Common use of Assignment of Contracts Clause in Contracts

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permitted. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.

Assignment of Contracts. (a) Notwithstanding anything The Seller shall use its reasonable efforts to provide any required notice to any third party and obtain any third party consent, authorization or waiver which is required to effect the valid assignment of the Contracts to the contrary set forth hereinBuyer, including those listed on Schedule 9(f). In the event that prior notice to or consent or authorization from a third party is required to effect the assignment of a Contract, and such notice is not given or such consent or authorization is not obtained prior to the Closing, the Seller shall give any necessary notices to any third party and shall use its best efforts in consultation with the Buyer to obtain any required third party consent or authorization subsequent to the Closing. The Buyer shall, if requested by the Seller, take such steps reasonably requested by the Seller to assist in obtaining the required consents and authorizations. To the extent that any Contract to be assigned to Buyer pursuant to this Agreement is not capable of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable being assigned without the consent consent, approval or waiver of the issuer thereof a third person or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")entity, this Agreement shall not constitute a sale, assignment, transfer, or setover or an attempted sale, assignment, transfer or setover thereof. In those cases where a required consent to the transfer and assignment or transfer to Buyer of any particular Contract has not been obtained prior to the Closing Date, then subject to the terms and conditions of this Agreement, the Seller and PDI, as applicable, shall use commercially reasonable efforts to provide the Buyer with the benefits and burdens of such Contract (including, without limitation, permitting the Buyer to enforce any rights of the Nonassignable Assets if Seller or PDI, as applicable, arising under such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of Contract and agreeing to pay over to Buyer any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To amounts received by the extent that such consents or waivers are not obtained by Seller on or before account of services provided by Buyer), and the ClosingBuyer shall, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously the Buyer is provided Purchaser with the benefits of such proceeds Contract, perform and in due course pay and discharge all debts, obligations and liabilities of the Seller or receivables PDI, as applicable, under such Contract, and where necessary or appropriate, the Buyer shall be deemed to be the extent agent of the assignment is not permitted under the Nonassignable Assets. In connection therewithSeller or PDI, Seller shall enforceas applicable, for the benefit purpose of Purchasercompleting, any fulfilling and discharging all material of the Seller or PDI's rights of Seller against and liabilities arising after the Closing Date under such issuer or such other party or parties, to the extent reasonably permittedContract. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.

Assignment of Contracts. (a) Notwithstanding anything Seller shall assign to Buyer all of the contrary set forth hereinright, to the extent title and interest of Seller in and under all Contracts and Permits that constitute any of the Assigned Assets, including but not limited to those listed in Schedules 5.12 and 2.1(e) (but not those relating to the Excluded Assets), and Buyer shall assume the liabilities and obligations of Seller arising under such Contracts and Permits after the Closing Date (but not those relating to the Excluded Assets); provided, however, that Buyer shall not succeed to or Acquired Authorizations that constitute an Acquired Asset are not assignable assume, and Seller shall be responsible for, any liability or transferable without the consent obligation arising out of any or all of the issuer thereof following: (1) any breach by Seller of any such Contract or the other party thereto Permit or any third party including, without limitation, a Governmental Authority (failure by Seller to discharge or perform any liability or obligation arising on or prior to the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to Closing Date under any such assignment. To the extent that such consents Contract or waivers are not obtained Permit; (2) any Claim based on defective products, breach of product warranties or other product claims relating to Products manufactured, shipped or sold by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant prior to the Nonassignable Assets except and Closing Date; (3) any Claim resulting from any act or omission of Seller on or prior to the extent Closing Date; (4) any Claim relating to any Contract that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or is required under Section 5.12 to the extent the assignment be listed in Schedule 5.12 but is not permitted under so listed; and (5) any of the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permittedExcluded Contracts. (b) If any Contract constituting any of the Assets is not assignable by Seller to Buyer without the consent of a third party and is listed on Schedule 8.2(b), Seller shall use its best efforts to provide Buyer with such third-party consent prior to the Closing Date to the extent requested by and to the satisfaction of Buyer but such consent shall not be a condition for Closing. Buyer shall render such cooperation as is reasonably required to assist Seller in obtaining such third-party consent. To the extent Purchaser receives permitted by applicable law, in the benefit event consents to the assignment thereof cannot be obtained, such nonassignable Contracts shall be held, as of any Nonassignable Asset pursuant and from the Closing, by Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to Section 2.06(a), Purchaser agrees be taken at Seller’s expense such actions in its name or otherwise as Buyer may reasonably request so as to assume and discharge any liability or obligation related to provide Buyer with the benefits of the nonassignable Contracts and to effect collection of money or other consideration that becomes due and payable under the nonassignable Contracts, and Seller shall promptly pay over to Buyer all money or other consideration received by it in respect of all nonassignable Contracts. If any such Nonassignable Assetconsent would reasonably necessitate any payment of consideration, Buyer and Seller will negotiate to equitably allocate the costs, recognizing on the one hand any additional value such payment would bring Buyer and on the other hand the value such payment would bring Seller.

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")contained in this Agreement, this Agreement shall not constitute an agreement or attempt to transfer, sublease or assign any contract, license, lease, sales order, purchase order or other agreement or any claim or right of any benefit arising thereunder or resulting therefrom or any governmental permit, license, franchise, approval, registration or certificate of occupancy (collectively, the "Rights") to the extent that an attempted sale, transfer, sublease or assignment or transfer thereof, without the consent of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer any other party thereto, would constitute a breach thereof or a violation in any way adversely affect the Purchaser's rights to receive the benefits thereunder. [**] - Confidential or proprietary information redacted. In order, however, that the full value of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser Rights may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, be realized for the benefit of the Purchaser, any the Seller shall, at the expense of the Purchaser and all material rights at the reasonable request and under the direction of Seller against the Purchaser, in the name of such issuer or such other party or partiesas otherwise reasonably specified by the Purchaser, acting reasonably, take all such action and do or cause to be done all such things that are necessary and advisable in order that the rights and obligations of the Seller in connection with such Rights may be performed in such manner that the value of such Rights shall be preserved and shall inure to the extent reasonably permitted. exclusive benefit of the Purchaser (b) To the extent Purchaser receives or to the benefit of any Nonassignable Asset pursuant to Section 2.06(a), the Purchaser agrees to assume and discharge any liability or obligation related to the benefits same extent as the Seller enjoyed prior to the date hereof if the Seller was not entitled to the exclusive benefit thereof). The Purchaser may at any time thereafter request a sale, assignment, conveyance or transfer of any Rights notwithstanding that the third party consent necessary for such sale, assignment and transfer has not been obtained, provided that such sale, assignment, conveyance or transfer of such Nonassignable AssetRights does not materially diminish the benefit of such Rights to any Affiliate of the Seller, if the Seller was not entitled to the exclusive benefit thereof.

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth hereinThe Sale Order shall, to the extent that any permitted by Law, provide for the assignment by Sellers to Buyer, effective upon the Closing, of the Assigned Transferred Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority in accordance with this Section 2.7. (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller a) Sellers shall use reasonable efforts, at reasonable cost best efforts to Seller, provide timely and proper written notice of the motion seeking entry of the Sale Order to obtain all parties to any consents or waivers executory Contracts to which any Seller is a party that are Transferred Contracts and take all other actions reasonably necessary to any cause such assignmentContracts to be assigned to Buyer pursuant to section 365 of the Bankruptcy Code. To the extent that such consents or waivers are not obtained by Seller on or before At the Closing, Sellers shall assign to Buyer the Transferred Contracts that may be assigned by any such Seller agrees to cooperate Buyer pursuant to sections 363 and 365 of the Bankruptcy Code. From and after the Effective Date until the earlier of (y) the date that is 45 days following the Closing and (z) the date on which the Bankruptcy Court enters an Order confirming Sellers’ plan of reorganization or liquidation (this clause (z) the “Plan Confirmation Date”), Buyer may, in consultation with Purchaser Sellers, propose to designate any Contract then in effect that Sellers have not otherwise disposed of, or agreed to dispose of, that is necessary to administer, control and exercise legal rights with respect to take such reasonable actionsthe use of all other Acquired Assets, at reasonable cost in each case, in the same manner in all material respects as by and on behalf of Sellers (as applicable) in connection with the Business during the twelve months prior to Sellerthe date hereof (and is not an Excluded Listed Contract as of the Effective Date), as Purchaser a Transferred Contract, as applicable, or designate any such Contract that would otherwise be a Transferred Contract as an Excluded Listed Contract, in each case by providing written notice of such designation or removal to Sellers and, in the case of designating an additional Transferred Contract, Sellers will use reasonable best efforts to cause such Contract to be assumed and assigned to Buyer in accordance with the Bankruptcy Code. Notwithstanding the foregoing, (i) Sellers may reasonably request not designate any such Contract as a Transferred Contract after Closing if Sellers have rejected, agreed to dispose, or disposed, of such Contract or require such Contract in order to secure provide services to any arrangement designed other business line of Sellers or to wind down the operations of Sellers and (ii) Sellers shall provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign not less than five Business Days’ notice to Buyer prior to filing any motion to reject, agreeing to dispose or disposing any Contract that is necessary to administer, control and deliver to Purchaser any net proceeds or net receivables by Seller pursuant exercise legal rights with respect to the Nonassignable Assets except use of all other Acquired Assets, in each case, in the same manner in all material respects as by and on behalf of Sellers (as applicable) in connection with the Business during the twelve months prior to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, date hereof (other than any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permittedExcluded Listed Contract). (b) To In the case of any removal or addition of a Transferred Contract pursuant to Section 2.7(a), Sellers shall give notice to the other parties to any Contract to which such removal or addition relates within three Business Days of Buyer notifying Sellers of such removal or addition. (c) In connection with and upon the assignment to Buyer of any Transferred Contract pursuant to this Section 2.7, Buyer and Sellers shall pay all of the Cure Costs consistent with the allocation of Assumed Liabilities and Excluded Liabilities set forth in Section 2.4(c) and Section 2.5. (d) If Sellers are unable to assign any Transferred Contract to Buyer as a result of an Order of the Bankruptcy Court or applicable Law, then Buyer and Sellers shall use reasonable best efforts prior to the Closing to obtain, and to cooperate in obtaining, all Consents and Governmental Authorizations from Governmental Authorities and third parties necessary to assign such Transferred Contract to Buyer; provided, however, neither Buyer nor Sellers shall be required to pay any amount or incur any obligation to any Person from whom any such Consent or Governmental Authorization may be required in order to obtain such Consent. (e) Notwithstanding any provision herein to the contrary, a Contract shall not be a Transferred Contract hereunder and shall not be assigned by the applicable Sellers and assumed by Buyer to the extent Purchaser receives that such Contract requires a Consent or Governmental Authorization (other than, and in addition to, that of the Bankruptcy Court) in order to permit the sale or transfer to Buyer of Sellers’ rights under such Contract, if such Consent or Governmental Authorization has not been obtained prior to the Closing. In such event, the Closing will proceed with respect to the remaining Acquired Assets upon the terms and subject to the conditions hereof, and there will be no reduction in the Purchase Price as a result thereof, and, for a period of six months after the Closing Date (or the remaining term of any such Contract if shorter or the closing of the Bankruptcy Cases, if earlier), (i) Sellers and Buyer will use their respective reasonable best efforts to obtain the Consents with respect to any such Contract and (ii) Sellers and Buyer will cooperate in a mutually agreeable arrangement, to the extent feasible and without the need for any Consent, under which Buyer would obtain the benefits and assume the obligations associated with such Contracts in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Buyer, or under which Sellers would enforce their rights thereunder for the benefit of Buyer with Buyer assuming each applicable Sellers’ obligations thereunder; provided, however, neither Buyer nor Sellers shall be required to pay any Nonassignable Asset pursuant amount, grant any accommodation therefor or incur any obligation to Section 2.06(a)any Person from whom any such Consent or Governmental Authorization may be required in order to obtain such Consent; provided further that neither Buyer nor any of Sellers will be obligated to initiate any Proceedings to obtain any such Consent or Governmental Authorization. For the avoidance of doubt, Purchaser agrees to assume and discharge the consummation of the transactions contemplated by this Agreement shall in no way be contingent or conditioned on obtaining any liability or obligation related to such Consents for the benefits assignment of such Nonassignable Assetthe Transferred Contracts.

