Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or transfer any Transferred right thereunder if an attempted or actual assignment, without the consent of a third party, would constitute a breach or in any way adversely affect the rights of Buyer or Seller thereunder. Seller will use reasonable best efforts to obtain, or cause to be obtained, on or prior to the Closing Date, the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. Buyer will cooperate with Seller, at no additional cost to Buyer, in such manner as may reasonably be requested in connection therewith. If such consent is not obtained on or prior to the ClosingClosing Date, Seller shall continue to use reasonable best efforts to obtain any such consent for a period of 90 days after the Closing Date, and in the event that any such consent is not obtained by the Closing Date, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement (a “Work-around”) under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations to the extent Buyer would have been responsible therefor if such consent had been obtained and to the extent Buyer or its Affiliates receive the applicable Buying Affiliate benefits thereof, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder. Notwithstanding the foregoing, and (ii) after the Closing, provisions of this Section 2.08 shall not apply to any Contracts that are subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate7.05.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, of such Purchased Asset or in any way adversely affect the rights of the Buyer or Seller thereunder. Seller will use commercially reasonable efforts (iibut without any payment of money by Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will diligently cooperate in good faith in the thirty-five (35) days after the Closing to arrive at a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing sub-leasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller's obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, extent the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred same represents an Excluded Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofthereof or in any way adversely affect the rights of Buyer, or Sellers thereunder. Sellers and Buyer will use their best efforts (iibut without any payment of money by Sellers or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Sellers thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Sellers' obligations, any and all rights of their rights Sellers against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the thereto. Sellers would will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Sellers under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, extent the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred same represents an Excluded Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof or in any way adversely affect the rights of Buyer or Seller thereunder. Seller and Buyer will use their best efforts (iibut without any payment of money by Seller or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Seller or Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller’s obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Seller and (ii) after Buyer shall, to the Closingextent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer and Seller, subject negotiate in good faith an adjustment in the consideration paid by Buyer for the Purchased Assets, to the extent not otherwise adjusted pursuant to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate2.06(b).

Assignment of Contracts and Rights. Notwithstanding Anything in this Agreement or any other provision of this Agreement Acquisition Document to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract which is to be an Assumed Contract or transfer any Transferred asset which is to be a Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom therefrom, if an attempted assignment or transfer thereof, without the consent of a third party theretothereto other than Seller, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective thereof or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (Purchaser or the applicable Buying Affiliate) thereto or Seller thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will Seller shall use their commercially reasonable efforts (but without the requirement of any payment of money by Seller) to obtain any the consent necessary of the other Persons for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may requestPurchaser. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate Purchaser would not in fact receive substantially all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), Purchaser shall cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing sub-leasing to the Buyer or the applicable Buying AffiliatePurchaser, or under which the Sellers Seller would enforce for the benefit of the Buyer or the applicable Buying Affiliate Purchaser, with Purchaser assuming Seller's obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller shall promptly pay to the Buyer or the applicable Buying Affiliate Purchaser when received all monies received by them under Seller in respect of any such Transferred Assumed Contract or Purchased Asset, claim, or transfer any claim or right or benefitany benefit arising thereunder, except to the extent the same represents an Excluded Asset. To the extent the benefits therefrom and obligations thereunder have been provided by alternative arrangements as provided above, the Contract shall be deemed an Assumed Contract and the asset shall be deemed a Purchased Asset, provided that Purchaser shall not be responsible for any Liabilities (i) arising out of a claim of breach of such Assumed Contract due to the establishment of the alternative arrangements, or (ii) after arising out of such Assumed Contract or Purchased Asset as a result of Seller's action without Purchaser's approval in a manner inconsistent with the Closing, subject alternative arrangements or Seller's failure to Section 5.05(d) act at Purchaser's reasonable direction in connection with performance under the Contract. To the extent the benefits therefrom and except as otherwise requested obligations thereunder have not been provided by Buyeralternative arrangements reasonably satisfactory to Purchaser, the Buyer Contract shall not be deemed an Assumed Contract and the Sellers asset shall continue not be deemed a Purchased Asset. Seller covenants not to use their commercially reasonable efforts use, or to obtain sell, assign or otherwise extend the benefits to any consent necessary for Person from any such consent, and, upon Contract or asset in a manner which is competitive with the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliateBusiness as owned and operated by Purchaser.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof to in any way adversely affect the rights of Buyer or Seller thereunder. Each of Seller and Buyer will use their commercially reasonable efforts (iibut without any payment of money by Seller or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Acquired Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers each of Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller’s obligations, any and all rights of their rights Seller against a third party associated with thereto. In the event such Transferred Assetbenefits and obligations have not been provided by alternative arrangements satisfactory to Buyer and Seller, claim, right or benefit (collectively, “Third Party Rights”), Seller and Buyer shall negotiate in good faith an adjustment in the Sellers would consideration paid by Buyer for the Acquired Assets. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Acquired Asset or any claim or right or benefit, and (ii) any benefit arising thereunder that relates to a period after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliateClosing Date.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any AFLIAC Transferred Asset or AFC Transferred Asset, as the case may be, or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted such assignment (i) would violate applicable Law relating to copyrights or transfer thereof, privacy of customer information or (ii) without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofof such AFLIAC Transferred Asset or AFC Transferred Asset or in any way adversely affect the rights of the Company or any Seller Retained Subsidiary thereunder. (b) Seller, (ii) would be ineffective or render the Company and FAFLIC will use their reasonable best efforts to obtain the consent of any third parties to the conveyance, transfer, assignment and delivery of any such AFC Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iiito any Seller Retained Subsidiary as FAFLIC may request; PROVIDED that any costs and expenses incurred in connection with obtaining any such consents shall be shared as provided in Section 12.03(b)(i) would in any way adversely affect the rights of the Buyer SPA. (or the applicable Buying Affiliatec) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d)Seller, the Sellers Company and FAFLIC will use their commercially reasonable best efforts to obtain the consent of any consent necessary for third parties to the conveyance, transfer, assignment and delivery of any such AFLIAC Transferred Asset or any claim or right or any benefit arising thereunder to the Company; PROVIDED that any costs and expenses incurred in connection with obtaining any such consents shall be shared as provided in Section 12.03(b)(i) of the SPA; and PROVIDED, FURTHER, that Seller shall give Buyer (or the applicable Buying Affiliate1) as the Buyer may request. reasonable advance notice if any such third-party consent is to be sought, and (2) a reasonable opportunity to participate in, and review, any written communication with any such third party. (d) If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer Company or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or a Seller Retained Subsidiary thereunder so that the Buyer Company or the applicable Buying Affiliate a Seller Retained Subsidiary, as applicable, would not in fact receive all such rights, (i) then Seller, the Sellers Company and the Buyer shall, subject to Section 5.05(d), FAFLIC will cooperate in a mutually agreeable arrangement under which the Buyer Company or the applicable Buying Affiliate woulda Seller Retained Subsidiary, in compliance with Lawas applicable, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to the Buyer Company or the applicable Buying Affiliatea Seller Retained Subsidiary, or under which the Sellers Company would enforce for the benefit of a Seller Retained Subsidiary, with such Seller Retained Subsidiary assuming the Buyer or the applicable Buying Affiliate Company's obligations, any and all rights of their rights the Company against a third party associated with such Transferred Asset, claim, right or benefit thereto and vice versa. (collectively, “Third Party Rights”), and the Sellers would e) The Company will promptly pay to the Buyer FAFLIC (or the applicable Buying Affiliate such other Seller Retained Subsidiary as FAFLIC may designate) when received all monies received by them the Company under any such AFC Transferred Asset, claim, Asset or any claim or right or benefit, any benefit arising thereunder; and Seller or its Affiliates will promptly pay to the Company (iior such other Person as the Company may designate) after the Closing, subject to Section 5.05(d) and except as otherwise requested when received all monies received by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain Seller or any consent necessary for of its Affiliates under any such consent, and, upon the receipt of such consent, will immediately transfer such AFLIAC Transferred Asset, claim, Asset or any claim or right or any benefit to Buyer or the applicable Buying Affiliatearising thereunder.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Contract or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom Governmental Permit if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) thereof or would be ineffective with respect to any party thereto. As to any such Contract or render Governmental Permit so designated in writing by the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d)Purchaser, the Sellers Seller and the Purchaser will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder prior to the Buyer Closing or as promptly as practicable after the Closing the consent of the other parties to such Contract or Governmental Permit or, alternatively, written confirmation from such parties reasonably satisfactory to the Purchaser that such consent is not required, it being understood that (i) neither the Seller, the Purchaser nor any of their respective Affiliates shall be required to pay money to any third party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party and (ii) to the applicable Buying Affiliate) as extent the Buyer may requestforegoing shall require any action by the Seller that would, or would continue to, affect the Business after the Closing, such action shall require the prior written consent of the Purchaser. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate Purchaser would not in fact receive all such rights, (i) the Sellers Purchaser and the Buyer shall, subject to Section 5.05(d), Seller shall cooperate in a mutually agreeable arrangement under pursuant to which the Buyer or the applicable Buying Affiliate would, in compliance with Law, Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, subcontracting or sublicensing or subleasing to the Buyer or the applicable Buying AffiliatePurchaser, or under pursuant to which the Sellers Seller would enforce for the benefit of the Buyer or Purchaser, with the applicable Buying Affiliate Purchaser assuming the Seller’s obligations and any and all rights of their rights the Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. The Seller shall promptly pay to the Buyer or the applicable Buying Affiliate Purchaser when received all monies received by them under the Seller with respect to any such Transferred Asset, claim, Assumed Contract or any claim or right or benefit, and (ii) any benefit arising thereunder relating to the period on or after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliateClosing Date.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof to in any way adversely affect the rights of Buyer or Seller thereunder. Each of Seller and Buyer will use their best efforts (iibut without any payment of money by Seller or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers each of Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller’s obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder. In such event, Seller and (ii) after Buyer shall, to the Closing, subject extent the benefits therefrom and obligations thereunder have not been provided by alternative arrangements satisfactory to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and Seller, negotiate in good faith an adjustment in the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary consideration paid by Buyer for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliatePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective of such Purchased Asset or render in any way adversely affect the Transferred rights of Buyer or Seller thereunder. Seller will use its reasonable best efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, Seller shall (iA) provide to Buyer the Sellers rights and the benefits of such Purchased Asset and, if so provided, Buyer shall, subject to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the benefits and shall assume the corresponding obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers would (B) Seller shall enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller's obligations and reasonable expenses, any and all rights of their rights Seller against a third party associated with thereto; PROVIDED that the parties agree that, upon Buyer's written notice to Seller, such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would Purchased Asset will be deemed an Excluded Asset hereunder if Buyer determines in its discretion that such enforcement is too costly. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliatearising thereunder.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof to in any way adversely affect the rights of Buyer or Seller (iithereunder. Each of Seller and Buyer will use their best efforts (but without any payment of money by Seller or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer Seller (or the applicable Buying Affiliate (as assignee of the applicable Sellerany predecssot) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers each of Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller’s obligations, any and all rights of their rights Seller (or any predecessor) against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller (or any predecessor) under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder. In such event, Seller, and (ii) after Buyer shall, to the Closing, subject extent the benefits therefrom and obligations thereunder have not been provided by alternative arrangements satisfactory to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and Seller, negotiate in good faith an adjustment in the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary consideration paid by Buyer for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliatePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement ---------------------------------- to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement Agreement to assign any claim, contract, license, lease, commitment, sale or transfer any Transferred Asset purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted transfer or assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach thereof or other contravention thereofin any way affect the rights of Buyer or of Seller thereunder. If such consent is not obtained, (ii) or if an attempted transfer, sublease or assignment thereof would be ineffective or render would affect the Transferred Asset rights of Seller thereunder so that Buyer would not in fact receive all such rights, Seller will cooperate with Buyer to the extent reasonably practicable to provide for Buyer the benefits under any such claims, contracts, licenses, leases, commitments, sales or purchase orders or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreementresulting therefrom, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers would enforce enforcement for the benefit of the Buyer or the applicable Buying Affiliate of any and all rights of their rights Seller against a third party associated thereto arising out of the breach or cancellation by such third party or otherwise, with such Transferred Assetcosts of litigation, claimif any, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested borne solely by Buyer, the ; Buyer and the Sellers shall continue cooperate fully with Seller to use their commercially reasonable efforts obtain such releases of Seller as Seller reasonably requests (it being understood that a failure to obtain any consent necessary for such release shall not be required hereby and shall not excuse Seller from its obligations hereunder); and any such consenttransfer, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right sublease or benefit assignment to Buyer by Seller of any property or property rights or any contract or Agreement which shall require the applicable Buying Affiliateconsent or approval of any third party, shall be made subject to such consent or approval being obtained.