Subject to the terms and conditions of this Agreement, upon the request of either the Seller or the Buyer, each of the Parties hereto will do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably required or appropriate to carry out the transactions contemplated by this Agreement and the Ancillary Agreements. The Seller shall provide all cooperation reasonably requested by the Buyer in connection with any effort by the Buyer to establish, perfect, defend, or enforce its rights in or to the Acquired Assets, including executing further consistent assignments, transfers and releases, and causing its representatives and agents to provide good faith testimony by affidavit, declaration, deposition or other means. To the extent further transfer or assignment of any Acquired Asset is required, and the Seller has not executed and returned the form of assignment reasonably requested by the Buyer to the Seller within ten (10) Business Days of the delivery of such request to Seller at the address for notices set forth in this Agreement, then the Seller hereby irrevocably appoints the Buyer as its attorney-in-fact with the right, authority and ability to execute and enter into such assignment on behalf of the Seller. The Seller stipulates and agrees that such appointment is a right coupled with an interest and will survive the incapacity or unavailability of the Seller at any future time. No Seller will take any action that is designed or intended to have the effect of discouraging any lessor, licensor, supplier, distributor or customer of the Seller or other Person with whom the Seller has a relationship from maintaining the same relationship with the Buyer after the Closing as it maintained with the Seller prior to the Closing. The Seller shall, and shall cause their Affiliates and their respective Representatives and other agents to, cooperate and assist the Buyer with an orderly transition of the Business and Acquired Assets to the Buyer.