Assignment of Contracts. The assignment of any Purchased Asset (aincluding of any Assumed Contract, Real Property Lease, Personal Property Lease, or Governmental Permit) Notwithstanding anything to be assigned to any of the contrary set forth herein, Purchasers pursuant to this Agreement shall not constitute a Contract to assign the same to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable attempted assignment without the consent Consent of the issuer thereof or the other party thereto or of any third party includingGovernmental Entity, without limitationas the case may be, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation give rise to any right of termination, cancellation or acceleration thereunder or would violate any LawLaw or Governmental Permit. Seller The Selling Parties shall use their commercially reasonable efforts, at reasonable cost to Selleras requested by Silgan, to obtain any consents or waivers necessary procure Consents to any such assignment; provided that the Selling Parties shall not be obligated to provide any incentives to induce Consent to such assignment or to commence litigation to compel Consent to such assignment. To For a period of one (1) year following the Closing Date or until any such Consent is obtained, whichever is shorter, to the extent that permitted by applicable Law, the Asset Sellers shall maintain the existence of such consents or waivers are not obtained by Seller on or before Purchased Asset, shall hold such Purchased Asset in trust for the Closing, Seller agrees to respective Purchaser and shall cooperate with Purchaser and to take such Silgan in any reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for such Purchaser all of the benefits of any such Nonassignable Assets. Seller Purchased Asset, including enforcement of any and all rights of the Asset Sellers against the other party thereto arising out of the breach, cancellation or termination thereof by such party; provided that the respective Purchaser shall further assign assume the liabilities of the Asset Sellers and deliver indemnify and hold the Asset Sellers harmless from and against any and all Losses in connection therewith (subject and without prejudice to Purchaser any net proceeds or net receivables by Seller the Selling Parties' indemnification obligations pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of Article X hereof) arising under such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforcePurchased Asset, for the benefit of Purchaser, any the Asset Sellers and all material rights of Seller against such issuer or such the other party or parties, to the extent reasonably permittedparties thereto. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.

Assignment of Contracts. (a) Notwithstanding anything to The Purchaser shall cooperate with the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or Company in obtaining any third party includingconsents that may be required to transfer the Purchased Assets to the Purchaser, without limitationincluding the provision of such information of the Purchaser as may be reasonably requested by such third parties in the context of their review of requests for consent; provided that the Purchaser shall not be obligated to expend any sum or advance any costs, a Governmental Authority (or commence any litigation or other legal proceedings, in connection with such cooperation. Notwithstanding anything in this Agreement to the "Nonassignable Assets")contrary, this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets any Contract, if such assignment or transfer or an attempted assignment or transfer thereof, without the consent of a third party thereto, would constitute a breach thereof or a violation in any way adversely affect the rights of any Lawthe Purchaser thereunder. Seller shall use reasonable effortsIf such consent is not obtained, at reasonable cost to Selleror if an attempted assignment thereof would be ineffective or would affect the rights of the Company thereunder so that the Purchaser would not in fact receive all such rights, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before Company and its shareholders (the Closing, Seller agrees to “Shareholders”) will cooperate with the Purchaser and to take such in any reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for the Purchaser the benefits under such claims, contracts, licenses, franchises, leases, commitments, sales orders, sales contracts, supply contracts, service agreements, purchase orders, purchase commitments or receivables, including enforcement for the benefit of the Purchaser of any and all rights of the Company against a third party thereto arising out of the breach or cancellation by such Nonassignable Assetsthird party or otherwise. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except If and to the extent that Seller has previously provided such arrangement cannot be made, Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permitted. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset have no obligation pursuant to Section 2.06(a)1.4 or otherwise with respect to any such real property lease, personal property lease, Contract or License. The provisions of this Section 1.3 shall not affect the right of Purchaser agrees not to assume and discharge any liability or obligation related consummate the transactions contemplated by this Agreement if the condition to the benefits of such Nonassignable Assetits obligations hereunder contained in Section 3.6(b) has not been fulfilled.

Assignment of Contracts. (a) Notwithstanding anything Anything in this Agreement to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")notwithstanding, this Agreement shall not constitute an assignment agreement to assign or otherwise transfer of any Contract or any other agreement used in the Nonassignable Assets Transferred Business or any rights thereunder, if such assignment or transfer or an attempted assignment or transfer thereof would constitute a breach thereof thereof, would be ineffective or would violate any applicable law without the consent of a violation third party to such assignment or transfer. Until such consent or waiver has been obtained, Buyer shall make all reasonable efforts to perform in Seller's name all of Seller's obligations under any Lawsuch Contract or other agreement for which any such consent has not been obtained. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such Buyer in any reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser Buyer all of the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except benefits, and to have Buyer assume the extent that Seller has previously provided Purchaser with the benefits of burdens, liabilities, obligations and expenses under all such proceeds Contracts or receivables or to the extent the assignment is not permitted under the Nonassignable Assetsother agreements. In connection therewithAt Buyer's request, Seller shall shall, at Buyer's sole cost and expense, take all reasonable efforts requested by Buyer to enforce, for the benefit of PurchaserBuyer, any and all material rights of Seller against under any such issuer Contract or such other party or parties, agreement not otherwise transferred pursuant to the extent reasonably permitted. (b) To provisions of this Agreement. Seller hereby authorizes Buyer to perform and Buyer hereby agrees to perform all of Seller's obligations after the extent Purchaser receives Closing under all such contracts. Seller agrees to remit promptly to Buyer all collections or payments received by Seller in respect of all such Contracts or other agreements, and shall hold all such collections or payments for the benefit of of, and promptly pay the same over to, Buyer; provided, however, that nothing herein shall create or provide any Nonassignable Asset pursuant rights or benefits in or to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Assetthird parties.

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to To the extent that any of the Assigned Contracts Contracts, or Acquired Authorizations any Contract that constitute an Acquired Asset are the Purchaser has assumed pursuant to Section 6.1(b), is not assignable capable of being sold, assigned, transferred or transferable set over to the Purchaser without the consent consent, release or waiver of the issuer any third person (including any Governmental Body), or if such sale, assignment, transfer or setover or attempted sale, assignment, transfer or setover would constitute a Breach thereof or the other party thereto a violation of any law or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")regulation, this Agreement shall not constitute a sale, assignment, transfer, or setover or an attempted sale, assignment, transfer or setover thereof. In those cases where consents, releases and/or waivers have not been obtained at or prior to the Closing Date to the transfer and assignment or transfer to the Purchaser of the Nonassignable Assets if Assigned Contracts, this Agreement, to the extent permitted by law, shall constitute an equitable assignment by the Seller to the Purchaser of all of the Seller’s rights, benefits, title and interest in and to the Assigned Contracts, and where necessary or appropriate, the Purchaser shall be deemed to be the Seller’s agent for the purpose of completing, fulfilling and discharging all of the Seller’s rights and liabilities arising after the Closing Date under such assignment Assigned Contracts and shall indemnify, defend and hold harmless the Seller and the Seller’s Related Parties and Affiliates from and against any third party claims arising from the Purchaser’s actions or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of failure to act with respect to any Lawsuch Assigned Contracts. The Seller shall use its commercially reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed efforts to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or Assigned Contracts (including, without limitation, permitting the Purchaser to enforce any rights of the Seller arising under such Assigned Contracts), and the Purchaser shall, to the extent the assignment Purchaser is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permitted. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to provided with the benefits of such Nonassignable AssetAssigned Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of the Seller under such Assigned Contracts. Following the Closing, the Seller shall continue to use commercially reasonable efforts to obtain any necessary consents, releases or waivers as quickly as practicable, and once a consent, release or waiver is obtained, the Seller shall promptly assign, transfer, convey and deliver the applicable Assigned Contract to the Purchaser, and the Purchaser shall assume the obligations under such Assigned Contract.