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, this Agreement shall not constitute an assignment or transfer, or agreement to assign or transfer transfer, any Transferred Asset contract or any claim or right or any benefit arising thereunder or resulting therefrom other arrangement included among the Acquired Assets if an attempted assignment or transfer thereof, without the consent of a necessary third party theretoparty, (i) would constitute a breach or other contravention thereofthereof or in any way adversely affect the rights of Buyer or Seller thereunder. Any assignment or transfer which requires such a consent shall be made subject to such consent being obtained and the Selling Parties shall use their commercially reasonable efforts to obtain such consents; and if a consent is not obtained, (ii) or if an assignment thereof would be ineffective as to Buyer, Seller and Buyer will enter into an arrangement reasonably acceptable to Buyer and Seller under which Buyer will obtain the benefits and assume and perform the obligations thereunder in accordance with this Agreement, whether by subcontract, sub-license or render sublease, and by which Seller would enforce such rights and/or agreements for the Transferred Asset benefit of Buyer. To the extent such an arrangement is effected, the Selling Parties shall promptly pay to Buyer all monies received by the Selling Parties under any Acquired Assets or any claim or right or any benefit arising thereunder void thereunder, except to the extent the same represents an Excluded Asset. The foregoing notwithstanding, nothing herein shall be deemed or voidableconstrued to cure or excuse any breach by the Selling Parties of any of their representations, or (iii) would in any way adversely affect warranties and covenants hereunder, and the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunderand remedies under this Section 2.3 shall be in addition to, and not in lieu of, any other such consent has not been obtained on rights or prior to the Closing. Subject to Section 5.05(d)remedies provided for under this Agreement or by operation of law; provided, the Sellers will use their commercially reasonable efforts to obtain however, that any consent necessary for the assignment damages or Losses claimed by Buyer in respect of any such Transferred Asset or breach shall be mitigated and offset by the benefits afforded by the implementation of any claim or right or any benefit arising thereunder arrangement entered into pursuant to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights foregoing provisions of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to this Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate2.3.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof or adversely affect in any material respect the rights of Buyer or Seller thereunder. Seller and Buyer will use their commercially reasonable efforts (iibut without any payment of money by Seller or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may reasonably request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume assume, to the extent provided under this Agreement, obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller's obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder. In such event, Seller and (ii) after Buyer shall, to the Closing, subject extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Section 5.05(d) and except as otherwise requested by Buyer, negotiate in good faith an adjustment in the consideration paid by Buyer and for the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliatePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Notwithstanding, anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof or in any way adversely affect the rights of Buyer or Seller thereunder. Seller and Foster agree to use their commercially reasonable best efforts (ii▇▇▇ ▇ithout any payment of money by Seller or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may reasonably request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller or Foster would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assum▇▇▇ ▇▇ller's obligations, any and all rights of their rights Seller or Foster against a third party associated with such Transferred Asset, claim, right thereto. Seller or benefit (collectively, “Third Party Rights”), and the Sellers would promptly Foster will pro▇▇▇▇▇ pay to the Buyer or the applicable Buying Affiliate when received all monies received by them rece▇▇▇▇ ▇y Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Seller, Foster and (ii) after Buyer shall, to the Closing, subject extent the benefits therefrom an▇ ▇▇▇▇gations thereunder have not been provided by alternate arrangements satisfactory to Section 5.05(d) and except as otherwise requested by Buyer, Seller and Foster, negotiate in good faith an adjustment in the considerat▇▇▇ ▇▇id by Buyer and for the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliatePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding anything in this Agreement or any other provision of this Agreement Transaction Document to the contrary, this Agreement shall not constitute an agreement to assign or transfer assignment of any Transferred Asset Assumed Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective thereof or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (that are sought to be assigned or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior transferred to the ClosingNewco pursuant to this Agreement. Subject to Section 5.05(d), the Sellers will Credence shall use their commercially reasonable its best efforts to obtain any the consent necessary of the appropriate persons for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) Newco as the Buyer Newco may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee Newco thereunder if there was an assignment, so that Newco would not receive all of the applicable Seller) thereto rights that should be transferred or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rightsassigned to Newco based on this Agreement, (i) the Sellers then Credence and the Buyer shall, subject to Section 5.05(d), Newco shall cooperate in a mutually agreeable arrangement until such Assumed Contract has expired or the consent of the other party or parties thereto to the assignment of such Assumed Contract to Newco has been obtained under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, Newco would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, Agreement (including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or arrangements under which the Sellers Credence would enforce for the benefit of the Buyer or the applicable Buying Affiliate Newco, with Newco assuming Credence’s obligations, any and all rights of their rights Credence against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”person thereto), and the Sellers would . Credence shall promptly pay to the Buyer or the applicable Buying Affiliate Newco, when received received, all monies received by them under Credence in respect of any such Transferred Asset, claim, Assumed Contract or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, extent the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred same represents an Excluded Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofthereof or in any way adversely affect the rights of Buyer, Parent or Seller thereunder. Parent, Seller and Buyer will use their commercially reasonable efforts (iibut without any payment of money by Parent, Seller or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Parent, Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Parent or Seller would enforce for the benefit of the Buyer, with Buyer assuming either Parent's or the applicable Buying Affiliate Seller's obligations, any and all rights of their rights Parent or Seller against a third party associated with such Transferred Assetthereto. Parent or Seller, claimas the case may be, right or benefit (collectively, “Third Party Rights”), and the Sellers would will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Parent or Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Parent, Seller and (ii) after Buyer shall, to the Closing, subject extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Section 5.05(d) and except as otherwise requested by Buyer, Parent and Seller, negotiate in good faith an adjustment in the consideration paid by Buyer for the Purchased Assets. (b) Notwithstanding any other provision of this Agreement, including the foregoing, subsection 2.05(a), the parties agree that with respect to the Contracts listed on Schedule 2.05(b) hereto the following shall apply: (i) Parent, Seller and Buyer shall use their reasonable commercial efforts to secure the consent of the third party customers on such Contracts to an assignment and assumption of the rights and obligations of Parent and Seller under such Contract which pertains to the Business to the Buyer and substantially in the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt form of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.Exhibit D hereto (each a "Special --------- Assignment"

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof to in any way adversely affect the rights of Buyer or any Seller thereunder. Sellers and Buyer will use their best efforts (iibut without any payment of money by Sellers or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or a Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Sellers' obligations, any and all rights of their rights Sellers against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the thereto. Sellers would will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them any Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliatearising thereunder.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof or in any way adversely affect the rights of Buyer or the Seller Parties party thereto thereunder. The Seller Parties and Buyer will use their best efforts (iibut without any required payment of money to such third parties by either the Seller Parties or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller Parties thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller Parties and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller Parties would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming such Seller Parties' obligations, any and all rights of their rights the Seller Parties against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Each Seller Entity will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them such Seller Entity under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closingextent the same represents an Excluded Asset. Notwithstanding the foregoing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, each Seller Entity will immediately transfer such Transferred Asset, claim, right or benefit promptly pay to Buyer or all payments received by such Seller Entity in accordance with the applicable Buying AffiliateSubcontract Agreement.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective thereof or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (Acquiror or the applicable Buying AffiliateAsset Sellers (as applicable) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Asset Sellers will use their commercially reasonable best efforts to obtain any the consent necessary for of the assignment of other parties to any such Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Buyer (or the applicable Buying Affiliate) Acquiror as the Buyer Acquiror may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate Asset Sellers (as assignee of the applicable Sellerapplicable) thereto or thereunder so that the Buyer or the applicable Buying Affiliate Acquiror would not in fact receive all such rights, (i) the Asset Sellers and the Buyer shallAcquiror will, subject without limiting the obligations of the parties pursuant to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, Acquiror would obtain at no additional cost to Acquiror the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit burden thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying AffiliateAcquiror, or under which the Asset Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate Acquiror any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”)thereto, and the Asset Sellers would promptly pay to the Buyer or the applicable Buying Affiliate Acquiror when received all monies received by them under any such Transferred Asset, claim, Asset or any claim or right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliatearising thereunder.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, this Agreement shall not constitute an agreement to assign any Purchased Contract or transfer any Transferred other Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofassignment, without the consent of a third party theretoparty, (i) would constitute a material breach or other material contravention thereof, (ii) would be ineffective of such Purchased Contract or render the Transferred Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way materially adversely affect the rights of the Buyer (under such Purchased Contract or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the ClosingPurchased Asset. Subject to Section 5.05(d), the Sellers The Parties will use their commercially reasonable efforts (but without the requirement of any payment of money or the provision of any other consideration by the Parties) to obtain the consent of the other parties to any consent necessary such Purchased Contract or Purchased Asset for the assignment of any such Transferred Purchased Contract or Purchased Asset or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If and, when such consent is not obtained prior obtained, Seller shall sell, convey, assign, transfer and deliver the applicable Purchased Contract or Purchased Asset to the ClosingBuyer in accordance with Section 2.1(a)). Unless and until such consent is obtained, or if an attempted transfer or assignment thereof would be ineffective or would materially adversely affect the rights of the Buyer under such Purchased Contract or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder Purchased Asset so that the Buyer or the applicable Buying Affiliate would not in fact receive all material rights under such rightsPurchased Contract or Purchased Asset, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), Parties will cooperate in a mutually agreeable an arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would substantially obtain the benefits and substantially assume the obligations and bear the economic burdens associated with under such Transferred Asset, claim, right Purchased Contract or benefit Purchased Asset in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce enforce, at the Buyer’s expense, for the benefit of the Buyer, with the Buyer or assuming at its expense the applicable Buying Affiliate Seller’s obligations, any and all rights of their rights the Seller against a any third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would party. The Seller Parties will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them the Seller Parties under any such Transferred Purchased Contract or Purchased Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer shall pay, defend, discharge and perform all Liabilities under such Purchased Contracts and Purchased Assets to the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliateextent required under Section 2.2(a).

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement Anything in the Transaction Documents to the contrarycontrary notwithstanding, this Agreement any Transaction Document shall not constitute an agreement to assign or transfer any Transferred Asset Group Company Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, of such Group Company Assets or in any way adversely affect the rights of Buyer or Seller thereunder. Seller and Buyer shall use their best efforts (iibut without any payment of money by Seller or Buyer) would be ineffective or render to obtain the Transferred Asset consent of such third parties to any such Group Company Assets or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), shall cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller’s obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller shall promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Group Company Assets or any claim or right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliatearising thereunder.

