Representations and Warranties. In general, neither we nor Nuance made
any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may be required in connection with these transfers or assumptions, the value or freedom from any lien or other security
interest of any assets transferred, the absence of any defenses relating to any claim of either party or the legal sufficiency of any conveyance documents. Except as expressly set forth in the Separation and Distribution Agreement, all assets have
been transferred on an as-is, where-is basis.
Further Assurances. The parties will use reasonable best efforts to effect any transfers contemplated by the Separation
and Distribution Agreement that have not yet been consummated as promptly as practicable following the Spin-Off. In addition, the parties will use reasonable best efforts to effect any transfer or re-transfer of any asset or liability that was improperly transferred or retained as promptly as practicable following the Spin-Off.
Exchange of Information. We and Nuance agreed to provide each other with information reasonably necessary to comply with
reporting, disclosure, filing or other requirements of any national securities exchange or governmental authority, for use in judicial, regulatory, administrative and other proceedings and to satisfy audit, accounting, litigation and other similar
requests. We and Nuance also agreed to use reasonable best efforts to retain such information in accordance with our respective record retention policies as in effect on the date of the Separation and Distribution Agreement. Each party also agreed
to use its reasonable best efforts to assist the other with its financial reporting and audit obligations.
Release of
Claims. We and Nuance each agreed to release the other and its affiliates, successors and assigns, and all persons that prior to the Spin-Off have been the others shareholders,
directors, officers, members, agents and employees, and their respective heirs, executors, administrators, successors and assigns, from any claims against any of them that arise out of or relate to events, circumstances or actions occurring or
failing to occur or any conditions existing at or prior to the time of the Spin-Off. These releases are subject to exceptions set forth in the Separation and Distribution Agreement.
Indemnification. We and Nuance each agreed to indemnify the other and each of the others current, former and future
directors, officers and employees, and each of the heirs, administrators, executors, successors and assigns of any of them, against certain liabilities incurred in connection with the Spin-Off and
our and Nuances respective businesses. The amount of either Nuances or our indemnification obligations will be reduced by any insurance proceeds the party being indemnified receives. The Separation and Distribution Agreement also
specifies procedures regarding claims subject to indemnification.
Transition Services Agreement
We entered into a Transition Services Agreement pursuant to which Nuance is providing us, and we are providing Nuance, with certain specified services
for a limited time to help ensure an orderly transition following the Spin-Off. For a limited time after the Spin-Off, we may request that additional services
in the same functional categories as the specified services provided by Nuance to us so long as such additional services were provided historically by Nuance to our business. The services are generally intended to be provided for a period no longer
than twelve months following the Spin-Off, with a possibility to extend the term of each service up to an additional twelve months. Each party may terminate the agreement in its entirety in the event of a
material breach of the agreement by the other party that is not cured within a specified time period. Each recipient party may also terminate the services on an individual basis upon prior written notice to the party providing the service.
The service recipient is required to pay to the service provider a fee equal to the cost of service specified for each service, which is billed on a
monthly basis.
We agreed to indemnify and hold Nuance harmless from any damages to the extent arising out of Nuances provision of the
services unless such damages are the result of Nuances gross negligence, willful misconduct, breach of the agreement or violation of law in providing services. Additionally, Nuances liability is generally subject to a cap in the amount
of fees actually received by Nuance from us in connection with the provision of the services. We also generally indemnify Nuance for all liabilities to the extent arising out of Nuances provision of the services unless such liabilities are the
result of Nuances gross negligence, willful misconduct, breach of the agreement or violation of law in providing
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