Assignment of Contracts. Nothing in this Agreement shall be construed as a sale, assignment, conveyance or transfer of, or an attempt to sell, assign, convey or transfer, any Purchased Contracts, Licenses, or other Purchased Assets (acollectively, the "Rights") Notwithstanding anything to the contrary set forth hereinif: 5.6.1. such Right is not saleable, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable assignable, conveyable or transferable without the consent of the issuer thereof or the other party thereto or any third party includinganother person (unless such consent has been obtained on terms satisfactory to Buyer, without limitationacting reasonably) and such sale, a Governmental Authority (the "Nonassignable Assets")assignment, this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment conveyance or transfer or attempted assignment sale, assignment, conveyance or transfer would constitute a breach thereof or a violation of such Right; or 5.6.2. the remedies for the enforcement of such Right available to Seller would not pass to Buyer. In order, however, that the full value of any LawRight may be realized for the benefit of Buyer, Seller shall, at its expense and at the request and under the direction of Buyer, in the name of Seller or as otherwise specified by Buyer, acting reasonably, take all such action and do or cause to be done all such things which are necessary and advisable from Seller in order that the obligations of Seller in connection with such Right may be performed in such manner that the value of such Right shall be preserved and shall enure to the exclusive benefit of Buyer. Buyer may at any time thereafter request a sale, assignment, conveyance or transfer of any Right notwithstanding that the third party consent necessary for such sale, assignment and transfer has not been obtained, provided that such sale, assignment or transfer shall not cause Seller to be in default under any Purchased Contract with such third party or to be in default under this Agreement. Seller shall use commercially reasonable effortsefforts to obtain all third party consents necessary for the sale, at reasonable cost assignment, transfer and conveyance by Seller to SellerBuyer of the Rights. Buyer shall cooperate in obtaining such consents. If any person whose consent is required does not consent to the sale, assignment, transfer and conveyance of a Right from Seller to Buyer, then Seller shall, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained permitted by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except law and to the extent that Seller has previously provided Purchaser the same does not constitute a breach of any Purchased Contract, carry out and comply with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any terms and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permitted. (b) To the extent Purchaser receives the benefit provisions of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume such Right as agent for Buyer at Buyer's expense and discharge any liability or obligation related to the benefits of such Nonassignable Assetfor Buyer's exclusive benefit.

Assignment of Contracts. At the Closing, the Sellers will convey, transfer and assign to the Buyer the rights of the Sellers under the contracts designated by the Buyer and listed in Section 1.2 of the Disclosure Schedule or designated by the Buyer in writing at least 15 days prior to the Closing (the “Assigned Contracts”), subject to the following terms and conditions: (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")provision hereof, this Agreement shall not constitute nor require an assignment or transfer to the Buyer of the Nonassignable Assets any contract if such assignment or transfer or an attempted assignment or transfer of such contract without the consent of any party would constitute a breach thereof or a violation of any LawLaw or any Order, rule or regulation of any Governmental Authority or court unless and until such consent shall have been obtained. Seller shall In the case of any contract that cannot be effectively transferred to the Buyer without such consent, the Sellers agree that they will promptly use commercially reasonable efforts, at reasonable cost to Seller, efforts to obtain any or cause to be obtained the necessary consents or waivers necessary to any the transfer of such assignmentcontracts. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller The Buyer agrees to use commercially reasonable efforts to cooperate with Purchaser the Sellers in obtaining such consents and to take enter into such reasonable actions, at reasonable cost to Seller, arrangement of assumption as Purchaser may be reasonably request in order to secure any arrangement designed to provide for Purchaser requested by the benefits of other contracting party under such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or partiescontract, to the extent reasonably permittednot inconsistent with the terms of this Agreement; provided, however, that in no event shall the Buyer be required to pay any fees or other compensation in connection with obtaining such consents. (b) With respect to each of the Assigned Contracts that are assigned to the Buyer pursuant to Section 1.2(a), the Sellers shall be entitled to all revenues, and shall retain all Liabilities and obligations under such contracts resulting from events or occurrences or relating to periods ending prior to the Effective Time, and the Buyer shall be entitled to receive all revenues, and shall assume all Liabilities and obligations under such contracts resulting from events or occurrences or relating to periods on or after the Effective Time. (c) To the extent Purchaser receives that consent to assign any Assigned Contract for the benefit use of any Nonassignable Asset a Vessel is not obtained prior to Closing (an “Unassigned Contract”), if a Vessel is performing work for a customer pursuant to Section 2.06(a)the terms of such Unassigned Contract at the Effective Time (a) such Unassigned Contract shall be held by the Sellers in trust for the Buyer after the Effective Time, Purchaser agrees to assume (b) all obligations thereunder shall be performed by the Buyer in the name of the Sellers, and discharge any liability or obligation related (c) all benefits, liabilities and obligations derived thereunder shall be for the account of the Buyer. Once consent for the assignment of such Unassigned Contract is obtained, the Sellers shall assign such Unassigned Contract to the benefits Buyer. The arrangement described in this Section 1.2(c) shall terminate on the earlier of the date on which (i) consent to the assignment of the Unassigned Contract is obtained, (ii) the Buyer consummates other arrangements with the party or parties under such Nonassignable AssetUnassigned Contract providing for the Buyer’s provision of services to such party or parties and the complete release of the Sellers for the future provision of services to such party or parties or (iii) such Unassigned Contract terminates. Notwithstanding the foregoing, the Sellers shall indemnify the Buyer from any Liabilities arising after the Effective Time from any communications or actions by the Sellers that were not authorized by the Buyer with respect to any Unassigned Contract.

Assignment of Contracts. The assignment of any Purchased Asset (a) Notwithstanding anything including of any Assumed Contract, Asset Seller Real Property Lease, Personal Property Lease, or Governmental Permit to be assigned to Asset Purchaser pursuant to the contrary set forth hereinprovisions hereof, including any right, claim or benefit thereunder) shall not constitute a Contract to assign the same to the extent that any an attempted assignment without the Consent of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party Other Party thereto or of any third party includingGovernmental Entity, without limitationas the case may be, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation give rise to any right of acceleration or termination thereunder or would violate any LawLaw or U.S. Business Governmental Permit. Asset Seller shall use its commercially reasonable best efforts, at reasonable cost as requested by the Purchaser Parties both before Closing and for a period of one hundred eighty days after Closing to Seller, to obtain any consents or waivers necessary procure Consents to any such assignmentassignment or to a novation thereof; provided, however, that Asset Seller's refusal to provide economic incentives to induce Consent to such assignment or novation other than may be required under any such agreement, and its failure to commence litigation to compel Consent to such assignment shall not be deemed to be a failure by Asset Seller to use commercially reasonable best efforts to secure such Consent. To Until any such Consent is obtained or if any such Consent is not obtained, Asset Seller shall maintain the extent that existence of such consents or waivers are not obtained by Seller on or before the ClosingPurchased Asset, Seller agrees to shall hold such Purchased Asset in trust for Asset Purchaser and shall cooperate with Asset Purchaser and to take such in any reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide Asset Purchaser all of the material benefits of any such Purchased Asset, including enforcement of any and all rights of Asset Seller against the other party thereto arising out of breach, cancellation or termination thereof by such party or otherwise upon request of Asset Purchaser. Nothing in this Section 7.14, including any arrangement for Asset Purchaser to be provided with any of the benefits of such Nonassignable Assets. Seller Purchased Asset, shall further assign and deliver constitute a waiver of the Purchaser Parties' right to Purchaser any net proceeds or net receivables by Seller pursuant insist on the condition to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permittedClosing set forth in Section 8.2 being satisfied in its entirety at Closing. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.

Assignment of Contracts. The Sellers and Buyer shall use commercially reasonable efforts for a period of ninety (a90) days following the Closing, and shall cooperate with each other, to obtain any required consent, waiver or approval of the other parties to any Assigned Contracts or any Claim or right or any benefit arising thereunder for the assignment thereof as Buyer may request (in each case, at Buyer’s cost). Such consents, waivers and approvals shall be in a form reasonably acceptable to Buyer and Arcadia. Notwithstanding anything to the contrary set forth hereinin this Agreement, no Party shall be required to pay any monies to obtain such consents. Notwithstanding any other provision of this Agreement to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")contrary, this Agreement shall not constitute an assignment agreement to assign or transfer of any rights under the Nonassignable Assets Assigned Contracts or any Claim or right or any benefit arising or resulting from the Assigned Contracts if such assignment or transfer or an attempted assignment or transfer thereof, without the consent or authorization of a third party thereto, would constitute a breach or other contravention thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents If an attempted transfer or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller assignment thereof would be ineffective pursuant to the Nonassignable Assets except terms of the applicable Assigned Contract or a violation of Law or its designee (as assignee of the Sellers) thereto or thereunder so that such assignee would not in fact receive all such rights, the Sellers and Buyer (or its designee) shall use commercially reasonable efforts to enter into any arrangement reasonably requested by the extent that Seller has previously other (provided Purchaser Buyer shall reimburse Sellers for all reasonable and documented out-of-pocket expenses incurred by Sellers arising from the actions taken by Sellers at Buyer’s request pursuant to this Section 1.10) under which (i) Buyer or its designee would, in compliance with Law, receive the rights and benefits of and assume the obligations and bear the economic burdens associated with such proceeds or receivables or to Assigned Contracts, and (ii) the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, Sellers would enforce for the benefit of Purchaser, Buyer or its designee any and all material of its rights of Seller against a third party associated with such issuer Assigned Contracts, and the Sellers would promptly pay to Buyer or such other party or parties, to its designee when received all monies received by the extent reasonably permitted. Sellers under any Assigned Contracts. The Sellers’ obligation under this Section 1.10 shall terminate ninety (b90) To days after the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.Closing Date. 1.11 Limited Licenses. [***]