Assignment of Contracts and Rights. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof or in any way adversely affect the rights of Buyer or Seller thereunder. (iib) would be ineffective The Parties to this Agreement will use their best efforts (but without any payment of money by Seller or render Buyer) to obtain the Transferred consent of any other Person to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), Parties will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller’s obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit thereto. (collectively, “Third Party Rights”), and the Sellers would c) Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, including but not limited to, any payments in connection with any Accounts Receivable, except to the extent the same represents an Excluded Asset. In such event, Seller and (ii) after Buyer shall, to the Closing, subject extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and Seller, negotiate in good faith an adjustment in the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary consideration paid by Buyer for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliatePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to ---------------------------------- the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofthereof or in any way adversely affect the rights of Buyer or Seller thereunder Seller and Buyer will use their best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such consent is not obtained, (ii) or if an attempted assignment there would be ineffective or render would adversely affect the Transferred rights of Seller thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing, or subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior except to the Closingextent the same represents an Excluded Asset. Subject to Section 5.05(d)In such event, the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to the extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer and Seller, negotiate in good faith an adjustment in the consideration paid by Buyer for the Purchased Assets, to the extent not otherwise adjusted pursuant to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate2.08.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, (a) Nothing in this Agreement shall be construed as an attempt to assign, and Buyer shall not constitute assume any Liabilities with respect to, any Contract or Permit constituting a Transferred Asset, or any other Transferred Asset, that by Law is nonassignable, or that by its terms is nonassignable without the Consent of the other party or parties thereto to the extent such party or parties assert in writing that such assignment is a breach of such Contract or Permit, or as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an agreement incident of the assignments provided for by this Agreement. With respect to assign any Contract, Permit or transfer any other Transferred Asset or of the type described in the preceding sentence, and any claim or claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereoftherefrom, without promptly after the consent date hereof, to the extent required by the terms of a third party theretothe Contract, (i) would constitute a breach Permit or other contravention thereofTransferred Asset, (ii) would be ineffective or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will Seller shall use their commercially reasonable best efforts to obtain the written Consent of the other parties to any consent necessary such Contract, Permit or other Transferred Asset for the assignment thereof to Buyer in form and substance reasonably satisfactory to Buyer; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such Transferred Asset or any claim or right or any benefit arising thereunder to the Buyer consent. (or the applicable Buying Affiliateb) as the Buyer may request. If such consent Consent is not obtained with respect to any such Contract, Permit or other Transferred Asset prior to the Closing, in addition to any other remedy available to Buyer at law or if an attempted transfer in equity, at Seller’s expense, Seller shall, from and after the Closing, use reasonable best efforts to take all actions and do or assignment thereof would cause to be ineffective or would adversely affect done all such things as shall in the rights good faith judgment of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto its counsel be reasonably necessary or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, proper: (i) to ensure that the Sellers claims, rights and the Buyer shallbenefits with respect to such Contract, subject to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Permit or other Transferred Asset are preserved for Buyer or for the applicable Buying Affiliate wouldbenefit of Buyer (including by entering into a subcontracting or subleasing arrangement with Buyer, in compliance with Lawif permitted); and (ii) to facilitate receipt of, obtain the benefits and assume the obligations and bear the economic burdens associated with promptly pay to, Buyer all monies received by Seller under any such Contract, Permit or other Transferred Asset, Asset or any claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit arising thereunder not transferred to Buyer or the applicable Buying Affiliatepursuant to this Section 2.5.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Contract or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom Governmental Permit if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) thereof or would be ineffective with respect to any party thereto. As to any such Contract or render Governmental Permit so designated in writing by the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d)Purchaser, the Sellers and the Purchaser will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder prior to the Buyer Closing or as promptly as practicable after the Closing the consent of the other parties to such Contract or Governmental Permit or, alternatively, written confirmation from such parties reasonably satisfactory to the Purchaser that such consent is not required, it being understood that (i) neither the Sellers, the Purchaser nor any of their respective Affiliates shall be required to pay money to any third party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party and (ii) to the applicable Buying Affiliate) as extent the Buyer may requestforegoing shall require any action by AMI or Grass that would, or would continue to, affect the Business after the Closing, such action shall require the prior written consent of the Purchaser. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate Purchaser would not in fact receive all such rights, (i) the Sellers Purchaser and the Buyer shall, subject to Section 5.05(d), applicable Seller shall cooperate in a mutually agreeable arrangement under pursuant to which the Buyer or the applicable Buying Affiliate would, in compliance with Law, Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, subcontracting or sublicensing or subleasing to the Buyer or the applicable Buying AffiliatePurchaser, or under pursuant to which the Sellers such Seller would enforce for the benefit of the Buyer or Purchaser, with the applicable Buying Affiliate Purchaser assuming such Seller’s obligations and any and all rights of their rights such Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Such Seller shall promptly pay to the Buyer or the applicable Buying Affiliate Purchaser when received all monies received by them under such Seller with respect to any such Transferred Asset, claim, Assumed Contract or any claim or right or benefit, and (ii) any benefit arising thereunder relating to the period on or after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliateClosing Date.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofthereof or in any way adversely affect the rights of Buyer or Seller thereunder. Prior and subsequent to Closing, Seller and Buyer will use their reasonable best efforts (iibut without any payment of money by Seller or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller's obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under Seller with respect to any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, extent the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred same represents an Excluded Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof or in any way adversely affect the rights of Buyer or Seller thereunder. Seller and Buyer will use commercially reasonable efforts (iibut without any payment of money by Seller or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may reasonably request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller's obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliatethereto.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of a third party theretoPerson, (i) would constitute a breach or other contravention thereof, of such Asset or in any way adversely affect the rights of Purchaser or Seller or its Affiliates thereunder. Seller and Purchaser will use their commercially reasonable efforts (iibut without any payment of money by any of them) would be ineffective or render to obtain the Transferred consent of such Persons in respect of any such Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereto to the Buyer Purchaser (or the applicable Buying Affiliatea Purchasing Subsidiary designated by Purchaser) as the Buyer Purchaser may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer Seller or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder its Affiliates hereunder so that the Buyer or the applicable Buying Affiliate Purchaser would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), Purchaser will cooperate in a mutually agreeable arrangement under pursuant to which the Buyer Purchaser (or the applicable Buying Affiliate would, in compliance with Law, a Purchasing Subsidiary designated by Purchaser) would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing or subleasing sub-leasing to the Buyer Purchaser (or the applicable Buying Affiliatea Purchasing Subsidiary designated by Purchaser), or under which the Sellers Seller or its Affiliates would enforce for the benefit of the Buyer Purchaser, with Purchaser assuming Seller’s or the applicable Buying Affiliate its Affiliates’ obligations, any and all rights of their rights Seller or its Affiliates against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate Purchaser when received all monies received by them Seller or its Affiliates under any such Transferred Asset, claim, Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after the Closing, subject to Section 5.05(d) Seller and except as otherwise requested by Buyer, the Buyer and the Sellers Purchaser shall continue to cooperate and use their all commercially reasonable efforts to obtain any such consent necessary for any and to provide Purchaser with all such rights shall continue to use all reasonable efforts to obtain such consent. Nothing in this Section 5.9 shall affect Purchaser’s other rights under this Agreement and shall not affect the conditions to Purchaser’s obligation to close. The provisions of this Section 5.9 shall not limit, and, upon modify or otherwise affect any representation or warranty of the receipt of such consent, will immediately transfer such Transferred Asset, claim, right Selling Subsidiaries or benefit to Buyer or the applicable Buying AffiliateSeller under this Agreement.

Assignment of Contracts and Rights. Notwithstanding Other than the Acquired Contracts, Buyer assumes no rights or responsibilities for any contracts, agreements, commitments, obligations, liabilities or any other provision duties of Seller except as specifically set forth in Schedule 3.1(d) or elsewhere in this Agreement agreement. Notwithstanding anything to the contrarycontrary in this Agreement, this Agreement shall not constitute an agreement to assign any Governmental Authorization or transfer any Transferred Asset instrument, contract, lease, permit or other arrangement included among the Acquired Assets or Acquired Contracts, or any claim or right or any benefit arising thereunder or resulting therefrom therefrom, if an attempted assignment or transfer thereof, without the consent of a necessary third party theretoparty, (i) would constitute a breach or other contravention thereofthereof or in any way adversely affect the rights of Buyer thereunder; any assignment or transfer which requires such a consent shall be made subject to such consent being obtained. Seller shall use its best efforts at all times (before and after Closing, (iias applicable) to obtain required consents to assignment of the Acquired Contracts; and if a consent is not obtained, or if an assignment thereof would be ineffective as to Buyer, Seller and Buyer will enter into an arrangement acceptable to Buyer under which Buyer will obtain the benefits and assume the obligations thereunder in accordance with this Agreement, whether by subcontract, sub-license or render sublease, and by which Seller would enforce such rights and/or agreements for the Transferred Asset benefit of Buyer. To the extent such an arrangement is effected, Seller shall promptly pay to Buyer all monies received by Seller under any Acquired Assets or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior except to the Closingextent the same represents an Excluded Asset. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for Seller acknowledges that the assignment of certain Acquired Contracts is material to this agreement. Nothing herein shall be deemed or construed to cure or excuse any such Transferred Asset breach by Seller or Buyer of any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingof its representations, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not warranties and covenants in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to and the Buyer or the applicable Buying Affiliate, or rights and remedies under which the Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”)this Section 2.3 shall be in addition to, and the Sellers would promptly pay to the Buyer not in lieu of, any other such rights or the applicable Buying Affiliate when received all monies received remedies provided for under this Agreement or by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt operation of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliatelaw.

Assignment of Contracts and Rights. Notwithstanding Seller, the Seller Subs and Buyer will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other provision of this Agreement parties to the contraryany contract, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) Seller, the Sellers Seller Subs and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which Seller and the Sellers Seller Subs, as the case may be, would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller's obligations, any and all rights of their rights Seller and the Seller Subs, as the case may be, against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller and the Seller Subs, as the case may be, under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, extent the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred same represents an Excluded Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred IVS Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof to in any way adversely affect the rights of SW or IVS thereunder. Each of IVS and SW will use their best efforts (iibut without any payment of money by IVS or SW) would be ineffective or render to obtain the Transferred consent of the other parties to any such IVS Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) SW as the Buyer SW may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or IVS thereunder so that the Buyer or the applicable Buying Affiliate SW would not in fact receive all such rights, (i) the Sellers IVS and the Buyer shall, subject to Section 5.05(d), SW will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, SW would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to the Buyer or the applicable Buying AffiliateSW, or under which the Sellers IVS would enforce for the benefit of the Buyer or the applicable Buying Affiliate SW, with SW assuming IVS's obligations, any and all rights of their rights IVS against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. IVS will promptly pay to the Buyer or the applicable Buying Affiliate SW, when received received, all monies received by them IVS under any such Transferred Asset, claim, IVS Asset or any claim or right or benefitany benefit arising thereunder. In such event, IVS and (ii) after SW shall, to the Closingextent the benefits therefrom and obligations thereunder have not been provided by alternative arrangements satisfactory to SW and IVS, subject to Section 5.05(d) and except as otherwise requested negotiate in good faith an adjustment in the consideration paid by Buyer, SW for the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliateIVS Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof or in any way adversely affect the rights of Buyer or any Seller Party thereto thereunder. Seller Parties and Buyer will use their commercially reasonable efforts (iibut without any payment of money by Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller Parties and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller Parties would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller’s obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, extent the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred same represents an Excluded Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofthereof or in any way adversely affect the rights of Buyer, Parent or Seller thereunder. Parent, Seller and Buyer will use their commercially reasonable efforts (iibut without any payment of money by Parent, Seller or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Parent, Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Parent or Seller would enforce for the benefit of the Buyer, with Buyer assuming either Parent's or the applicable Buying Affiliate Seller's obligations, any and all rights of their rights Parent or Seller against a third party associated with such Transferred Assetthereto. Parent or Seller, claimas the case may be, right or benefit (collectively, “Third Party Rights”), and the Sellers would will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Parent or Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Parent, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer, Parent and Seller, negotiate in good faith an adjustment in the consideration paid by Buyer for the Purchased Assets. (b) Notwithstanding any other provision of this Agreement, including the foregoing, subsection 2.05(a), the parties agree that with respect to the Contracts listed on Schedule 2.05(b) hereto the following shall apply: (i) Parent, Seller and Buyer shall use their reasonable commercial efforts to secure the consent of the third party customers on such Contracts to an assignment and assumption of the rights and obligations of Parent and Seller under such Contract which pertains to the Business to the Buyer substantially in the form of Exhibit D hereto (each a "Special Assignment"). Buyer shall be entitled to request such changes to the Special Assignment as it shall reasonably request after the Closing prior to acceptance of such Special Assignment by Buyer for purposes of this Section 2.05. (ii) Buyer shall retain $1,000,000 (the "Purchase Price Holdback") of the Cash Portion of the Purchase Price and deposit such amount into the Escrow Fund at Closing. The Purchase Price Holdback shall be released to Parent upon the assignment to Buyer of the Contracts listed on Schedule 2.05(b) hereto in such amounts and at such times as described following. (iii) When such of the Contracts listed on Schedule 2.05(b) have been assigned to Buyer such that the aggregate total "future billings" and "deferred reven▇▇▇" ▇▇ the amounts as listed on Schedule 2.05(b) (without subsequent adjustment) for all Contracts not yet assigned (such amounts being referred to as the "Measurement Amounts"), shall be less than $729,176, Parent shall be entitled to receive out of the Escrow Fund $1.37 for every $1.00 below such $729,176 to which the Measurement Amounts related to as yet unassigned Contracts shall drop (to the extent not previously paid as provided following and up to a total amount of payments as shall equal the Purchase Price Holdback). Any Contract listed on Schedule 2.05(b) which has an expiration date after June 30, 2002, shall be deemed to have been assigned for all purposes under this Section 2.05 if Buyer and the Closingcustomer under such Contract shall have entered into a similar agreement or renewal of the Contract on terms not substantially less favorable than those of the Contract, subject whether or not a Special Assignment shall have been executed for such Contract. (iv) Such amounts of the Purchase Price Holdback as are required to be paid pursuant to the preceding clause shall be released from the Escrow Fund promptly following April 30 and May 31, 2002 as is determined based on the Contracts which have been assigned as of such dates. Promptly following June 30, 2002 such additional amounts as may be required to be paid based on the Contracts which have been assigned through and including June 30, 2002 shall be released from the Escrow Fund. The balance, if any, of the Purchase Price Holdback, which shall not be required to be released to Parent pursuant to this Section 5.05(d) 2.05 shall be released to Buyer and except as otherwise requested by Buyershall be a reduction in the Purchase Price. To the extent that the final Measurement Amounts related to unassigned Contracts shall exceed $729,176, in addition to retaining the Purchase Price Holdback, the Buyer and the Sellers shall continue be entitled to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliateindemnification as provided in Article VIII hereof.