COUNTY, CALIFORNIA (AS MUTUALLY AGREED BY THE PARTIES) FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR ANY INVESTOR HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR THE INVESTOR, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS) AND SUCH PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. Notwithstanding anything to the contrary herein, neither Party may commence any action or proceedings (other than temporary injunction) in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements unless such Party has used reasonable commercial efforts to negotiate and resolve the dispute with the other Party for 30 days. Each Party agrees that it will negotiate in good faith with the other Party through officers ranked Vice President or higher during such 30-day period in an effort to resolve any such dispute.

10.4 Notices. Any notice or other communication required or permitted to be delivered to either Party under this Agreement must be in writing and will be deemed properly delivered, given and received when delivered (by hand, certified mail, return receipt requested, by courier or express delivery service or by facsimile) to the Person at the address, or facsimile telephone number set forth beneath the name of such Party below (or to such other address or

49

facsimile telephone number as such Party shall have specified in a written notice given to the other Party):

if to the Purchaser:

Ikanos Communications, Inc.

47669 Fremont Boulevard

Fremont, CA 94538

Attention: Mike Gulett, Chief Executive Officer

Facsimile: (408) 317-0454

with copies to:

Wilson Sonsini Goodrich & Rosati

Professional Corporation

One Market, Spear Tower, Suite 3300

San Francisco, CA 94105

Attention: Robert T. Ishii

Facsimile No.: (415) 947-2099

and:

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Attention: Christopher L. Kaufman

                  Michelle Bushore

Facsimile: (650) 463-2600

if to the Seller:

Conexant Systems, Inc.

4000 MacArthur Blvd. M/S E01-339

Newport Beach, CA 92660

Attention: General Counsel

Facsimile: (949) 483-5536

with a copy to:

O’Melveny & Myers LLP

610 Newport Center Drive

Newport Beach, CA 92660

Attention: J. Jay Herron

                  Andor D. Terner

Facsimile: (949) 823-6994

50

10.5 Public Announcements. Notwithstanding anything to the contrary contained herein, except as may be required by any Legal Requirement, each Party shall provide each other with a reasonable opportunity to review and to comment upon, and each Party shall specifically approve in advance, any press release or other public statement or filing relating to this Agreement or any of the Transactions.

10.6 Fees and Expenses. Except to the extent specifically provided otherwise herein, each Party hereto shall bear and pay all fees, costs and expenses that have been incurred or that will be incurred in the future by such party in connection with: (i) the negotiation, preparation and review of the Transactional Agreements and any other document and certificate related thereto; (ii) the preparation and submission of any filing or notice required be made or given by such party in connection with any of the Transactions; and (iii) the consummation and performance of the Transactions; provided, that the Parties shall share equally in the filing fee for any notification and Report Forms required to be filed with the Federal Trade Commission and Department of Justice under the HSR Act pursuant to this Agreement.

10.7 Books and Records. To the extent that any portion of the Books and Records is, at the Closing Date held by the Seller but physical possession of such Books and Records is not transferred on the Closing Date, the Seller shall be obligated to deliver that portion of the Books and Records only upon the request of the Purchaser, provided that the Seller will cooperate reasonably with the Purchaser at the Purchaser’s request to identify any such Books and Records held by the Seller. The Seller shall be entitled to retain copies of the Books and Records in its possession in accordance with its existing document retention policy for administrative, non-business purposes only; provided that such Books and Records shall be used solely for such purposes and shall be kept strictly confidential and not disclosed to any other person, except as may be required by Legal Requirement. The Seller shall not be obligated to retain such Books and Records beyond the period specified in the Seller’s existing document retention policies. Each party agrees that it will cooperate with and make available to the other party, during normal business hours, all Books and Records, information and employees (without substantial disruption of employment) retained and remaining in existence after the Closing which are necessary or useful in connection with any Tax inquiry, audit, investigation or dispute, any litigation or investigation or any other matter requiring any such Books and Records, information or employees for any reasonable business purpose. The party requesting any such Books and Records, information or employees shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such Books and Records, information or employees.