Assignment of Contracts. (a) Notwithstanding anything Anything herein to the contrary set forth hereinnotwithstanding, to the extent that any of the Assigned Contracts Contract assigned or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without transferred to Purchaser hereunder shall require the consent of the issuer thereof or the any other party thereto or any third party including, without limitation, (a Governmental Authority (the "Nonassignable AssetsSPECIAL ITEM"), this Agreement Seller shall not constitute an be deemed to have assigned or transferred any Special Item, and Purchaser shall not be deemed to have assumed or received such Special Item, unless and until such consent shall have been obtained. Seller shall use its best reasonable efforts to obtain the necessary consents to the assignment or transfer of all Special Items, and Purchaser shall cooperate in those efforts but shall not be required to assume any burdens or obligations other than those presently provided under such Special Item. Until any necessary consent to the Nonassignable Assets if such assignment or transfer of a Special Item is obtained, Seller and Purchaser shall each cooperate with the other in any reasonable arrangement which provides Purchaser the benefits under such Special Item, including enforcement by Seller of any and all rights of Seller arising out of any breach or attempted cancellation by the other party thereto. If Seller shall obtain any necessary consent to the assignment or transfer would constitute of a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before Special Item after the Closing, Purchaser shall assume, and Seller agrees shall be deemed to cooperate with Purchaser and have assigned to take such reasonable actionsPurchaser, at reasonable cost the Special Item as of the Closing Date. All ordinary costs of performance after the Closing Date under any Special Item as to Sellerwhich the necessary consent has not been obtained, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser but the benefits of such Nonassignable Assets. Seller which have been accepted by Purchaser, shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, be for the benefit account of Purchaser, and Seller shall be promptly reimbursed by Purchaser for any and all material rights of such costs which the Seller against such issuer or such other party or parties, may be required to the extent reasonably permittedpay thereunder. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.

Assignment of Contracts. (a) Notwithstanding anything Anything in this Agreement to the contrary set forth hereinnotwithstanding, this Agreement shall not constitute a sale, assignment, transfer or conveyance (a “Transfer”) or an agreement to Transfer any Customer Contract, Supplier Contract, Other Contract, Real Property Lease or Personal Property Lease or any claim, right or benefit arising thereunder or resulting therefrom (collectively, the “Interests”) if an attempted Transfer thereof, without the Consent of a third party, would constitute a breach or other contravention thereof, be ineffective or in any way adversely affect any rights thereunder, unless and until such Interest can be effectively Transferred without such breach, contravention or adverse effect, at which time each such Interest shall be deemed to be so Transferred. Until such Transfer, all such Interest shall be held in trust by Seller for the sole benefit of Buyer. (b) Seller shall, prior to Closing, use reasonable commercial efforts to promptly obtain all necessary Consents to Transfer, free and clear of all Liens, except Permitted Liens, all such Interests and Seller shall pay and discharge all reasonable costs of obtaining any such Consent. (c) To the extent any Consents necessary to Transfer any Interest have not been obtained or are not in effect as of the Closing Time, Seller shall promptly notify Buyer of each such occurrence, and Seller and Buyer shall, during the remaining term of such Interest, use reasonable commercial efforts to (i) cooperate in any reasonable and lawful arrangements designed to provide the benefits of such Interest to Buyer, in which case Buyer shall pay or satisfy the corresponding obligations for the enjoyment of such benefits to the extent that Buyer would have been responsible therefor if such Consent had been obtained and such Interest had been transferred to Buyer; and (ii) enforce, at the request of Buyer, any rights of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of Seller arising from such Interest against the issuer thereof or the other party or parties thereto or any third party including, without limitation, a Governmental Authority (including the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost right to Seller, elect to obtain any consents or waivers necessary to terminate any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request Interest in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser accordance with the benefits terms thereof with the consent of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permittedBuyer). (bd) To Nothing in this Section 2.06 shall be deemed a waiver by Buyer of its right to receive at the extent Purchaser receives Closing Time an effective Transfer of all of the benefit of Purchased Assets nor shall this Section 2.06 be deemed to constitute an agreement to exclude any Nonassignable Asset pursuant to Section 2.06(a)asset, Purchaser agrees to assume and discharge any liability property or obligation related to right from the benefits of such Nonassignable AssetPurchased Assets.

Assignment of Contracts. (a) Notwithstanding anything Subject to the contrary set forth hereinterms and conditions of this Agreement, as of the Closing Date, Seller shall assign to Buyer all of the extent right, title and interest of Seller in and under all Contracts that constitute any of the Assigned Assets, and Buyer shall assume the liabilities and obligations of Seller arising under such Contracts after the Closing Date; provided, however, that Buyer shall not succeed to or Acquired Authorizations that constitute an Acquired Asset are not assignable assume, and Seller shall be responsible for, any liability or transferable without the consent obligation arising out of any or all of the issuer thereof or the other party thereto following: (i) any breach by Seller of any such Contract or any third party including, without limitation, a Governmental Authority (failure by Seller to discharge or perform any liability or obligation arising on or prior to the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to Closing Date under any such assignment. To the extent that such consents Contract; (ii) any Claim based on defective products, breach of product warranties or waivers are not obtained other product claims relating to products manufactured, shipped or sold by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant prior to the Nonassignable Assets except and Closing Date; (iii) any Claim resulting from any act or omission of Seller on or prior to the extent Closing Date; and (iv) any Claim relating to any Contract that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or is required under Section 5.9 to be listed in Schedule 5.9 to the extent the assignment Disclosure Memorandum but is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permittedso listed. (b) To If any Contract constituting any of the extent Purchaser receives Assets is not assignable by Seller to Buyer without the benefit consent of a third party, or will not continue in effect after the Closing and such assignment without the consent of a third party, then Seller shall use its commercially reasonable efforts to provide Buyer with such third-party consent prior to the Closing Date to the satisfaction of Buyer (but if Seller’s assignment or attempted assignment of any Nonassignable Asset pursuant such Contract prior to Section 2.06(aobtaining the third-party consent would constitute a breach of such Contract, then such assignment or attempted assignment shall not be or be deemed effective unless and until the third-party consent is obtained). Buyer shall render such cooperation as is reasonably required to assist Seller in obtaining such third-party consent. (c) Buyer shall pay cure amounts for the following agreements: (i) Reproduction and License Agreement between Engage and Adobe Systems dated January 1, 2003, (ii) Food Marketing Institute (for Market Technics, February 2004) dated ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) Software License Agreement by and between MediaBridge, Inc. (predecessor in interest to Engage) and Planview, Inc. dated March 27, 2000 and (iv) National Retail Foundation (for NRF Exhibition January 11-13, 2004 at Jacob Javits) dated January 14, 2003 as described in Schedules 2.1.4 and 2.1.6 to the Disclosure Memorandum. Seller shall pay the cure amounts (if any) for all other Assigned Agreements, including without limitation theOEM Agreement between Cascade Systems, Ltd (predecessor in interest to Engage), Purchaser agrees to assume the OEM Agreement between Engage and discharge any liability or obligation related to Alta Vista Company dated October 31, 2001, and Helios Software GmbH dated August 1995 and the benefits of such Nonassignable AssetDistributor License Agreement between Engage and DataDirect dated May 31, 2002.

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto in this Agreement or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")Ancillary Agreements, this Agreement shall not constitute an assignment agreement to assign any contract which is to be an Purchased Asset or transfer of the Nonassignable Assets any benefit arising thereunder or resulting therefrom, if such assignment or transfer or an attempted assignment or transfer thereof, without the consent of a party thereto other than Seller, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Purchaser, or its designees, thereunder (a violation of any Law"Non-Assignable Contract"). Seller shall use prior to the Closing all commercially reasonable efforts, at reasonable cost to Seller, efforts to obtain any consents the consent of the other Persons for the assignment thereof to Purchaser or waivers necessary to any its designees. If such assignment. To the extent that such consents or waivers are consent is not obtained by Seller on or before prior to the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that Purchaser would not receive substantially all such rights, (x) Seller agrees shall continue to use all commercially reasonable efforts to obtain the consent of the other Persons for the assignment thereof to Purchaser or its designees, and (y) Seller and Purchaser shall cooperate with in a mutually agreeable arrangement under which Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser would obtain the benefits of such Nonassignable Assets. and assume the obligations thereunder in accordance with Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, would enforce for the benefit of Purchaser, with Purchaser assuming Seller's obligations, any and all material rights of Seller against a third party thereto. Seller shall promptly pay to Purchaser when received all monies received by Seller in respect of such issuer Non-Assignable Contracts or such other party or partiesany benefit arising thereunder, except to the extent reasonably permittedthe same represents and Excluded Asset. To the extent the benefits therefrom and obligations thereunder have been provided by alternative arrangements as provided above, any such Non-Assignable Contract 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 Non-Assignable Contract due to the establishment of the alternative arrangements, or (ii) arising out of such Non-Assignable Contract as a result of Seller's action without Purchaser's approval in a manner inconsistent with the alternative arrangements. (b) To In furtherance, and not in limitation of the foregoing subsection (a), in the event that Seller is unable to obtain any required consent to the transfer at Closing to Purchaser of any Non-Assignable Contract and Seller and Purchaser have failed to agree on alternate arrangements to an assignment reasonably satisfactory to Purchaser, then (i) Seller shall remain a party to and shall continue to be bound by such Non-Assignable Contract, (ii) Purchaser shall pay, perform and discharge fully all of the obligations of Seller thereunder from and after the Closing Date, upon the terms and subject to the conditions of such Non-Assignable Contract, (iii) Seller shall, without further consideration received in respect of such Non-Assignable Contract on and after the Closing Date, and (vi) Seller shall, without further consideration therefor, exercise and exploit its rights and options under such Non-Assignable Contract in the manner and only to the extent directed by Purchaser. If and when any consent shall be obtained following the Closing Date with respect to the transfer by Seller to Purchaser receives the benefit of any Nonassignable Asset pursuant such Non-Assignable Contract or such Non-Assignable Contract shall otherwise become assignable following the Closing Date, Seller shall promptly assign all of its rights and obligations thereunder to Section 2.06(a)Purchaser, without further consideration therefor, and Purchaser agrees to shall, without further consideration therefor, assume such rights and discharge any liability or obligation related obligations, to the benefits fullest extent permitted. The existence of such Nonassignable Assetthe provisions of this Section 4.11 shall not reduce or otherwise adversely affect any Party's ability to enforce any of its rights under this Agreement.