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective thereof or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer or Seller thereunder. Seller and Buyer will make a good faith effort (but without any payment of money by Seller or the applicable Buying AffiliateBuyer) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any the consent necessary for of the assignment of other parties to any such Transferred Acquired Asset or any claim or right or of any benefit arising thereunder for the assignment thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller's obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Acquired Asset or any claim or right or benefitany benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Seller and (ii) after Buyer shall, to the Closing, subject extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and Seller, negotiate in good faith an adjustment in the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary consideration paid by Buyer for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliateAcquired Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to ---------------------------------- the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement Agreement to assign any claim, contract, license, lease, commitment, sale or transfer any Transferred Asset purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted transfer or assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach thereof or other contravention thereofin any way affect the rights of Buyer or of Seller thereunder. If such consent is not obtained, (ii) or if an attempted transfer, sublease or assignment thereof would be ineffective or render would affect the Transferred Asset rights of Seller thereunder so that Buyer would not in fact receive all such rights, Seller will cooperate with Buyer to the extent reasonably practicable to provide for Buyer the benefits under any such claims, contracts, licenses, leases, commitments, sales or purchase orders or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreementresulting therefrom, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers would enforce enforcement for the benefit of the Buyer or the applicable Buying Affiliate of any and all rights of their rights Seller against a third party associated thereto arising out of the breach or cancellation by such third party or otherwise, with such Transferred Assetcosts of litigation, claimif any, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested borne solely by Buyer, the ; Buyer and the Sellers shall continue cooperate fully with Seller to use their commercially reasonable efforts obtain such releases of Seller as Seller reasonably requests (it being understood that a failure to obtain any consent necessary for such release shall not be required hereby and shall not excuse Seller from its obligations hereunder); and any such consenttransfer, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right sublease or benefit assignment to Buyer by Seller of any property or property rights or any contract or Agreement which shall require the applicable Buying Affiliateconsent or approval of any third party, shall be made subject to such consent or approval being obtained.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or otherwise sell, convey or transfer any Transferred Asset Acquired Asset, or to enter into any claim other agreement or right or any benefit arising thereunder or resulting therefrom arrangement with respect thereto, if an attempted assignment assignment, sale, conveyance or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party theretoparty, (i) would constitute a breach of, or other contravention thereofunder, (ii) would any agreement to which Seller is a party, be ineffective with respect to any third party or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way materially adversely affect the rights of Seller or Buyer thereunder. With respect to any such Acquired Asset (the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d"Deferred Asset"), promptly after the Sellers will date hereof, Seller shall use their commercially reasonable efforts efforts, with Buyer's reasonable assistance, to obtain the written consent of the other parties to any consent necessary such Deferred Asset for the assignment of any thereof to Buyer, or written confirmation from such Transferred Asset or any claim or right or any benefit arising thereunder parties reasonably satisfactory in form and substance to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If confirming that such consent is not required; provided that neither Seller nor Buyer shall be required to make any payments or agree to any material undertakings in connection therewith. (b) If the consent or confirmation is not obtained prior with respect to any such Deferred Asset, as among the Parties, Buyer shall obtain, to the Closingextent possible, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), cooperate in through a mutually agreeable subcontracting or subleasing arrangement under which or otherwise, and subject to applicable laws and regulations and the Buyer or terms of such Deferred Asset, the applicable Buying Affiliate wouldclaims, in compliance with Lawrights and benefits of Seller and, obtain to the benefits and extent possible, assume the obligations and bear the economic burdens associated with under such Transferred Asset, claim, right or benefit Deferred Asset in accordance with this Agreement, including subcontracting, sublicensing or subleasing to and Seller shall enforce at the Buyer or the applicable Buying Affiliate, or under which the Sellers would enforce request of and for the benefit of the Buyer, at Buyer's sole expense and with Buyer or the applicable Buying Affiliate assuming Seller's obligations, any and all claims, rights and benefits of their rights Seller against a any third party associated thereto arising from any such Deferred Asset (including the right to elect to terminate such Deferred Asset (as it may specifically relate to the Products) in accordance with the terms thereof upon the request of Buyer). (c) Until such Transferred Assettime as either (i) Buyer has been provided with a mutually agreeable subcontracting or subleasing arrangement pursuant to clause (b) above, or (ii) such Deferred Asset has been transferred to Buyer pursuant to Section 1.4(f) below (a "Deferred Transfer"), each Deferred Asset shall be held for Buyer's benefit and the Acquired Assets constituting Deferred Assets shall be managed and operated by Seller for Buyer's benefit and account in the manner hereinafter provided from the Closing to the time of the respective Deferred Transfers, with all gains, income, losses, taxes or other items generated thereby to be for Buyer's account. Notwithstanding the provisions of Article IV, Seller shall not have any liability to Buyer arising out of the management or operation by Seller of any Acquired Asset constituting Deferred Assets, other than for gross negligence or willful misconduct. (d) Buyer shall reimburse Seller and shall hold Seller harmless from and against all liabilities incurred or asserted as a result of Seller's post-Closing direct or indirect ownership, management, operation or sale (other than to Buyer) of the Deferred Assets, including, without limitation, the amount of any additional taxes (the "Additional Taxes") incurred by Seller (whether currently or in the future) as a result of the direct or indirect ownership, management, operation or sale (other than to Buyer) of the Deferred Assets after the Closing Date. For purposes of this Section 1.4(d), the amount of Additional Taxes of Seller shall be computed as if Seller's sole activities were limited to the ownership, management, operation or sale (other than to Buyer) of the Deferred Assets. Such reimbursement shall be made by Buyer and received by Seller within fifteen (15) Business Days of Buyer's receipt of any ▇▇▇▇, claim, invoice or other request for payment from Seller together with reasonable support therefor, provided that Buyer shall have the right or benefit (collectivelyto dispute, “Third Party Rights”)at Buyer's own expense, and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.non-

Assignment of Contracts and Rights. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract or transfer any Transferred Contract to which any of the Asset Sellers or the Companies is a party or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofand for so long as such assignment, without the approval, consent or waiver of a third party theretothereto or Governmental Authority, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective of such Assigned Contract or render the Transferred Asset other Contract or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunderPurchaser, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset Seller or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may requestCompany thereunder. If such approval, consent or waiver is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer Purchaser or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or any Asset Seller thereunder so that the Buyer or the applicable Buying Affiliate Purchaser would not in fact receive all such rights, Purchaser and Seller will cooperate in a mutually agreeable, commercially reasonable arrangement under which Purchaser or any or all of the Companies, as applicable, would obtain the benefits and perform and discharge the obligations thereunder, and under which Seller would enforce or cause to be enforced for the benefit of Purchaser or any or all of the Companies, as applicable, at Purchaser’s sole cost and expense, with Purchaser being responsible for the performance and discharge of the Asset Seller’s obligations, any and all rights of the Asset Seller against a third party. Seller shall not be required to make, or to cause to be made, any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such approval, consent or waiver. (b) Notwithstanding the fact that the Contract referenced at number 3(i) of Schedule 3.16 otherwise constitutes an Assigned Contract, such Contract shall not be deemed an Assigned Contract to be sold, conveyed, transferred, assigned and delivered to Purchaser if (i) the Sellers aggregate amount of fees or costs for such Contract to be transferred and the Buyer shall, subject assigned to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, Purchaser exceeds $50,000 and (ii) after Purchaser provides notice to Seller prior to the ClosingClosing that such Contract shall not be deemed an Assigned Contract to be sold, subject conveyed, transferred and delivered to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue Purchaser pursuant to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliatethis Agreement.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective thereof or render in any way adversely affect the Transferred rights of Buyer or Seller thereunder. Seller and Buyer will use their commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller’s obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Seller and (ii) after Buyer shall, to the Closing, subject extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and Seller, negotiate in good faith an adjustment in the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary consideration paid by Buyer for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliatePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, neither this Agreement nor the ▇▇▇▇ of Sale shall not constitute an agreement to assign any (or transfer any Transferred material portion of any) Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, of such Acquired Asset or in any way adversely affect the rights of Purchaser or Seller thereunder. Each party hereto shall use its respective reasonable best efforts (iibut without any payment of money by such party to any third party) would be ineffective or render to obtain the Transferred consent of the other parties to any such Acquired Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) Purchaser as the Buyer Purchaser may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate Purchaser would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), cooperate in Purchaser shall enter a mutually agreeable arrangement under pursuant to which the Buyer or the applicable Buying Affiliate would, in compliance with Law, Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing or subleasing sub-leasing to the Buyer or the applicable Buying AffiliatePurchaser, or under which the Sellers Seller would enforce for the benefit of the Buyer or the applicable Buying Affiliate Purchaser, with Purchaser assuming Seller's obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller shall promptly pay to the Buyer or the applicable Buying Affiliate Purchaser when received all monies moneys received by them Seller under any such Transferred Asset, claim, Acquired Asset or any claim or right or benefitany benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Seller and (ii) after Purchaser shall, to the Closingextent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Purchaser and Seller, subject negotiate in good faith an adjustment in the consideration paid by Purchaser for the Acquired Assets, to Section 5.05(d) and except as the extent not otherwise requested by Buyer, the Buyer and the Sellers shall continue adjusted pursuant to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliateArticle III hereof.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party theretoparty, (i) would constitute a breach or other contravention thereof, thereof or in any way adversely affect the rights of Seller thereunder. Each party hereto will use its commercially reasonable efforts (iibut without any payment of money) would be ineffective or render to cooperate in obtaining the Transferred Asset consent of the other parties to any such Contract or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary resulting therefrom for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) Purchaser as the Buyer Purchaser may request. If such consent is not obtained prior to on or before the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate Purchaser would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), Purchaser will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would . Seller will promptly pay to the Buyer or the applicable Buying Affiliate Purchaser when received all monies received by them Seller (less the actual costs to Seller of cooperating in such arrangements) under any such Transferred Asset, claim, Contract or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, extent the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred same represents an Excluded Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall will not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective thereof or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or Xyz thereunder. Xyz and the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers Buyer will use their commercially reasonable best efforts (but without any payment of money by Xyz or the Buyer) to obtain any the consent necessary for of the assignment of other parties to any such Transferred Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Xyz thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Xyz and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Xyz would enforce for the benefit of the Buyer, with the Buyer or the applicable Buying Affiliate assuming Xyz’s obligations, any and all rights of their rights Xyz against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Xyz will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Xyz under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Xyz and (ii) after the ClosingBuyer will, subject to Section 5.05(d) the extent the benefits therefrom and except as otherwise requested obligations thereunder have not been provided by Buyer, alternate arrangements satisfactory to the Buyer and Xyz, negotiate in good faith an adjustment in the Sellers shall continue consideration paid by the Buyer for the Purchased Assets, to use their commercially reasonable efforts the extent not otherwise adjusted pursuant to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliateSection 1.8.

