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All such Taxes levied with respect to the Purchased Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between Toshiba and the Sellers based on the number of days of such taxable period included in the Pre-Closing Period and the number of days of such taxable period included in the Post-Closing Period.

The Sellers agree, prior to the Closing, (i) to operate the Purchased Assets in the ordinary course of business, and (ii) to maintain the Equipment in good operating condition, subject, only to ordinary wear and tear, each as consistent with the Sellers153 past practices, and (iii) to promptly inform Toshiba of any destruction, damage to or loss of any of the Purchased Assets that has resulted in a material reduction in the value of the Purchased Assets.

The term "" as used in this Agreement means any lien, pledge, hypothecation, security interest, claim, lease, charge, option, right of first refusal, transfer restriction, encumbrance or any other restriction or limitation whatsoever.

The term "" as used in this Agreement means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or other entity. It has not incurred and will not incur, directly or indirectly, any liability for brokerage or finders153 fees or agents153 commissions or any similar charges in connection with this Agreement or the Equipment Transactions [***]*.

To its knowledge, the current use and operation of such Equipment are in compliance in all material respects with all Applicable Laws.

Except as set forth on , it has not received any notice that the possession or operation of any such Equipment does not or did not comply with Applicable Law.

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