Assignment of Contracts. Without derogating from Section 4.2.1(i) below, and subject to the foregoing, it is the intention of the parties that the Sellers shall assign (or procure the assignment of) the Assumed Contracts to the Buyer and the Buyer shall accept such assignment and assume all of the rights and obligations of the Sellers under the Assumed Contracts (except for the Non-assumed Liabilities) and all of Sellers’obligations in connection with the Warranty Obligations as set forth in Sections 1.1 (b) & (c) above. (a) Notwithstanding anything the foregoing, upon the occurrence of the Closing (i) whether or not the Seller has assigned (or procured the assignment of) each of the Assumed Contracts to the contrary set forth hereinBuyer, the provisions of all the Assumed Contracts and all of Seller’s Warranty Obligations (with the exception of the Non-assumed Liabilities and the non-assumed Sellers’ Warranty obligations (to be paid to Buyer) as detailed in Sections 1.1(b) & (c) above); shall apply to the Buyer, as if the Buyer was party to the Assumed Contracts. The parties shall cooperate to determine which of the aforementioned contracts and obligations should be formally assigned to Buyer, and the parties shall cooperate to receive such assignments to the extent possible, provided that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement provisions hereof shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute be altered as a breach thereof or a violation result of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to non-receipt of a any such formal assignment. To , or in the extent that event a party to such consents or waivers are contracts shall decide not obtained by Seller on or before the Closing, Seller agrees to cooperate continue its relationship with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permittedBuyer. (b) To Without derogating from the generality of the foregoing, the Buyer will put in place the necessary support and infrastructure to enable it to fulfill its assumed obligations under the Assumed Contracts and Warranty Obligations, including with respect to warranties, service and support; (c) With respect to each of the Assumed Contracts, and until such time as the assignment thereof is effected (or procured), the parties shall fully cooperate with the each other in all matters relating to the transfer of the Assumed Contracts and Warranty Obligations to Buyer (as well as any contracts relating to the Business which are not designated to be assumed by the Buyer, if so agreed by the parties). Without derogating from the aforesaid, for a period of 18 month from the Closing Date, Sellers shall take any action reasonably requested by the Buyer in connection with the exercise or enforcement of rights in connection with the Assumed Contracts, provided Buyer is aware of the fact that as of the Cut-Off date all of Sellers’ relevant personnel are working – until hired by Buyer, as Sellers’ employees mainly under the advance notice period, for Buyer and thereafter as Buyer employees, thereby limiting Sellers’ ability to actively provide any such assistance requiring the utilization of such personnel. The Buyer will reimburse the Sellers for any reasonably incurred costs approved in advance by the Buyer in this regard, and shall make available to Sellers the necessary workforce required to provide such assistance if applicable. Following such 18 month period such obligation of Sellers to assist Buyer shall lapse. (d) The Buyer shall indemnify the Sellers against every liability which the Sellers may incur to any other person whatsoever and against all claims, damages, costs and expenses made against or incurred by the Sellers by reason of any breach by the Buyer of any of the Assumed Contracts and/or any of the assumed Warranty Obligations after the Cut-Off Date, except to the extent Purchaser that such breach results from Sellers’ non-compliance with a provision set forth herein. (e) In the event that the Sellers receives any payment under the benefit Assumed Contracts where such payments relate to deliveries or services provided following Cut-Off Date or that otherwise belongs to Buyer under the provisions of this Agreement, the Sellers shall transfer such funds to the Buyer in accordance with the provisions of Section 3.8 below. The same provision shall apply, mutatis mutandis, to any payment received by Buyer that belongs to Seller pursuant to the provisions hereof. (f) In case the assignment of any Nonassignable Asset pursuant to Section 2.06(aAssumed Contract shall require the replacement of the Sellers’ guarantees with a new guarantee issued by Buyer, as specified in Schedule 1.1(b), Purchaser agrees to assume and discharge the parties shall cooperate in accordance with the provisions of said Schedule, provided however that Buyer shall indemnify Seller for any liability realization of a guarantee issued by Seller as a result of any act or obligation related to the benefits of such Nonassignable Assetomission by Buyer.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (a) Notwithstanding anything to the contrary set forth hereinany Assigned Contract which, to the extent that any as a matter of the Assigned Contracts law or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable by its terms, is nonassignable without the consent of the issuer thereof other parties thereto unless such consent has been given as set forth herein or is otherwise addressed in the other party thereto Novation Agreement, or (b) any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment Assigned Contract or transfer claims as to which all of the Nonassignable Assets if remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or by their terms, pass to Buyer as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every Assigned Contract and claim of the character described in clauses (a) and (b) immediately above and all claims and demands on such assignment Assigned Contracts may be realized for the benefit of Buyer, Seller, at the reasonable request of Buyer, shall take all such action and do or transfer cause to be done all such things as will, in the reasonable opinion of Buyer, be necessary or attempted assignment or transfer would constitute a breach thereof or a violation proper in order to ensure that the obligations of any LawSeller under such Assigned Contracts may be performed in such manner to ensure that the value of such Assigned Contracts will be preserved and will inure to the benefit of Buyer and to facilitate the collection of the monies due and payable and to become due and payable thereunder to Buyer in and under every such Assigned Contract and claim incurred after the Closing Date. Seller shall promptly pay over to Buyer all monies collected by or paid to Seller in respect of every Assigned Contract, claim or demand to the extent such monies are earned by Buyer on or after the Closing Date. Nothing in this Section 8.4 shall relieve Seller of its obligations to use its reasonable efforts, at reasonable cost to Seller, best efforts to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, required for the benefit transfer of Purchaser, any the Acquired Assets and all material rights of Seller against such issuer or such other party or parties, thereunder to the extent reasonably permittedBuyer for which Buyer has not waived delivery. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth hereinThe Sale Order shall, to the extent that any permitted by Law, provide for the assignment by Sellers to Buyer, effective upon the Closing, of the Assigned Transferred Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority in accordance with this Section 2.7. (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller a) Sellers shall use reasonable efforts, at reasonable cost best efforts to Seller, provide timely and proper written notice of the motion seeking entry of the Sale Order to obtain all parties to any consents or waivers executory Contracts to which any Seller is a party that are Transferred Contracts and take all other actions reasonably necessary to any cause such assignmentContracts to be assigned to Buyer pursuant to section 365 of the Bankruptcy Code. To the extent that such consents or waivers are not obtained by Seller on or before At the Closing, Sellers shall assign to Buyer the Transferred Contracts that may be assigned by any such Seller agrees to cooperate Buyer pursuant to sections 363 and 365 of the Bankruptcy Code. From and after the Effective Date until the earlier of (y) the date that is 45 days following the Closing and (z) the date on which the Bankruptcy Court enters an Order confirming Sellers’ plan of reorganization or liquidation (this clause (z) the “Plan Confirmation Date”), Buyer may, in consultation with Purchaser Sellers, propose to designate any Contract then in effect that Sellers have not otherwise disposed of, or agreed to dispose of, that is necessary to administer, control and exercise legal rights with respect to take such reasonable actionsthe use of all other Acquired Assets, at reasonable cost in each case, in the same manner in all material respects as by and on behalf of Sellers (as applicable) in connection with the Business during the twelve months prior to Sellerthe date hereof (and is not an Excluded Listed Contract as of the Effective Date), as Purchaser a Transferred Contract, as applicable, or designate any such Contract that would otherwise be a Transferred Contract as an Excluded Listed Contract, in each case by providing written notice of such designation or removal to Sellers and, in the case of designating an additional Transferred Contract, Sellers will use reasonable best efforts to cause such Contract to be assumed and assigned to Buyer in accordance with the Bankruptcy Code. Notwithstanding the foregoing, (i) Sellers may reasonably request not designate any such Contract as a Transferred Contract after Closing if Sellers have rejected, agreed to dispose, or disposed, of such Contract or require such Contract in order to secure provide services to any arrangement designed other business line of Sellers or to wind down the operations of Sellers and (ii) Sellers shall provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign not less than five Business Days’ notice to Buyer prior to filing any motion to reject, agreeing to dispose or disposing any Contract that is necessary to administer, control and deliver to Purchaser any net proceeds or net receivables by Seller pursuant exercise legal rights with respect to the Nonassignable Assets except use of all other Acquired Assets, in each case, in the same manner in all material respects as by and on behalf of Sellers (as applicable) in connection with the Business during the twelve months prior to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, date hereof (other than any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permittedExcluded Listed Contract). (b) To In the case of any removal or addition of a Transferred Contract pursuant to Section 2.7(a), Sellers shall give notice to the other parties to any Contract to which such removal or addition relates within three Business Days of Buyer notifying Sellers of such removal or addition. (c) In connection with and upon the assignment to Buyer of any Transferred Contract pursuant to this Section 2.7, Buyer and Sellers shall pay all of the Cure Costs. (d) If Sellers are unable to assign any Transferred Contract to Buyer as a result of an Order of the Bankruptcy Court or applicable Law, then Buyer and Sellers shall use reasonable best efforts prior to the Closing to obtain, and to cooperate in obtaining, all Consents and Governmental Authorizations from Governmental Authorities and third parties necessary to assign such Transferred Contract to Buyer; provided, however, neither Buyer nor Sellers shall be required to pay any amount or incur any obligation to any Person from whom any such Consent or Governmental Authorization may be required in order to obtain such Consent. (e) Notwithstanding any provision herein to the contrary, a Contract shall not be a Transferred Contract hereunder and shall not be assigned by the applicable Sellers and assumed by Buyer to the extent Purchaser receives that such Contract requires a Consent or Governmental Authorization (other than, and in addition to, that of the Bankruptcy Court) in order to permit the sale or transfer to Buyer of Sellers’ rights under such Contract, if such Consent or Governmental Authorization has not been obtained prior to the Closing. In such event, the Closing will proceed with respect to the remaining Acquired Assets upon the terms and subject to the conditions hereof, and there will be no reduction in the Purchase Price as a result thereof, and, for a period of six months after the Closing Date (or the remaining term of any such Contract if shorter or the closing of the Bankruptcy Cases, if earlier), (i) Sellers and Buyer will use their respective reasonable best efforts to obtain the Consents with respect to any such Contract and (ii) Sellers and Buyer will cooperate in a mutually agreeable arrangement, to the extent feasible and without the need for any Consent, under which Buyer would obtain the benefits and assume the obligations associated with such Contracts in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Buyer, or under which Sellers would enforce their rights thereunder for the benefit of Buyer with Buyer assuming each applicable Sellers’ obligations thereunder; provided, however, neither Buyer nor Sellers shall be required to pay any Nonassignable Asset pursuant amount, grant any accommodation therefor or incur any obligation to Section 2.06(a)any Person from whom any such Consent or Governmental Authorization may be required in order to obtain such Consent; provided further that neither Buyer nor any of Sellers will be obligated to initiate any Proceedings to obtain any such Consent or Governmental Authorization. For the avoidance of doubt, Purchaser agrees to assume and discharge the consummation of the transactions contemplated by this Agreement shall in no way be contingent or conditioned on obtaining any liability or obligation related to such Consents for the benefits assignment of such Nonassignable Assetthe Transferred Contracts.