Assignment of Contracts and Rights. Notwithstanding Anything in this Agreement or ---------------------------------- any other provision of this Agreement Acquisition Document to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective thereof or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of Purchaser or Seller thereunder. Seller shall use its best efforts, whether before or after the Buyer (or the applicable Buying Affiliate) thereto or thereunderClosing Date, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any the consent necessary of the appropriate Persons for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) Purchaser as the Buyer Purchaser may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate Purchaser would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), Purchaser shall cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying AffiliatePurchaser, or under which the Sellers Seller would enforce for the benefit of the Buyer or the applicable Buying Affiliate Purchaser, with Purchaser assuming Seller's obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would Person thereto. Seller shall promptly pay to the Buyer or the applicable Buying Affiliate Purchaser when received all monies received by them under Seller in respect of any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, extent the Buyer and the Sellers same represents an Excluded Asset. Seller shall continue to use their commercially reasonable efforts to obtain any consent necessary be responsible for any and all costs associated with obtaining such consentconsents. To the extent the benefits therefrom and Liabilities thereunder have not been provided by alternative arrangements reasonably satisfactory to Purchaser, and, upon an adjustment in the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit Purchase Price paid by Purchaser for the Purchased Assets shall be made to Buyer or reflect the applicable Buying Affiliatelost benefits and Damages to Purchaser.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof or in any way adversely affect the rights of Buyer or a Seller thereunder. Sellers and Buyer will use their best efforts (iibut without any payment of money by Sellers or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or a Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers a Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming a Seller's obligations, any and all rights of their rights a Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the thereto. Sellers would will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them a Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefit, and (ii) any benefit arising thereunder on or after the ClosingClosing Date. In such event, subject Sellers and Buyer shall, to Section 5.05(d) the extent the benefits therefrom and except as otherwise requested obligations thereunder have not been provided by Buyer, the alternate arrangements satisfactory to Buyer and Sellers, negotiate in good faith an adjustment in the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary consideration paid by Buyer for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliatePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof or in any way adversely affect the rights of Buyer or Seller thereunder. Seller and Buyer will use their best efforts (iibut without any payment of money by Seller or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Seller or Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller's obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Seller and (ii) after Buyer shall, to the Closing, subject extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and Seller, negotiate in good faith an adjustment in the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary consideration paid by Buyer for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliatePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any of the Transferred Asset Assets and Liabilities or any claim or right or any benefit arising thereunder or resulting therefrom if (a) an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof or a violation of Law or would in any way adversely affect the rights of Parent or Acquisition Sub thereunder and (iib) would be ineffective or render such consent is not obtained prior to the Closing. The Asset Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Transferred Asset Assets and Liabilities or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset thereof to Parent or any claim Acquisition Sub as Parent or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer Acquisition Sub may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law or would adversely affect the rights of the Buyer Parent or the applicable Buying Affiliate Acquisition Sub (as assignee of the applicable SellerAsset Seller or any Affiliate thereof) thereto or thereunder so that the Buyer Parent or the applicable Buying Affiliate Acquisition Sub would not in fact receive all such rights, each Party will enter into any arrangement reasonably requested by the other Party under which (i) the Sellers and the Buyer shall, subject to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer Parent or the applicable Buying Affiliate Acquisition Sub would, in compliance with Law, obtain receive the benefits and assume the obligations and bear the economic burdens associated with such Transferred AssetAssets and Liabilities, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Parent or Acquisition Sub, and (ii) the Buyer or the applicable Buying Affiliate, or under which the Sellers Asset Seller would enforce for the benefit (and at the expense) of the Buyer Parent or the applicable Buying Affiliate Acquisition Sub any and all of their its rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), Assets and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred AssetLiabilities, claim, right or benefit, and (ii) after the Closing, subject Asset Seller would promptly pay to Section 5.05(d) Parent or Acquisition Sub when received all monies received by Asset Seller under any Transferred Assets and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred AssetLiabilities, claim, right or benefit to Buyer or the applicable Buying Affiliatebenefit.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof or in any way adversely affect the rights of Buyer or Seller thereunder. Seller and Buyer will use their commercially reasonable diligent effort (iibut without the obligation to expend any money by Seller or Buyer or to initiate any lawsuits) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may reasonably request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, then at Buyer’s option (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller’s obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, thereto or (ii) Buyer shall have the right or benefit (collectively, “Third Party Rights”), and the Sellers would to terminate this Agreement. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, extent the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred same represents an Excluded Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any HPI Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofof such HPI Transferred Asset or in any way adversely affect the rights of Transferee or Transferor thereunder (such consents, (ii) would be ineffective or render the “Required Consents”). Transferor and Transferee shall use their reasonable best efforts to obtain the consent of such third parties to any such HPI Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) Transferee as the Buyer Transferee may request. If such consent is not obtained prior to the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Transferor thereunder so that the Buyer or the applicable Buying Affiliate Transferee would not in fact receive all such rights, (i) the Sellers Transferor and the Buyer shall, subject to Section 5.05(d), Transferee shall cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, Transferee would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to the Buyer or the applicable Buying AffiliateTransferee, or under which the Sellers Transferor would enforce for the benefit of the Buyer or the applicable Buying Affiliate Transferee, with Transferee assuming Transferor’s obligations, any and all rights of their rights Transferor against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Transferor shall promptly pay to the Buyer or the applicable Buying Affiliate Transferee when received all monies received by them Transferor under or in respect of any such HPI Transferred Asset, claim, right Asset or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit arising thereunder, except to Buyer or the applicable Buying Affiliateextent the same represents an Excluded Asset. Upon receipt of any Required Consents to assignment of a HPI Transferred Asset, Transferor shall contribute, transfer, convey, assign and deliver such HPI Transferred Asset to Transferee with no additional consideration therefor other than the LLC Interest.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, of such Purchased Asset or in any way adversely affect the rights of Buyer or Seller thereunder. Seller and Buyer will use their best efforts (iibut without any payment of money by Seller or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller's obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Seller and (ii) after Buyer shall, to the Closing, subject extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and Seller, negotiate in good faith an adjustment in the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary consideration paid by Buyer for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliatePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofthereof or in any way adversely affect the rights of Buyers or Sellers thereunder. The parties hereto will use their reasonable efforts to obtain the consent of the other parties to any such claim, (ii) would be ineffective or render the Transferred Asset contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) Buyers as the Buyer Buyers may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Sellers thereunder so that the Buyer or the applicable Buying Affiliate Buyers would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), Buyers will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, Buyers would obtain the benefits and assume the obligations and bear the economic burdens associated with under any such Transferred Assetclaims, claimcontracts, right licenses, leases, commitments, sales orders or benefit in accordance with this Agreementpurchase orders, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyers, or under which the Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate Buyers, with Buyers' assuming Sellers' obligations, any and all rights of their rights Sellers against a third party associated with thereto arising out of the breach of cancellation by such Transferred Asset, claim, right third party or benefit (collectively, “Third Party Rights”), and the otherwise. Sellers would will promptly pay to the Buyer or the applicable Buying Affiliate Buyers when received all monies received by them Sellers under any such Transferred Asset, claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, extent the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred same represents an Excluded Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofthereof or in any way adversely affect the rights of Buyer or Seller thereunder. Prior and subsequent to the Closing, Buyer and Seller (iifor a period of not more than 90 days) would be ineffective or render will use their commercially reasonable efforts (but without any payment of money by Buyer) to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset thereof to Buyer or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may otherwise request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Buyer and the Buyer shall, subject to Section 5.05(d), Seller will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller's obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under Seller with respect to any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder. Notwithstanding the foregoing Section 2.3, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers Seller shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit have no liability to Buyer or under this Section 2.3 for a period of more than 90 days following the applicable Buying AffiliateClosing Date.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract or transfer any Transferred Asset Contract to which either of the Companies is a party or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofand for so long as such assignment, without the approval, consent or waiver of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective of such Assigned Contract or render the Transferred Asset other Contract or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (Purchaser, Seller or the applicable Buying Affiliate) thereto or either Company thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such approval, consent or waiver is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer Purchaser, Seller or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or either Company thereunder so that the Buyer or the applicable Buying Affiliate Purchaser would not in fact receive all such rights, (i) the Sellers Purchaser and the Buyer shall, subject to Section 5.05(d), Seller will cooperate in a mutually agreeable arrangement under which Purchaser or one or both of the Buyer or the applicable Buying Affiliate wouldCompanies, in compliance with Lawas applicable, would obtain the benefits and assume perform and discharge the obligations thereunder, and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers Seller would enforce for the benefit of Purchaser or one or both of the Buyer or Companies, as applicable, at Purchaser’s sole cost and expense, with Purchaser being responsible for the applicable Buying Affiliate performance and discharge of Seller’s obligations, any and all rights of their rights Seller against a third party. Seller shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party associated with to obtain any such Transferred Assetapproval, claim, right consent or benefit (collectively, “Third Party Rights”), and the Sellers would waiver. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received Purchaser all monies received by them Seller or its Affiliates from and after the Closing under any such Transferred Asset, claim, right Assigned Contract or benefitany Contract to which either of the Companies is a party, and (ii) after the Closing, subject to Section 5.05(d) Seller and except as otherwise requested by Buyer, the Buyer and the Sellers Purchaser shall continue to cooperate and use their all commercially reasonable efforts to obtain such approval, consent or waiver and to provide Purchaser with all such rights in accordance with this Agreement. Nothing in this Section 1.03 shall affect Purchaser’s other rights under this Agreement or affect the conditions to Purchaser’s obligation to close the transactions contemplated by this Agreement as set forth in Section 9.02. The provisions of this Section 1.03 shall not limit, modify or otherwise affect any consent necessary for any such consent, and, upon the receipt representation or warranty of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliateSeller under this Agreement.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything contained in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset contract, license, commitment, sales order, purchase order or any claim or right or of any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach thereof or other contravention thereof, (ii) would be ineffective or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of Buyer or Seller thereunder. Seller, at Seller's expense solely for the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior processing fee called for pursuant to the Closing. Subject to Section 5.05(d)real property leases and Seller's related attorneys fees, the Sellers will shall use their commercially reasonable its best efforts to obtain the consent of the other party to any consent necessary for of the foregoing to the assignment of any thereof to Buyer in all cases in which such Transferred Asset consent is required for assignment or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may requesttransfer. If such consent is not obtained prior to the Closing, or if an attempted transfer or 4 assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Seller agrees to cooperate with Buyer shall, subject in any reasonable arrangements acceptable to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate wouldBuyer, in compliance with Lawits sole discretion, obtain designed to provide for Buyer the benefits and assume the obligations and bear the economic burdens associated with such Transferred Assetthereunder, claimincluding, right or benefit in accordance with this Agreementwithout limitation, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers would enforce enforcement for the benefit of the Buyer or the applicable Buying Affiliate of any and all rights of their Seller against the other party thereto arising out of the cancellation by such other party or otherwise. Notwithstanding the foregoing, any transfer or assignment to Buyer of any property or property rights against a or any contract or agreement which shall require the consent or approval of any third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, shall be made subject to Section 5.05(d) and except as otherwise requested by Buyer, the such consent or approval being obtained in a form satisfactory to Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliateits counsel.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything contained in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign or transfer any Transferred Asset assumed Contract or any claim Claim or right or with respect to any benefit arising thereunder or resulting therefrom therefrom, if an attempted transfer, sublease or assignment or transfer thereof, without the required consent of a third any other party thereto, (i) would constitute a breach thereof or other contravention thereof, (ii) would be ineffective or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject Seller thereunder. The Seller shall use its best efforts to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the benefits and assume consent of any such third party to the obligations and bear the economic burdens associated with such Transferred Assettransfer, claim, right sublease or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing assignment thereof to the Buyer in cases in which such consent is required for such transfer, sublease or assignment. If any such consent is not obtained, the applicable Buying AffiliateSeller shall use its best efforts to cooperate with the Buyer in reasonable and lawful arrangements designed to provide for the Buyer the benefits thereunder, including (a) adherence to reasonable procedures established by the Buyer for the immediate transfer to the Buyer of any payments or under which other funds received by the Sellers would enforce Seller thereunder and (b) enforcement for the benefit of the Buyer or the applicable Buying Affiliate of any and all rights of their rights the Seller thereunder against a third the other party associated with or parties thereto arising out of the breach or cancellation thereof by such Transferred Asset, claim, right other party or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to parties or otherwise. All costs incurred by the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon pursuant to this Section 2.6 shall be reimbursed by the Seller within ten (10) days following receipt of notice of such consentcosts from the Buyer. Nothing contained in this Section 2.6 shall be construed to negate or diminish, will immediately as between the Seller and the Buyer, the covenants and obligations of the Seller to transfer such Transferred Asset, claim, right or benefit and deliver the Purchased Assets to the Buyer or the applicable Buying Affiliateas provided in this Agreement.