All Filings Made. All filings (including UCC filings or other actions) necessary in any jurisdiction to give the Purchaser a first priority perfected ownership interest in the Related Receivables and the Other Conveyed Property, including the proceeds of the Related Receivables, shall have been made, given, taken or performed.

Claims-Made Forms. If any liability insurance required under the provisions of this [Schedule 5.17] is permitted to be written on a “claims made” basis, then such insurance shall include # a retroactive date (as such term is specified in each of such policies) that is no later than the Closing Date; and # each time any policy written on a “claims made” basis is not renewed or the retroactive date of such policy is to be changed, the Borrower shall obtain or cause to be obtained for each such policy or policies the broadest extended reporting period coverage, or “tail”, reasonably available in the commercial insurance market for each such policy or policies but in no event shall such extended reporting period or “tail” coverage be less than the greater of two (2) years or such other amount required under the Project Documents. In the alternative, the Borrower can meet the requirements of this [Section 1.2(f)] by obtaining “prior acts” coverage from a subsequent insurance carrier.

Tax Payments Made by the Mtron Group. If any Mtron Indemnified Party is required to make a payment to a Tax Authority for Taxes allocated to [[LGL:Organization]] under this Agreement, [[LGL:Organization]] will pay the amount of Taxes allocated to it to Mtron not later than the later of # five (5) Business Days after receiving notification requesting such amount, and # three (3) Business Days prior to the date such payment is required to be made to such Tax Authority.

Tax Payments Made by the LGL Group. If any LGL Indemnified Party is required to make a payment to a Tax Authority for Taxes allocated to Mtron under this Agreement, Mtron will pay the amount of Taxes allocated to it to LGL not later than the later of # five Business Days after receiving notification requesting such amount, and # one Business Day prior to the date such payment is required to be made to such Tax Authority.

Tax Payments Made by the Mtron Group. If any Mtron Indemnified Party is required to make a payment to a Tax Authority for Taxes allocated to LGL under this Agreement, LGL will pay the amount of Taxes allocated to it to Mtron not later than the later of # five (5) Business Days after receiving notification requesting such amount, and # three (3) Business Days prior to the date such payment is required to be made to such Tax Authority.

Works Made for Hire. Consultant agrees that the Company shall be the sole owner of all patents, patent rights, copyrights, trade secret rights, trademark rights and all other intellectual property or other rights in connection with Inventions related to the Services. Consultant further acknowledges and agrees that such Inventions related to the Services, including, without limitation, any computer programs, programming documentation and other works of authorship, are “works made for hire” for purposes of the Company’s rights under copyright laws. Consultant hereby assigns to the Company any and all rights, title and interest Consultant may have or acquire in such Inventions. If in the course of Consultant’s engagement with the Company, Consultant incorporates into a Company product, process or machine or a prior Invention or improvement not related to the Services that is owned by Consultant or in which Consultant has an interest, the Consultant will negotiate in good faith, a non-exclusive, royalty-free, irrevocable, perpetual, sublicensable, worldwide license to make, have made, modify, use, market, sell and distribute such prior Invention as part of or in connection with such product, process or machine. If in the course of Consultant’s engagement with the Company, Consultant incorporates into a Company product, process or machine a prior Invention or improvement related to the Services owned by Consultant or in which Consultant has an interest, Consultant agrees to assign and hereby does assign all rights and interest in the Invention to the Company.

Works Made for Hire. Executive recognizes that all Works and Trademarks conceived, created, or reduced to practice by Executive, alone or jointly with others, during employment shall to the fullest extent permissible by law be considered the Company’s sole and exclusive property and “works made for hire” as defined in the U.S. Copyright Laws for purposes of United States law and the law of any other country adhering to the “works made for hire” or similar notion or doctrine, and will be considered the Company’s property from the moment of creation or conception forward for all purposes without the need for any further action or agreement by me or the Company. If any such Works, Trademarks or portions thereof shall not be legally qualified as a works made for hire in the United States or elsewhere, or shall subsequently be held to not be a work made for hire or not the exclusive property of the Company, Executive hereby assigns to the Company all rights, title and interest, past, present and future, to such Works or Trademarks. Executive will not engage in any unauthorized publication or use of such Works or Trademarks, nor will Executive use same to compete with or otherwise cause damage to the business interests of the Company.

Limitation on Claims Made. Pursuant to [Section 7] of the Excess Agreement, the Excess Agreement is amended by mutual agreement of the Indemnitor and the Company with the approval of its Board of Directors. [Section 2(b)] of the Excess Agreement is amended and restated to provide as follows:

All right, title and interest in any and all writings, ideas, inventions, know-how, designs, improvements or other property created during Consultant’s consulting relationship relating in any way to the assets, business or operations of the Company, constituting copyrights, patents, trademarks, service marks and related rights or other forms of proprietary rights or information (regardless of whether any such copyrights, patents, trademarks and service marks or other rights have or may be registered) that are created, adapted or improved by Consultant (whether alone or in conjunction with any other person or employee), and all material created during Consultant’s consulting relationship that includes any of the foregoing (collectively, “Covered Material”), shall be owned by the Company and to the extent that it includes copyrightable subject matter, shall be deemed a work made for hire for the Company within the meaning of the United States Copyright Act of 1976 and for all other purposes. If any Covered Material is deemed not to be work made for hire, such Covered Material is hereby assigned by Consultant to the Company and Consultant shall not have or claim to have, under this Agreement or otherwise, any right, title or interest of any kind or nature whatsoever in such Covered Material.

All right, title and interest in any and all writings, ideas, inventions, know-how, designs, improvements or other property created during Consultant’s consulting relationship relating in any way to the assets, business or operations of the Company, constituting copyrights, patents, trademarks, service marks and related rights or other forms of proprietary rights or information (regardless of whether any such copyrights, patents, trademarks and service marks or other rights have or may be registered) that are created, adapted or improved by Consultant (whether alone or in conjunction with any other person or employee), and all material created during Consultant’s consulting relationship that includes any of the foregoing (collectively, “Covered Material”), shall be owned by the Company and to the extent that it includes copyrightable subject matter, shall be deemed a work made for hire for the Company within the meaning of the United States Copyright Act of 1976 and for all other purposes. If any Covered Material is deemed not to be work made for hire, such Covered Material is hereby assigned by Consultant to the Company and Consultant shall not have or claim to have, under this Agreement or otherwise, any right, title or interest of any kind or nature whatsoever in such Covered Material.