Assignment of Contracts. (a) At or prior to the Closing Date, the Seller shall, at its sole cost and expense, (i) (unless waived or modified by the FTC with respect to any Acquired Contract or Lease) obtain the Required Consents, which are listed on Schedule 1.03(a)(i) hereto, and (ii) use its commercially reasonable efforts to obtain all necessary consents, approvals and authorizations to the assignment or transfer to the Purchaser of all of the Acquired Contracts that are not Required Consents (the “Non-Required Consents”), which are listed on Schedule 1.03(a)(ii) hereto. The Purchaser shall reasonably cooperate with the Seller in obtaining the Required Consents and Non-Required Consents (it being understood that the Purchaser shall not be required to spend money, commence any litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party in connection with cooperating to obtain the Required Consents and the Non-Required Consents). To the extent that any Required Consent is not obtained by the Seller at or prior to the Closing (in compliance with a waiver or modification by the FTC consistent with Section 1.03(a)(i)), the Seller shall, at its sole cost and expense, obtain (and shall be responsible for the payment of any necessary costs and expenses which may be necessary to satisfy this covenant) each such Required Consent as soon as practicable after the Closing Date, but in any event, not later than the first anniversary of the Closing Date. To the extent that any Non-Required Consent is not obtained by the Seller at or prior to the Closing, the Seller shall use its commercially reasonable efforts to obtain each such Non-Required Consent following the Closing, it being understood that neither the Seller nor any of its Affiliates shall be required to expend money, commence any litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party to obtain any such Non-Required Consent. The Seller and its Affiliates shall not be permitted to amend or modify any material terms of any Acquired Contract in order to obtain a Required Consent or Non-Required Consent without the prior written consent of the Purchaser (not to be unreasonably withheld or delayed). Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")contained in this Agreement, this Agreement shall not constitute an assignment agreement to assign any Contract, Lease, Permit, or transfer of the Nonassignable Assets right or any benefit arising thereunder or resulting therefrom if such assignment or transfer or an attempted assignment or transfer thereof, without the consent of any other Person, would constitute a breach thereof thereof, or a be in violation of any applicable Law, rule or regulation unless and until such consent has been obtained. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain If any consents Required Consents or waivers necessary to any such assignment. To the extent that such consents or waivers Non-Required Consents are not obtained by Seller on prior to Closing, or before if an attempted assignment thereof would result in a breach or violation of, or default under, the terms of the related Acquired Contract, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Purchaser so that the Purchaser would not in fact receive all such rights following the Closing, Seller agrees the parties shall cooperate to cooperate with implement a mutually agreeable arrangement under which the Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Contract in accordance with this Agreement, including through an arrangement under which the Seller would subcontract its rights and obligations in respect of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant Acquired Contract to the Nonassignable Assets except Purchaser, and to under which the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, would enforce for the benefit of Purchaser, the Purchaser any and all material of the rights of the Seller against a third party associated with such issuer or such other party or partiesAcquired Contract, to and the extent reasonably permitted. (b) To Seller would promptly pay the extent Purchaser receives all monies received by the benefit Seller in respect of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable AssetAcquired Contract.

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto in this Agreement or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")Ancillary Agreements, this Agreement shall not constitute an assignment agreement to assign any contract which is to be an Purchased Asset or transfer of the Nonassignable Assets any benefit arising thereunder or resulting therefrom, if such assignment or transfer or an attempted assignment or transfer thereof, without the consent of a party thereto other than the Seller, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Purchaser, or its designees, thereunder (a violation of any Law"Non-Assignable Contract"). Seller shall use prior to the Closing all commercially reasonable efforts, at reasonable cost to Seller, efforts to obtain any consents the consent of the other Persons for the assignment thereof to Purchaser or waivers necessary to any its designees. If such assignment. To the extent that such consents or waivers are consent is not obtained by Seller on or before prior to the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that Purchaser would not receive substantially all such rights, (x) Seller agrees shall continue to use all commercially reasonable efforts to obtain the consent of the other Persons for the assignment thereof to Purchaser or its designees, and (y) Seller and Purchaser shall cooperate with in a mutually agreeable arrangement under which Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser would obtain the benefits of such Nonassignable Assets. and assume the obligations thereunder in accordance with Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, would enforce for the benefit of Purchaser, with Purchaser assuming Seller's obligations, any and all material rights of Seller against a third party thereto. Seller shall promptly pay to Purchaser when received all monies received by Seller in respect of such issuer Non-Assignable Contracts or such other party or partiesany benefit arising thereunder, except to the extent reasonably permittedthe same represents and Excluded Asset. To the extent the benefits therefrom and obligations thereunder have been provided by alternative arrangements as provided above, any such Non-Assignable Contract 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 Non-Assignable Contract due to the establishment of the alternative arrangements, or (ii) arising out of such Non-Assignable Contract as a result of Seller's action without Purchaser's approval in a manner inconsistent with the alternative arrangements. (b) To In furtherance, and not in limitation of the foregoing subsection (a), in the event that Seller is unable to obtain any required consent to the transfer at Closing to the Purchaser of any Non-Assignable Contract and Seller and Purchaser have failed to agree on alternate arrangements to an assignment reasonably satisfactory to Purchaser, then (i) Seller shall remain a party to and shall continue to be bound by such Non-Assignable Contract, (ii) Purchaser shall pay, perform and discharge fully all of the obligations of Seller thereunder from and after the Closing Date, upon the terms and subject to the conditions of such Non-Assignable Contract, (iii) Seller shall, without further consideration received in respect of such Non-Assignable Contract on and after the Closing Date, and (vi) Seller shall, without further consideration therefor, exercise and exploit its rights and options under such Non-Assignable Contract in the manner and only to the extent directed by Purchaser. If and when any consent shall be obtained following the Closing Date with respect to the transfer by Seller to Purchaser receives the benefit of any Nonassignable Asset pursuant such Non-Assignable Contract or such Non-Assignable Contract shall otherwise become assignable following the Closing Date, Seller shall promptly assign all of its rights and obligations thereunder to Section 2.06(a)Purchaser, without further consideration therefor, and Purchaser agrees to shall, without further consideration therefor, assume such rights and discharge any liability or obligation related obligations, to the benefits fullest extent permitted. The existence of such Nonassignable Assetthe provisions of this Section 4.10 shall not reduce or otherwise adversely affect any Party's ability to enforce any of its rights under this Agreement.