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective thereof or render in any way adversely affect the Transferred rights of Buyer or Seller thereunder. Seller and Buyer will use their best efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller's obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Seller and (ii) after Buyer shall, to the Closing, subject extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and Seller, negotiate in good faith an adjustment in the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary consideration paid by Buyer for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliatePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, (a) Nothing in this Agreement shall be construed as an attempt to assign, and Buyer shall not constitute assume any Liabilities with respect to any Contract or Permit constituting a Transferred Asset, or any other Transferred Asset, that by Law is nonassignable, or that by its terms is nonassignable without the Consent of the other party or parties thereto to the extent such party or parties assert in writing that such assignment is a breach of such Contract or Permit, or as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an agreement incident of the assignments provided for by this Agreement. With respect to assign any Contract, Permit or transfer any other Transferred Asset or of the type described in the preceding sentence, and any claim or claim, right or any benefit arising thereunder or resulting therefrom if an attempted therefrom, promptly after the date hereof, to the extent required by the terms of the Contract, Permit or other Transferred Asset, Seller shall, at its sole cost and expense, obtain the written Consent of the other parties to any such Contract, Permit or other Transferred Asset for the assignment thereof to Buyer in form and substance satisfactory to Buyer. (b) If such Consent is not obtained with respect to any such Contract, Permit or transfer thereofother Transferred Asset, without in addition to any other remedy available to Buyer at law or in equity, at Seller’s expense, Seller shall take all actions and do or cause to be done all such things as shall in the consent judgment of a third party thereto, Buyer or its counsel be necessary or proper: (i) would constitute a breach to ensure that the claims, rights and benefits with respect to such Contract, Permit or other contravention thereofTransferred Asset are preserved for Buyer or for the benefit of Buyer (including by entering into a subcontracting or subleasing arrangement with Buyer, if permitted); and (ii) would be ineffective to facilitate receipt of, and promptly pay to, Buyer all monies received by Seller under any such Contract, Permit or render the other Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit arising thereunder not transferred to Buyer or the applicable Buying Affiliatepursuant to this Section 2.5.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of a third party theretoPerson, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective or render of such Asset. Seller and Purchaser will use their commercially reasonable efforts to obtain the Transferred consent of such Persons in respect of any such Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereto to the Buyer (or the applicable Buying Affiliate) Purchaser as the Buyer Purchaser may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer Seller or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder its Affiliates hereunder so that the Buyer or the applicable Buying Affiliate Purchaser would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), Purchaser will cooperate in a mutually agreeable arrangement under pursuant to which the Buyer or the applicable Buying Affiliate would, in compliance with Law, Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing or subleasing sub-leasing to the Buyer or the applicable Buying AffiliatePurchaser, or under which the Sellers Seller or its Affiliates would enforce for the benefit of the Buyer Purchaser, with Purchaser assuming Seller’s or the applicable Buying Affiliate its Affiliates’ obligations, any and all rights of their rights Seller or its Affiliates against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate Purchaser when received all monies received by them Seller or its Affiliates under any such Transferred Asset, claim, Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after the Closing, subject to Section 5.05(d) Seller and except as otherwise requested by Buyer, the Buyer and the Sellers Purchaser shall continue to cooperate and use their all commercially reasonable efforts to obtain any such consent necessary for any and to provide Purchaser with all such rights and shall continue to use all reasonable efforts to obtain such consent. Nothing in this Section 6.5 shall affect Purchaser’s other rights under this Agreement and shall not affect the conditions to Purchaser’s obligation to close. The provisions of this Section 6.5 shall not limit, and, upon the receipt modify or otherwise affect any representation or warranty of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliateSeller under this Agreement.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or transfer any Transferred right thereunder if an attempted assignment, without the consent of a third party, would constitute a breach or other contravention of such Purchased Asset or in any way adversely affect the rights of Buyer or Seller thereunder. Seller and Buyer shall use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may requestBuyer. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller’s obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller shall promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. (b) Each of Buyer and Seller shall use its commercially reasonable efforts to separate the Shared Contracts into separate contracts so that the Business will remain entitled to the rights and benefits, and shall be subject to the Liabilities, with respect to or arising from each Shared Contract to the extent related to the Business, and Seller (or one or more of its Affiliates) will retain the rights and benefits, and shall be subject to the Liabilities, with respect to or arising from each Shared Contract to the extent related to the Retained Business. If as of the Closing, a counterparty to any Shared Contract that is entitled under the terms of the Shared Contract to consent to the separation of the Shared Contract has not provided such Transferred consent or if the separation of a Shared Contract has not been completed for any other reason, then each of Buyer and Seller shall use its commercially reasonable efforts to develop and implement arrangements (i) if the Shared Contract is an Excluded Asset, claim, right or benefit, to pass along to the Purchased Companies the benefit and the Liabilities of the portion of any such Shared Contract related to the Business and (ii) if the Shared Contract is a Business Contract, to pass along to Seller and/or one or more of its Affiliates the benefit and the Liabilities of the portion of the Shared Contract related to the business of Seller, as the case may be. If and when any such consent is obtained, the Shared Contract will be separated in accordance with this Section 2.06(b). The obligations set forth in this Section 2.06(b) will terminate on the earlier of the date that is 18 months after the ClosingClosing Date and the expiration date of the each such Shared Contract. (c) Seller shall use its commercially reasonable efforts to, subject to Section 5.05(d) any confidentiality or other similar obligations owed to any third party, provide Buyer with reasonable information regarding the terms of any enterprise-level Contracts under which Seller or any of its Subsidiaries is licensed, sublicensed or granted a covenant not to ▇▇▇ with respect to any Intellectual Property Rights owned by a third party that are used, but not exclusively used, in, and except as otherwise requested by Buyermaterial to, the Business, if any (excluding any such Intellectual Property Rights that are contemplated to be provided to the Business pursuant to the Transition Services Agreement). With respect to such Contracts, each of Buyer and the Sellers Seller shall continue to use their its respective commercially reasonable efforts efforts, to obtain any consent necessary for any such consentthe extent permitted by the applicable Contract, and, upon to pass along to the receipt Purchased Companies the benefit and the Liabilities of the portion of such consentContracts to the extent related to the Business (including by sublicensing or otherwise extending to the Purchased Companies such Intellectual Property Rights if permitted under such Contract). Notwithstanding anything to the contrary, will immediately transfer such Transferred Asset, claim, right Seller shall not be required under this Section 2.06 to seek any third-party consent or benefit to Buyer incur any payment or the applicable Buying Affiliateexpenses.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom there from if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective with respect to any party thereto or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way materially and adversely affect the rights of Sellers or, upon transfer, Buyer thereunder. (b) Sellers agree that between the Buyer (or date hereof and the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers Closing Date they will use their commercially reasonable best efforts (other than paying consideration) to obtain any consent the necessary for consents to the assignment of each Contract or other Pur chased Asset which by its terms requires the consent of any such Transferred Asset or any claim or right or any benefit arising thereunder of the other contracting parties thereto to the Buyer (or the applicable Buying Affiliate) as the Buyer may requestan assignment thereof to Buyer. If (x) such consent is not obtained prior with respect to any such Contract or other Purchased Asset and (y) notwithstanding the provisions of Section 7.2(g), Buyer elects to consummate the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights each of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and Buyer will use their reasonable best efforts to arrange for Buyer to obtain, to the Buyer shallextent practicable, subject to Section 5.05(d)the claims, cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the rights and benefits and assume the corresponding obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing sub-leasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers would shall enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Sellers' obligations, any and all claims, rights and benefits of their rights Sellers against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the thereto. Sellers would will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Sellers under any such Transferred Asset, claim, right Contract or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain other Purchased Asset or any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit arising thereunder that has been assigned to Buyer or which Sellers have made an arrangement to the applicable Buying Affiliatesatisfaction of Buyer pursuant to this Section 2.4. Buyer agrees to perform at its sole expense all of the obligations of Sellers to be performed after the Closing Date under any such Contract or other Purchased Asset which Buyer is receiving pursuant to the provisions of this Section 2.4, and will promptly reimburse Sellers for any reasonable payments or costs Sellers incur with respect to such obligations.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, of such Purchased Asset or in any way adversely affect the rights of Buyer or its designated Subsidiaries thereunder. Seller and Buyer shall use their best efforts (iibut without any payment of money by Buyer) would be ineffective or render to obtain the Transferred consent of such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset thereof to Buyer or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) its designated Subsidiary as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate its designated Subsidiary would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), shall cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, its designated Subsidiary would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to the Buyer or the applicable Buying Affiliateits designated Subsidiary, or under which the Sellers Seller would enforce for the benefit of the Buyer or the applicable Buying Affiliate its designated Subsidiary, with Buyer or its designated Subsidiary assuming Seller’s obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller shall promptly pay to the Buyer or the applicable Buying Affiliate its designated Subsidiary when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, extent the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred same represents an Excluded Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycon trary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Acquisition Asset or any claim or right or any benefit arising thereunder or resulting therefrom there from if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective with respect to any party thereto or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of Seller or, upon transfer, Buyer thereunder. (b) Seller agrees that between the Buyer (or date hereof and the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers Closing Date it will use their commercially reasonable its best efforts (other than paying consideration) to obtain any consent the necessary for consents to the assignment of each Contract or other Acquisition Asset which by its terms requires the consent of any such Transferred Asset or any claim or right or any benefit arising thereunder of the other contracting parties thereto to the Buyer (or the applicable Buying Affiliate) as the Buyer may requestan assignment thereof to Buyer. If (y) such consent is not obtained prior with respect to any such Contract or other Acquisition Asset and (z) notwithstanding the provisions of Section 6.2(f), Buyer elects to consummate the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Seller and Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable an arrangement reasonably satisfactory to Buyer and Seller under which Buyer shall obtain, to the Buyer or extent practicable, the applicable Buying Affiliate wouldclaims, in compliance with Law, obtain the rights and benefits and assume the corresponding obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing sub-leasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers would Seller shall enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller's obligations, any and all claims, rights and benefits of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, right Contract or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain other Acquisition Asset or any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit arising thereunder that has been assigned to Buyer or which Seller has made an arrangement to the applicable Buying Affiliatesatisfaction of Buyer pursuant to this Section 2.4. Buyer agrees to perform at its sole expense all of the obli gations of Seller to be performed after the Closing Date under any such Contract or other Acquisition Asset the bene fits of which Buyer is receiving pursuant to the provisions of this Section 2.4.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Contributed Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofof such Contributed Asset or in any way adversely affect the rights of the relevant Business Transferor or Business Transferee thereunder. Each Business Transferor and Business Transferee will use their reasonable best efforts (but without any payment of money, (iitransfer of assets or provision of other services by such parties) would be ineffective or render to obtain the Transferred consent of the other parties to any such Contributed Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) relevant Business Transferee as the Buyer such Business Transferee may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or relevant Business Transferor thereunder so that the Buyer or the applicable Buying Affiliate relevant Business Transferee would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), such parties will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, relevant Business Transferee would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to the Buyer or the applicable Buying Affiliatesuch Business Transferee, or under which the Sellers relevant Business Transferor would enforce for the benefit of the Buyer or the applicable Buying Affiliate such Business Transferee, with such Business Transferee assuming such Business Transferor's obligations, any and all rights of their rights such Business Transferor against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Each Business Transferor will promptly pay to the Buyer or the applicable Buying Affiliate relevant Business Transferee when received all monies received by them such Business Transferor under any such Transferred Asset, claim, Contributed Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closingextent the same represents an Excluded Asset. In such event, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.such

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement (a) Anything contained herein to the contrarycontrary notwithstanding, this Agreement shall will not constitute an assignment, an attempted assignment or an agreement to assign any Assumed Contract or transfer any Permit that is intended to be a Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom Asset, if an assignment or attempted assignment or transfer thereof, of the same without the consent of a third any other party thereto, (i) or parties thereto would constitute a breach thereof or other contravention thereofviolation of any Applicable Law or (A) result in any increase in any payment or change in any term, (iiB) would be ineffective give rise to any right of amendment, termination, cancellation or render acceleration of any right or obligation or to a loss of benefit or (C) grant any repayment or repurchase rights to any Person, which, in the Transferred Asset case of (A), (B) or (C) above, is adverse to Seller or, upon transfer, Buyer or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunderits Affiliates, and the consent of such consent has party or parties shall not have been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain If any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained on or prior to the Closing, or if an attempted transfer or assignment Closing and as a result thereof would Buyer shall be ineffective or would adversely affect prevented from receiving the rights and benefits with respect to the Transferred Assets intended to be transferred hereunder, then (1) Seller will use its commercially reasonable efforts to (x) cause the full benefits of any such Assumed Contract or Permit to be provided to Buyer, (y) subject to Buyer’s performance pursuant to clause (2) below, hold in trust for, and pay promptly or cause to be paid promptly to, Buyer when received all monies and other properties received by Seller or any of its Subsidiaries under any such Assumed Contract, and (z) enforce at the request of and for the benefit of Buyer, and at Buyer’s expense, any rights of Seller or any of its Subsidiaries arising under any such Assumed Contract or Permit; and (2) in consideration of Seller providing or causing to be provided to Buyer the full benefits thereof, Buyer will use its commercially reasonable efforts to perform and discharge on behalf of Seller, all of Seller’s Liabilities thereunder that are Assumed Liabilities in accordance with the provisions thereof. Subject to Section 5.06, Buyer agrees that Seller shall not have any liability to Buyer arising out of or relating to the applicable Buying Affiliate (failure to obtain any such consent that may be required in connection with the transactions contemplated by this Agreement or because of any circumstances resulting therefrom. Buyer further agrees that no representation, warranty or covenant of Seller herein shall be breached or deemed breached and, except as assignee provided in Section 6.01(g), no condition shall be deemed not satisfied, as a result of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers failure to obtain any such consent or any circumstances resulting therefrom or (ii) any suit, action, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any circumstances resulting therefrom. (b) Following the Closing, the Parties shall use commercially reasonable efforts, and the shall cooperate with each other, to obtain promptly all consents of third parties not obtained on or prior to Closing with respect to Material Assumed Contracts; provided, however, that neither Party nor any of such Party’s Subsidiaries shall be required to pay any consideration therefor other than as provided by Section 5.06. Once each such consent has been obtained, Seller shall promptly sell, assign, transfer, convey and license such Material Assumed Contract to Buyer shallfor no additional consideration. Applicable transfer Taxes in connection with each such sale, subject to Section 5.05(d)assignment, cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate wouldtransfer, in compliance with Law, obtain the benefits conveyance and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit license shall be paid in accordance with this AgreementSection 5.10(e). (c) No other rights are granted hereunder, including subcontractingby implication, sublicensing estoppel, statute or subleasing to the Buyer or the applicable Buying Affiliateotherwise, or under which the Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain expressly provided herein or in any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliateother Acquisition Document.