Extract to table

All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the PSA

Accordingly, the assignment and transfer of the Membership Interests shall be effected by the execution and delivery of this Assignment, the books and records of the Company shall be updated to reflect Assignee as the sole member of the Company, and no endorsement or delivery of physical certificates is required

The allocation of Excluded Obligations between Assignor and Assignee shall be subject to the proration and working-capital true-up mechanism set forth in the PSA and in the proration schedule attached as Exhibit U to the PSA

Any amounts owed by one Party to the other as a result of such true-up shall be paid in accordance with the provisions of the PSA

Assignee hereby acknowledges and agrees that, upon the execution and delivery of this Assignment and effective as of the date hereof, Assignee shall become the sole member of the Company and shall thereupon succeed to and assume all rights, powers, privileges, duties, obligations, and liabilities of the sole member of the Company

Each Party shall bear its own costs and expenses in connection with the performance of its obligations under this Article 5, except as otherwise provided in the PSA