Assignment of Contracts. (a) Notwithstanding anything Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to the contrary set forth hereinPurchaser, to the extent that any Transferred Contract, any Real Property Leases or Governmental Authorization which, as a matter of the Assigned Contracts law or Acquired Authorizations that constitute an Acquired Asset are by its terms, is (i) not assignable, or (ii) not assignable or transferable without the approval or consent of the issuer thereof or the other party thereto or any third party includingparties thereto, without limitationfirst obtaining such approval or consent (collectively “Non-Assignable Rights”). In connection with such Non-Assignable Rights, a Governmental Authority (and without prejudice to the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer rights of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable effortsPurchaser under Section 7.6, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate Vendor shall: (a) co-operate with Purchaser and use all reasonable efforts to take obtain all consents or approvals contemplated by the Transferred Contracts or Governmental Authorizations, in a form satisfactory to each of the Purchaser and the Vendor acting reasonably; provided that such reasonable actions, at reasonable cost consent or approval need not release the Vendor from liability under the relevant Transferred Contract or Governmental Authorization and nothing herein shall require the Vendor to Seller, as Purchaser may reasonably request make any payment to any other party in order to secure obtain such consent or approval other than those payments required under the terms and conditions of the Transferred Contracts, Real Property Leases and Governmental Authorizations; (b) co-operate with the Purchaser in any arrangement reasonable and lawful arrangements designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant Non-Assignable Rights to the Nonassignable Assets except Purchaser, including holding any such Non-Assignable Rights in trust for the Purchaser or acting as agent for the Purchaser. Effective upon Closing, the Vendor hereby irrevocably appoints any officer of the Purchaser as its attorney-in-fact with power to take all steps and sign all documents or instruments and act in the name and stead of the Vendor with respect to such Non-Assignable Rights, provided that the Purchaser shall not commit the Vendor to incur any cost, expense or liability in addition to its existing obligations under the existing terms and conditions of the Transferred Contracts, Real Property Leases and Governmental Authorizations as a result thereof. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the insolvency or bankruptcy of the Vendor and the Vendor hereby ratifies and confirms and shall ratify and confirm all that may be done by virtue of such appointment and power; (c) enforce any rights of the Vendor arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto, provided that nothing herein shall require the Vendor to make any payments to third parties other than those payments required to obtain a consent or approval for the assignment to the Purchaser of the Transferred Contracts, Real Property Leases and Governmental Authorizations in accordance with their terms and conditions; (d) take all such actions and do, or cause to be done, all such things at the request of the Purchaser as shall reasonably be necessary and proper in order that the Purchaser may perform the obligations of the Vendor under such Transferred Contract or Governmental Authorization and to ensure that the value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of the Purchaser, provided that nothing herein shall require the Vendor to make any payments to third parties other than those payments required to obtain a consent or approval for the assignment to the Purchaser of the Transferred Contracts, Real Property Leases and Governmental Authorizations in accordance with their terms and conditions; and (e) pay over to the Purchaser, all monies collected by or paid to the Vendor in respect of such Non-Assignable Rights to the extent that Seller has previously provided Purchaser with same relate to any period from and after the benefits of such proceeds or receivables or Effective Date. If the Vendor is unable to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permitted. (b) To the extent Purchaser receives lawfully provide the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related Governmental Authorization to the benefits Purchaser, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Nonassignable AssetGovernmental Authorization to any other party.

Assignment of Contracts. (a) Notwithstanding anything Seller shall obtain all consents and ----------------------- approvals necessary to assign to Buyer any Contract, permit or other asset of Seller that is included in the contrary set forth herein, to Purchased Assets. To the extent that the assignment hereunder by Seller to Buyer of any of the Assigned Contracts Contract is not permitted or Acquired Authorizations that constitute an Acquired Asset are is not assignable or transferable permitted without the consent of the issuer thereof or the any other party thereto or any third party including, without limitation, a Governmental Authority (to the "Nonassignable Assets")Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract if such consent is not given or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer otherwise would constitute a breach thereof of, or cause a violation loss of contractual benefits under, any Lawsuch Contract, and Buyer shall assume no obligations or liabilities thereunder. Seller shall use reasonable efforts, at reasonable cost advise Buyer promptly in writing with respect to Seller, any Contract under which it knows or has reason to believe it will not receive the required consent. Seller shall take all actions requested by Buyer and cooperate with Buyer to obtain such consent or any new Contract (if necessary) on substantially similar terms and conditions as those under the existing Contracts. Without in any way limiting Seller's obligations to obtain all consents or and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Buyer hereunder, if any such assignment. To consent is not obtained or if such assignment is not permitted irrespective of consent and the extent that Closing hereunder is consummated, Seller shall continue to use its reasonable best efforts to obtain such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to and shall cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request Buyer in order to secure any arrangement designed to provide for Purchaser Buyer with the rights and benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant (subject to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted obligations) under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permittedContracts. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.

Assignment of Contracts. (a) Notwithstanding Subject to the provisions of Sections 7.5 and 9.3, anything contained in this Agreement to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")notwithstanding, this Agreement shall not constitute an assignment agreement to assign the right, title or transfer interest of the Nonassignable Assets Seller in, to or under any contract or any claim or right of any benefit arising thereunder or resulting therefrom if such assignment or transfer or any attempted assignment or transfer thereof, without the consent of a third party thereto, would constitute a breach thereof or a violation in any way adversely affect the rights of any LawPurchaser or Seller thereunder or if by its terms such contract cannot be assigned. Seller In such event, such non-assignable contracts (the "NON-ASSIGNABLE CONTRACTS") shall use reasonable efforts, at reasonable cost to be excluded from the definition of Assigned Contracts for only so long as the applicable restriction remains in place and such property or asset or the proceeds thereof shall be held and/or received by Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforceif possible, for the benefit of Purchaser and Seller shall, until such time as any Non-Assignable Contract is effectively assigned to Purchaser, act as agent for Purchaser in order to obtain for Purchaser the benefits that would flow from ownership of such asset, including without limitation collecting and paying over to Purchaser any amounts payable to Seller with respect to any Humongous IP pursuant to a Non-Assignable Contract. Seller shall use its Commercially Reasonable Efforts to obtain, and all material rights Purchaser agrees to cooperate with Seller in its efforts to obtain, the consent of such third party to the assignment or transfer. If such consent is not obtained, Seller and Purchaser shall cooperate in any reasonable arrangements designed to provide Purchaser the obligations and benefits thereunder such as, by example, entering into a subcontract relationship. Notwithstanding the foregoing, the obligations of Seller against under this Section 1.6 shall not include any obligations to make any payment or incur any economic burden. Purchaser shall pay all third party costs associated with obtaining any such issuer assignments. Without limitation to the generality of the foregoing, Seller shall use Commercially Reasonable Efforts prior to the Closing in attempting to obtain any required consents and/or assignments in order to effect the transfer to Purchaser, or such other party or partiesthe entry into by Purchaser, as the case may be, of the League Licenses. As used herein, "LEAGUE LICENSES" means the professional sports league, player association and highlight-player licenses designated in Schedule 1.6 hereto. Notwithstanding anything herein to the contrary, to the extent reasonably permitted. that any League License or other agreement cannot be assigned to Purchaser (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant or equivalent rights cannot be licensed to Section 2.06(aPurchaser), Purchaser agrees to assume and discharge any shall have no liability or obligation related with respect to such League License or other Non-Assignable Contract. In the event that the NBA League License cannot be assigned to Purchaser, Seller shall, upon request by Purchaser and to the benefits of extent permitted by such Nonassignable Assetlicense, sublicense such license to IESA and/or Atari Interactive.

Assignment of Contracts. If any contract to be assigned to Allscripts under this Agreement may not be assigned without Consent of the other party thereto, RxCentric shall use its best efforts (awhich shall include curing any undisputed breaches of RxCentric’s obligations under the Assumed Contracts) Notwithstanding anything to obtain the consent of the other party to the contrary set forth herein, assignment. If a Required Consent to the assignment of any Assumed Contract is not obtained and Allscripts, in its discretion, waives the requirement under this Agreement that such Required Consent be obtained as a condition to Closing and the requirement that such Assumed Contract be assigned to Allscripts at the Closing, RxCentric shall use its best efforts to keep such Assumed Contract in effect and to give Allscripts the benefit of such Assumed Contract to the same extent as if it had been assigned, and Allscripts shall perform RxCentric’s obligations under the Assumed Contract relating to the benefit obtained by Allscripts From and after the Closing, RxCentric will diligently pursue and provide reasonable assistance to Allscripts in connection with obtaining any Consent that was not obtained prior to Closing. Nothing in this Agreement shall be construed as an attempt to assign any of the Assigned Contracts or Acquired Authorizations Assumed Contract that constitute an Acquired Asset are not assignable or transferable is by its terms nonassignable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, as a waiver by Allscripts of any requirement under this Agreement that consent to the extent reasonably permitted. (b) To the extent Purchaser receives the benefit assignment of any Nonassignable Asset pursuant such Assumed Contract be obtained prior to Section 2.06(a), Purchaser agrees Closing. The letter requesting consent to assume and discharge any liability or obligation related assignment with respect to the benefits of such Nonassignable AssetAssumed Contracts shall be substantially in the form set forth as Exhibit A hereto, except that, with respect to the Assumed Contracts to which Novartis or Aventis is a party, RxCentric shall use substantially the form set forth in Exhibit B hereto.

Assignment of Contracts. (a) Notwithstanding anything Subject to the contrary set forth hereinterms and conditions of this Agreement, as of the Closing Date, Seller shall assign to Buyer all of the extent right, title and interest of Seller in and under all Contracts that constitute any of the Assigned Assets, including but not limited to those listed in Schedule 5.10 to the Disclosure Memorandum, and Buyer shall assume the liabilities and obligations of Seller arising under such Contracts after the Closing Date; provided, however, that Buyer shall not succeed to or Acquired Authorizations that constitute an Acquired Asset are not assignable assume, and Seller shall be responsible for, any liability or transferable without the consent obligation arising out of any or all of the issuer thereof or the other party thereto following: (1) any breach by Seller of any such Contract or any third party including, without limitation, a Governmental Authority (failure by Seller to discharge or perform any liability or obligation that is required to be performed or discharged on or prior to the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to Closing Date under any such assignment. To Contract; (2) any Claim based on failure to perform services, defective services, defective products, breach of product or service warranties or other claims relating to services provided or products manufactured, shipped or sold by Seller and arising on or prior to the extent that such consents Closing Date; (3) any Claim resulting from any act or waivers are not obtained by omission of Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant prior to the Nonassignable Assets except Closing Date; and (4) any Claim relating to any Contract that is required under Section 5.10 to be listed in Schedule 5.10 to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment Disclosure Memorandum but is not permitted under so listed; and (5) any of the Nonassignable Excluded Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permitted. (b) To If any Contract constituting any of the extent Purchaser receives Assets, including but not limited to those listed in Schedule 5.10 to the benefit Disclosure Memorandum, is not assignable by Seller to Buyer without the consent of a third party, or will not continue in effect after the Closing and such assignment without the consent of a third party, then each of Seller and Parent shall use commercially reasonable efforts to provide Buyer with such third-party consent prior to the Closing Date to the satisfaction of Buyer (but if Seller's assignment or attempted assignment of any Nonassignable Asset pursuant such Contract prior to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to obtaining the benefits third-party consent would constitute a breach of such Nonassignable AssetContract, then such assignment or attempted assignment shall not be or be deemed effective unless and until the third-party consent is obtained). Buyer shall render such cooperation as is reasonably required to assist Seller and Parent in obtaining such third-party consent.