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of a third party, would constitute a breach of any Business Contract or Business IP Contract or in any way adversely affect the rights of Buyer, Seller or any of their respective Affiliates thereunder. Seller will use its reasonable best efforts to obtain the consent of the other parties to any such Business Contract or Business IP Contract or any other Person in connection with the transfer of any Transferred other Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of thereof to Buyer. If, on the Closing Date, any such Transferred Asset or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or ineffective, a violation of Applicable Law or, in Buyer’s reasonable determination, would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), Seller will cooperate in a mutually agreeable an arrangement reasonably agreed upon by the parties under which the Buyer or the applicable Buying its designated Affiliate would, in compliance with Applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred the Purchased Asset, claim, right or benefit in accordance with this Agreementbenefit, including by subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce enforce, for the benefit of Buyer, and at the Buyer or the applicable Buying Affiliate expense of Buyer, any and all of their its rights against a third party thereto (including any Governmental Authority) associated with such Transferred Purchased Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers Seller would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them it under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder. Upon obtaining the requisite third-party consent thereto, such Business Contract, Business IP Contract or right, if otherwise includable in the Purchased Assets or the transactions contemplated hereby, shall promptly be transferred and assigned to Buyer or its designee hereunder for no additional consideration. The provisions of this Section 2.06 shall in no way (i) limit any obligation of Seller pursuant to this Agreement to seek such consents prior to the Closing, (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary excuse Seller from responsibility for any breach of any of its representations and warranties or covenants hereunder or (iii) impose upon Seller any obligation to incur out-of-pocket expenses in connection with obtaining consents unless Buyer agrees to advance such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit expenses to Buyer or the applicable Buying AffiliateSeller.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofthereof or in any way adversely affect the rights of Buyer, Parent or Seller thereunder. Parent, Seller and Buyer will use their commercially reasonable efforts (iibut without any payment of money by Parent, Seller or Buyer) would be ineffective to obtain the consent of the other parties to any such Purchased Asset (other than customer contracts) or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Parent, Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which in order for Seller or Parent to provide Buyer with the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the same benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Parent or Seller would enforce for the benefit of the Buyer, with Buyer assuming either Parent's or the applicable Buying Affiliate Seller's obligations, any and all rights of their rights Parent or Seller against a third party associated with such Transferred Assetthereto. Parent or Seller, claimas the case may be, right or benefit (collectively, “Third Party Rights”), and the Sellers would will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Parent or Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closingextent the same represents an Excluded Asset. Notwithstanding anything herein to the contrary, subject to Section 5.05(d) and except as otherwise requested by Buyer, Parent and Seller agree that neither Parent nor Seller shall be liable for the Buyer and return of any deposit, prepayment or refund of any prepaid amounts under any customer contract set forth Schedule 2.01(A) in the Sellers event any customer shall continue seek to use their commercially reasonable efforts to obtain any consent necessary for terminate such contract set forth Schedule 2.01(A) or otherwise request or demand a refund of all or part of any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliateprepaid amounts.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer novate any Transferred Asset Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer novation thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofthereof or in any way adversely affect the rights of Buyer or Sellers thereunder, except to the extent such consent(s) have been obtained. With respect to any Government Contract or any claim, right or benefit arising thereunder or resulting therefrom, Buyer and Sellers each will use all reasonable efforts, both before and after Closing, to obtain the consent (iiincluding, without limitation, by way of novation) of the other parties to any such Contract for the assignment or novation thereof to Buyer with the release of Sellers (PROVIDED, HOWEVER, that the release of Sellers shall not be made a condition to obtaining such consent). With respect to any other Contract or any claim, right or benefit arising thereunder or resulting therefrom, to the extent requested by Buyer, Buyer and Sellers will use their respective reasonable best efforts, both before and after Closing, to obtain the consent of the other parties to any such Contract for the assignment or novation thereof to Buyer with the release of Sellers (PROVIDED, HOWEVER, that the release of Sellers shall not be made a condition to obtaining such consent). If any such consent is not obtained, or if an attempted assignment or novation of any such Contract would be ineffective or render would materially adversely affect the Transferred Asset rights of Sellers thereunder so that Buyer would not in fact receive all such rights, Sellers and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain substantially the same economic benefits that would be obtained under an assignment or novation thereof and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or subleasing to Buyer, or under which Sellers would enforce for the benefit of Buyer, with Buyer assuming Sellers' obligations, any and all rights of Sellers against a third party thereto. Sellers will promptly pay to Buyer when received all monies received by any Seller or its Affiliates under any Contract or any claim or right or any benefit arising thereunder void or voidablenot transferred pursuant to this Section 7.2, or (iii) would except to the extent the same represents a Non-Assigned Contract. Buyer's obligations in respect of such unassigned contracts shall be commensurate with the benefits thereof made available to Buyer pursuant to any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunderarrangement referred to herein, and such shall comprise Assumed Liabilities. Any contract as to which consent has is obtained after the Closing Date shall thereafter comprise an Assigned Contract. The reasonable efforts required hereby shall not been obtained on include any requirement to institute suit, to offer or prior grant financial accommodations or to assume additional Liabilities, except to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested extent funded by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assign or transfer assign, any Transferred Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") if an attempted assignment or transfer thereofof such Consent-Required Asset, without the consent of a one or more third party theretoparties, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective thereof or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or Seller thereunder; PROVIDED, HOWEVER, that once all such consents are obtained, this Agreement shall automatically effect an immediate assignment of such Consent-Required Asset without further action by either party hereto. Buyer and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers Seller will use their commercially reasonable efforts (which shall not be deemed to require any payment of money or other value by Seller or Buyer) to obtain the consent of the other parties to any consent necessary such Consent-Required Asset for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may reasonably request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-contracting or subleasing sub-licensing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller's obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay or assign to the Buyer or the applicable Buying Affiliate when received all monies received by them under Seller with respect to any such Transferred Asset, claim, Consent-Required Asset and any claim or right or benefitany benefit arising thereunder, except to the extent the same represents an Excluded Asset. Nothing in this Section 2(d) shall be construed to diminish the representations, warranties and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any covenants of Seller respecting such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliateconsents.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof to in any way adversely affect the rights of Buyer or Sellers thereunder. Each Seller and Buyer will use their best efforts (iibut without any payment of money by Sellers or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Sellers thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers each Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Sellers’ obligations, any and all rights of their rights each Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Each Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them such Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder. In such event, Sellers and (ii) after Buyer shall, to the Closing, subject extent the benefits therefrom and obligations thereunder have not been provided by alternative arrangements satisfactory to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and Sellers, negotiate in good faith an adjustment in the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary consideration paid by Buyer for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliatePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding (a) Anything in this Agreement or any other provision of this Agreement Acquisition Document to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party theretothereto or the receipt of any Government Approvals or the satisfaction of any other requirement thereof, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective thereof or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer, Seller or any of Seller’s Subsidiaries thereunder. Seller and Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer except as provided in Section 5.07) to obtain any the consent necessary for of the assignment of other parties to any such Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may reasonably request; provided, however, that Seller shall have no obligation to assign or transfer Contracts, including any licenses of Intellectual Property or any licenses granted by Seller in connection with the sale, distribution and license of Products in the ordinary course of business, that are not Assumed Contracts. If such consent or Government Approval is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) for the Sellers Assumed Contracts set forth on Schedule 2.06, Seller and the Buyer shall, subject will cooperate to Section 5.05(d), cooperate in a mutually agreeable arrangement discuss and determine feasible arrangements under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this AgreementAgreement to the extent of Seller’s rights thereunder, including subcontractingpotential sub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Buyer (but no more extensive than Seller’s existing rights with respect to the Buyer or the applicable Buying AffiliateBusiness), or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller’s obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliatethereto.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective of such Purchased Asset or render in any way adversely affect the Transferred rights of Buyer or the applicable Seller thereunder. Sellers will use their commercially reasonable best efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or either Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers would enforce for the benefit of the Buyer, with Buyer or assuming the applicable Buying Affiliate Seller's obligations, any and all rights of their rights such Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Each Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them such Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliatearising thereunder.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof or in any way adversely affect the rights of Buyer or Seller thereunder. Seller and Buyer will use their commercially reasonable efforts (iibut without any payment of money by Seller or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller's obligations, any and all rights of their rights Seller against a third party associated thereto. In respect of any unassigned customer Contract, provided that Seller remains in compliance with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”its obligations under Section 2.08(b)(i), and Seller shall have the Sellers would exclusive right to collect all accounts receivable in respect of such unassigned customer Contract. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, except to the extent the same represents an Excluded Asset and (iiany such payments by Seller to Buyer shall be either included in the calculation of any Section 2.08(b)(i) after Losses, as provided in Section 2.08(b)(i) or retained by, or remitted back to, Seller in any True-up Event. In such event, Seller and Buyer shall, to the Closingextent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer and Seller, subject to Section 5.05(d) and except as otherwise requested by Buyernegotiate in good faith an adjustment in the Purchase Price; provided, however, the provisions of Section 2.08(b) shall control with respect to customer Contracts. (b) Notwithstanding any other provision of this Agreement, including Section 2.08(a), the parties agree that, with respect to the customer Contracts, the following shall apply: (i) If any of the customer Contracts listed on Exhibit B have not been assigned to Buyer pursuant to the transactions contemplated by this Agreement and the Sellers Ancillary Agreements, prior to the 180th day following the Closing Date, Buyer shall continue be entitled to use their commercially reasonable efforts make an indemnification claim under Article IX of this Agreement for Losses for such failure to obtain any consent necessary assign such Contracts to the extent it is not permitted to recognize revenue relating to such Contracts in accordance with GAAP. The amount of Losses for any unassigned customer Contract shall be equal to the "Contract Value" related to such consent, and, upon unassigned customer Contract less (1) the receipt amount of revenue related to such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Contract which Buyer or the applicable Buying Affiliate.is able to

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof to in any way adversely affect the rights of Buyer or Seller thereunder. Each of Seller and Buyer will use their best efforts (iibut without any payment of money by Seller or Buyer) would be ineffective or render to obtain the Transferred consent of the other parties to any such Acquired Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers each of Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller would enforce for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming Seller’s obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, Acquired Asset or any claim or right or benefitany benefit arising thereunder. In such event, Seller, and (ii) after Buyer shall, to the Closing, subject extent the benefits therefrom and obligations thereunder have not been provided by alternative arrangements satisfactory to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and Seller, negotiate in good faith an adjustment in the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary consideration paid by Buyer for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliateAcquired Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or transfer any Transferred claim or right or benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party, would constitute a breach or other contravention of such Purchased Asset. Seller, Buyer and the Company shall use their commercially reasonable efforts (but without any payment of money by Seller, Buyer or the Company) to obtain the consent of such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) Company as the Buyer may request. If Without limiting Seller’s obligation to deliver the Required Consents at Closing pursuant to Section 2.09, if such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate Company would not in fact receive all such rights, (i) the Sellers Buyer and the Buyer shallCompany acknowledge that Seller shall not thereby be in breach of this Section 2.05, subject to Section 5.05(d), and Seller and the Company shall cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, Company would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to the Buyer or the applicable Buying AffiliateCompany, or under which the Sellers Seller would enforce for the benefit of the Buyer or Company, with the applicable Buying Affiliate Company assuming Seller’s obligations, any and all rights of their rights Seller against a third party associated with thereto; provided, that if the Company elects not to enter into such Transferred Assetan arrangement, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would Seller shall nevertheless be deemed to have satisfied its obligations hereunder. Seller shall promptly pay to the Buyer or the applicable Buying Affiliate Company when received all monies received by them Seller under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, extent the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred same represents an Excluded Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom Purchased Contract if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective thereof or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of Buyer or Seller thereunder. Seller shall for a period of one (1) year following the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will Closing Date use their its commercially reasonable efforts (but without the requirement of any payment of money or the provision of any other consideration by Buyer) to obtain the consent of the other parties to any consent necessary such Purchased Contract for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may reasonably request. If Unless and until such consent is not obtained prior to the Closingexpiration of the one (1) year period, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Parties thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all rights under such rightsPurchased Contract, (i) the Sellers and the Seller shall cooperate with Buyer shall, subject to Section 5.05(d), cooperate in a mutually agreeable an arrangement under which the Buyer or the applicable Buying a Buyer Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying a Buyer Affiliate, or under which the Sellers Seller would enforce enforce, at Buyer’s expense, for the benefit of the Buyer, with Buyer or the applicable Buying Affiliate assuming at Buyer’s expense Seller’s obligations, any and all rights of their rights Seller against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. Seller shall promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them Seller under any such Transferred Asset, claim, right or benefitPurchased Contract, and (ii) after the ClosingBuyer shall pay, subject to defend, discharge and perform all Liabilities under such Purchased Contracts as required under Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate1.4(a).

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement anything to the contrarycontrary contained in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom Assumed Contract if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective thereof or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or Company thereunder. The Company will use, and such consent has not been obtained on or prior the Seller Members will cause the Company to the Closing. Subject to Section 5.05(d)use, the Sellers will use their commercially reasonable efforts to obtain the consent of the other parties to any consent necessary such Assumed Contract in accordance with the Required Contract Consent for the assignment of any such Transferred Asset thereof to Buyer or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) its designated Affiliate as the Buyer may request. If Unless and until such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Company thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all rights under such rightsAssumed Contract, (i) the Sellers Company and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable an arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Company would enforce enforce, at Buyer’s expense, for the benefit of Buyer, with Buyer assuming at Buyer’s expense the Buyer or Company’s obligations and Liabilities (solely to the applicable Buying Affiliate extent provided in Section 1.2(a)), any and all rights of their rights the Company against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. The Company will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them the Company under any such Transferred AssetAssumed Contracts relating to or arising out of products delivered, claim, right services rendered or benefitwork performed on or after the Closing Date, and (ii) Buyer shall pay, defend, discharge and perform all Liabilities relating to or arising out of products delivered, services rendered or work performed on or after the Closing, subject Closing Date under such Assumed Contracts. Unless and until any Assumed Contract is assigned to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer Company and the Sellers Seller Members agree that they shall continue not terminate or take any other action that would reasonably be expected to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt result in a termination of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliateAssumed Contract.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this ----------------------------------- Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party theretoparty, (i) would constitute a breach or other contravention thereof, thereof or in any way adversely affect the rights of Seller thereunder. Each party hereto will use its commercially reasonable efforts (iibut without any payment of money) would be ineffective or render to cooperate in obtaining the Transferred Asset consent of the other parties to any such Contract or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary resulting therefrom for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) Purchaser as the Buyer Purchaser may request. If such consent is not obtained prior to on or before the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate Purchaser would not in fact receive all such rights, (i) the Sellers Seller and the Buyer shall, subject to Section 5.05(d), Purchaser will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would . Seller will promptly pay to the Buyer or the applicable Buying Affiliate Purchaser when received all monies received by them Seller (less the actual costs to Seller of cooperating in such arrangements) under any such Transferred Asset, claim, Contract or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, extent the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred same represents an Excluded Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, (a) Nothing in this Agreement shall not constitute be construed as an agreement attempt to assign any Contract or transfer Permit constituting a Transferred Asset that by Law is nonassignable, or that by its terms is nonassignable without the Consent of the other party or parties thereto to if such party or parties assert or has the right to assert that such assignment is a breach of such Contract or Permit, or the absence of such Consent could materially diminish Buyer’s ability to succeed to substantially all rights and benefits that Seller held under such Contract or Permit prior to the Closing Date. (b) If such Consent is not obtained for a Contract or Permit Related to the Business prior to the Closing Date, and the Buyer nonetheless elect to proceed with the Closing, Seller, at its sole expense, shall use commercially reasonable efforts for a period of up to one-hundred eighty (180) days after the Closing Date to assist Buyer to obtain any required Consent(s) as promptly as possible. If any such Consent is not obtained or if any attempted assignment would be ineffective, would materially impair Buyer’s rights and benefits under such Contract of Permit, or would subject Buyer to any cost or expense for the rights and benefits associated with such Contract or Permit in excess of that would be imposed on Seller absent an assignment of the Contract or Permit in question, Seller, at its sole expense, shall take commercially reasonable actions: (i) to seek that the claims, rights and benefits with respect to such Transferred Asset are preserved for Buyer or for the benefit of Buyer (including by entering into a subcontracting or subleasing arrangement with Buyer, if permitted); and (ii) to facilitate receipt of, and promptly pay to, Buyer all monies received by Seller under any such Contract, Permit or other Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective or render the Transferred Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers and the Buyer shall, subject to Section 5.05(d), cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying Affiliate, or under which the Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit arising thereunder not transferred to Buyer or the applicable Buying Affiliatepursuant to this Section 2.5.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofthereof or in any way adversely affect the rights of Acquiror or a Seller thereunder. Prior and subsequent to the Closing, Acquiror and each Seller will use their commercially reasonable efforts (iibut without any payment of money or the making of any other accommodation by Acquiror or Sellers, other than the payment of any transfer fee required for assignment to Acquiror of that certain Software License dated April 13, 2004 with Pegasus Imaging Corporation, which amount shall be paid by Acquiror and Parent in equal installments, and without commencing any litigation) would be ineffective or render to obtain the Transferred consent of the other parties to the assignment of any such Purchased Asset or any claim or right or any benefit arising thereunder void thereof to Acquiror or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer Acquiror may otherwise reasonably request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate Acquiror would not in fact receive all such rights, (i) the Acquiror and Sellers and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, Acquiror would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Buyer or the applicable Buying AffiliateAcquiror, or under which the Sellers would enforce for the benefit of the Buyer or the applicable Buying Affiliate Acquiror, with Acquiror assuming Sellers’ obligations, any and all rights of their rights Sellers against a third party associated thereto, provided that any such arrangement would not be reasonably likely to delay the Sellers’ dissolution and liquidation procedures or conflict with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers’ obligations pursuant to Section 5.21. Sellers would will promptly pay to the Buyer or the applicable Buying Affiliate Acquiror when received all monies received by them under Sellers with respect to any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder. Seller and Acquiror consent to any future actions by any Transferred Individual (including any time spent by such employee) in assisting Sellers in complying with their respective obligations under this Section 1.6, and (ii) after the Closingprovided that such actions are reasonably necessary to enable Sellers to so comply with this Section 1.6 and, subject to Section 5.05(d) and except as unless otherwise requested by BuyerAcquiror, do not materially interfere with the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer performance by such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying AffiliateIndividual of his duties as an employee of Acquiror.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in the Transaction Documents, this Agreement any Transaction Document shall not constitute an agreement to assign or transfer any Transferred Asset Group Company Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofof such Group Company Assets or in any way adversely affect the rights of Buyer or Seller or their Affiliates thereunder. Seller Group shall, (ii) would be ineffective or render and shall cause its Affiliates to, use their best efforts to obtain the Transferred Asset consent of such third parties to any such Group Company Assets or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset thereof to Buyer or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) its Affiliates as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer Seller Group or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or its Affiliates thereunder so that the Buyer or the applicable Buying Affiliate and its Affiliates would not in fact receive all such rights, (i) the Sellers Seller Group and the Buyer shallshall cooperate, subject to Section 5.05(d)and shall cause their respective Affiliates, cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, its Affiliates would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to the Buyer or the applicable Buying Affiliateits Affiliates, or under which the Sellers Seller Group or its Affiliates would enforce for the benefit of the Buyer or the its Affiliates, with Buyer or its Affiliates assuming Seller Group’s or its applicable Buying Affiliate Affiliate’s obligations, any and all rights of their rights Seller Group or its Affiliates against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”)thereto. Seller Group shall, and the Sellers would shall cause its Affiliates to, promptly pay to the Buyer or the applicable Buying Affiliate its Affiliates when received all monies received by them Seller Group or its Affiliates under any such Transferred Asset, claim, Group Company Assets or any claim or right or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit to Buyer or the applicable Buying Affiliatearising thereunder.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, thereof or in any way adversely affect the rights of Buyer or the Seller Entity party thereto thereunder. The Seller Parties and Buyer will use their best efforts (iibut without any payment of money by Buyer or the Seller Parties) would be ineffective or render to obtain the Transferred consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder thereof to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or relevant Seller Entity thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Sellers Seller Parties and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateBuyer, or under which the Sellers Seller Parties would enforce for the benefit of Buyer, with Buyer assuming the Buyer or the applicable Buying Affiliate relevant Seller Entity’s obligations, any and all rights of their rights such Seller Entity against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would thereto. The applicable Seller Entity will promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them such Seller Entity under any such Transferred Asset, claim, Purchased Asset or any claim or right or benefitany benefit arising thereunder, and (ii) after except to the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, extent the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred same represents an Excluded Asset, claim, right or benefit to Buyer or the applicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereofthereof or in any way adversely affect the rights of Buyer or Seller thereunder. Seller, (ii) would be ineffective or render Parent and Buyer will use their commercially reasonable efforts to obtain the Transferred Asset consent of the other parties to any such claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of the Buyer (or the applicable Buying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset thereof to Buyer or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) New Jetride as the Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or Seller thereunder so that the Buyer or the applicable Buying Affiliate New Jetride would not in fact receive all such rights, (i) the Sellers at Buyer’s option, Seller and the Buyer shall, subject to Section 5.05(d), will cooperate in a mutually agreeable arrangement under which the Buyer or the applicable Buying Affiliate would, in compliance with Law, New Jetride would obtain the benefits and assume the obligations and bear the economic burdens associated with under any such Transferred Assetclaims, claimcontracts, right licenses, leases, commitments, sales orders or benefit in accordance with this Agreementpurchase orders, including subcontracting, sublicensing sub-licensing, or subleasing to the Buyer or the applicable Buying AffiliateNew Jetride, or under which the Sellers Seller would enforce for the benefit of the Buyer and New Jetride, with Buyer or the applicable Buying Affiliate New Jetride assuming Seller’s obligations, any and all rights of their rights Seller against a third party associated with thereto arising out of the breach or cancellation by such Transferred Asset, claim, right third party or benefit (collectively, “Third Party Rights”), and the Sellers would otherwise. Seller will promptly pay to the Buyer or the applicable Buying Affiliate New Jetride when received all monies received by them Seller under any such Transferred Asset, claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or benefitany benefit arising thereunder. (b) Notwithstanding the provisions of Section 2.04(a), neither Seller nor Parent makes any representation or warranty with respect to the assignability of the agreements (including an oral agreement) with the owners of the Seller Managed Aircraft (the “Managed Aircraft Agreements”) set forth on Schedule 3.10(b). Buyer acknowledges and agrees that Buyer will not have any recourse against Seller or Parent, and (ii) after correspondingly will not incur any Losses, in the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, event that one or more of the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit Managed Aircraft Agreements are not assigned to Buyer or New Jetride, or one or more of such Managed Aircraft Agreements are terminated in accordance with the terms thereof following any such assignment. Neither Seller nor Parent has any Knowledge as of the date of this Agreement that the owner of any Seller Managed Aircraft intends to refuse to consent to the assignment of the applicable Buying AffiliateManaged Aircraft Agreement to Buyer or New Jetride, as the case may be.