Assignment of Contracts. (a) At or prior to the Closing Date, the Seller shall, at its sole cost and expense, (i) (unless waived or modified by the FTC with respect to any Acquired Contract or Lease) obtain the Required Consents, which are listed on Schedule 1.03(a)(i) hereto, and (ii) use its commercially reasonable efforts to obtain all necessary consents, approvals and authorizations to the assignment or transfer to the Purchaser of all of the Acquired Contracts that are not Required Consents (the “Non-Required Consents”), which are listed on Schedule 1.03(a)(ii) hereto. The Purchaser shall reasonably cooperate with the Seller in obtaining the Required Consents and Non-Required Consents (it being understood that the Purchaser shall not be required to spend money, commence any litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party in connection with cooperating to obtain the Required Consents and the Non-Required Consents). To the extent that any Required Consent is not obtained by the Seller at or prior to the Closing (in compliance with a waiver or modification by the FTC consistent with Section 1.03(a)(i)), the Seller shall, at its sole cost and expense, obtain (and shall be responsible for the payment of any necessary costs and expenses which may be necessary to satisfy this covenant) each such Required Consent as soon as practicable after the Closing Date, but in any event, not later than the first anniversary of the Closing Date. To the extent that any Non-Required Consent is not obtained by the Seller at or prior to the Closing, the Seller shall use its commercially reasonable efforts to obtain each such Non-Required Consent following the Closing, it being understood that neither the Seller nor any of its Affiliates shall be required to expend money, commence any litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party to obtain any such Non-Required Consent. The Seller and its Affiliates shall not be permitted to amend or modify any material terms of any Acquired Contracts in order to obtain a Required Consent or Non-Required Consent without the prior written consent of the Purchaser (not to be unreasonably withheld or delayed). Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")contained in this Agreement, this Agreement shall not constitute an assignment agreement to assign any Contract, Lease, Permit, or transfer of the Nonassignable Assets right or any benefit arising thereunder or resulting therefrom if such assignment or transfer or an attempted assignment or transfer thereof, without the consent of any other Person, would constitute a breach thereof thereof, or a be in violation of any applicable Law, rule or regulation unless and until such consent has been obtained. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain If any consents Required Consents or waivers necessary to any such assignment. To the extent that such consents or waivers Non-Required Consents are not obtained by Seller on prior to Closing, or before if an attempted assignment thereof would result in a breach or violation of, or default under, the terms of the related Acquired Contract, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Purchaser so that the Purchaser would not in fact receive all such rights following the Closing, Seller agrees the parties shall cooperate to cooperate with implement a mutually agreeable arrangement under which the Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Contract in accordance with this Agreement, including through an arrangement under which the Seller would subcontract its rights and obligations in respect of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant Acquired Contract to the Nonassignable Assets except Purchaser, and to under which the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, would enforce for the benefit of Purchaser, the Purchaser any and all material of the rights of the Seller against a third party associated with such issuer or such other party or partiesAcquired Contract, to and the extent reasonably permitted. (b) To Seller would promptly pay the extent Purchaser receives all monies received by the benefit Seller in respect of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable AssetAcquired Contract.

Assignment of Contracts. Following the Closing Date, the Sellers and the Purchaser shall (aand the Purchaser shall cause the LLC to) Notwithstanding anything use commercially reasonable efforts to cause (i) the Non-Assigned Contracts to be assigned to the contrary set forth hereinLLC or the Purchaser, as designated by the Purchaser, and (ii) Sellers' (or, if applicable, their Affiliates') liability under the Non-Assigned Contracts to be fully released other than any obligation thereunder required to be performed at or prior to the extent that Closing or any liability for any non-disclosed breach thereof at or prior to the Closing (collectively, the "Retained Liabilities"). If the parties are unable to cause one or more of the Non-Assigned Contracts to be assigned to the LLC or the Purchaser, as designated by the Purchaser, the Sellers shall take and cause the Affiliates to take such action as may be necessary to convey and provide to the LLC and the Purchaser the benefits (including all economic and operational benefits) of such Non-Assigned Contracts as if the LLC and the Purchaser were parties thereto and the Sellers shall hold in trust and pay to the LLC or the Purchaser, as designated by the Purchaser promptly upon receipt thereof, all income, proceeds and monies received by Sellers or any of their Affiliates in connection with any such Non-Assigned Contract. If (i) the parties are unable to cause (A) the Non-Assigned Contracts to be assigned to the LLC or the Purchaser, as designated by the Purchaser and (B) the full release of Sellers' (or, if applicable, their Affiliates') liability under the Non-Assigned Contracts other than the Retained Liabilities, and (ii) the Sellers (or, if applicable, any of their Affiliates) are required to pay any amounts or to perform any obligations under any of the Non-Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without other than in respect of Retained Liabilities and the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser is receiving the benefits of such Nonassignable Assets. Seller Non-Assigned Contract, then the Purchaser and the LLC shall further assign (Y) be liable and deliver to Purchaser any net proceeds or net receivables by Seller pursuant responsible to the Nonassignable Assets except respective Seller (or, if applicable, one or more of its Affiliates) for such payment or performance (other than in respect of Retained Liabilities), and to the extent that Seller has previously provided Purchaser with the benefits (Z) at its cost and expense make such payment or perform such obligations on behalf of such proceeds or receivables or to the extent the assignment is not permitted Seller (or, if applicable, any of its Affiliates) in satisfaction of such Seller's obligations under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit applicable Non-Assigned Contract other than in respect of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permittedRetained Liabilities. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.

Assignment of Contracts. (a) Notwithstanding anything Subject to the contrary set forth hereinSection 2.3, to the extent that ----------------------- the assignment of all or any portion of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without any Assumed Contract shall require the consent of the issuer thereof or other party thereto, Seller shall use commercially reasonable efforts to procure the necessary consents for Purchaser to assume such Contracts prior to Closing, provided that no modification of any such Assumed Contract shall be made without Purchaser's prior written consent. Seller shall bear all usual and ordinary transfer fees associated with obtaining such consents provided, however, that in the event such other party shall attempt to charge an extraordinary transfer fee (defined to require payment of more than $10,000.00) for such transfer, the parties shall consult each other concerning a resolution of such issue. If the consent of the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary parties to any such assignment. To the extent that such consents or waivers are Assumed Contract is not obtained by Seller on or before the Closingin respect of any such Assumed Contract, Seller agrees to will, at Seller's expense, cooperate with Purchaser and to take such in making reasonable actions, at reasonable cost to Seller, as alternative arrangements requested by Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits under any such Assumed Contract, relating to periods subsequent to Closing, including enforcement for the benefit of Purchaser of any and all rights of Seller against the other party thereto with respect to such Nonassignable Assets. Seller shall further assign periods under such Assumed Contract and deliver win promptly pay to Purchaser any net proceeds or net receivables when received all monies received by Seller pursuant relating to the Nonassignable Assets except and such period under any such Assumed Contract. Notwithstanding any other provision of this Agreement, to the extent that Seller has previously provided such arrangement cannot be made, Purchaser with the benefits of such proceeds shall have no liability or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permitted. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset obligation pursuant to Section 2.06(a), Purchaser agrees 2.7 or otherwise under this Agreement with respect to assume and discharge any liability or obligation related to the benefits of such Nonassignable AssetAssumed Contract.

Assignment of Contracts. (a) Notwithstanding anything Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to the contrary set forth hereinPurchaser, to the extent that any Assumed Contract or Governmental Authorization which, as a matter of the Assigned Contracts law or Acquired Authorizations that constitute an Acquired Asset are by its terms, is (i) not assignable, 30 -25- or (ii) not assignable or transferable without the approval or consent of the issuer thereof or the other party thereto or any third party includingparties thereto, without limitation, a Governmental Authority first obtaining such approval or consent (the collectively "Nonassignable AssetsNon-Assignable Rights"). In connection with such Non-Assignable Rights, this Agreement shall not constitute an assignment or transfer the Vendor shall, at the request of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall Purchaser: (a) apply for and use all reasonable efforts, at reasonable cost to Seller, efforts to obtain any all consents or waivers necessary approvals contemplated by the Assumed Contracts and Governmental Authorizations, in a form satisfactory to the Purchaser acting reasonably, provided that nothing herein shall require the Vendor to make any payment to any such assignment. To other party to any of the extent that such consents or waivers are not obtained by Seller on or before Assumed Contracts; (b) co-operate with the Closing, Seller agrees to cooperate with Purchaser in any reasonable and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement lawful arrangements designed to provide for Purchaser the benefits of such Nonassignable AssetsNon-Assignable Rights to the Purchaser, including holding any such Non-Assignable Rights in trust for the Purchaser or acting as agent for the Purchaser; (c) enforce any rights of the Vendor arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto; (d) take all such actions and do, or cause to be done, all such things at the request of the Purchaser as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of the Purchaser; and (e) pay over to the Purchaser, all monies collected by or paid to the Vendor in respect of such Non-Assignable Rights. Seller The Parties shall further assign co-operate in any reasonable and deliver lawful arrangements designed to enable the Purchaser to perform and satisfy the obligations of the Vendor under such Non-Assignable Rights and the Purchaser shall perform and satisfy such obligations consistent with such arrangements with the Vendor. The Purchaser shall indemnify and save the Vendor harmless from any net proceeds Claims in respect of any Non-Assignable Rights in connection with or net receivables by Seller arising as a result of any action of the Vendor taken pursuant to the Nonassignable Assets except and foregoing. If the Vendor is unable to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permitted. (b) To the extent Purchaser receives lawfully provide the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related Governmental Authorization to the benefits Purchaser, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Nonassignable AssetGovernmental Authorization to any other Person.

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that This Agreement and any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement document delivered hereunder shall not constitute an assignment or transfer an attempted assignment of any Assumed Contract contemplated to be assigned to Buyer hereunder: (a) that is not assignable without the Nonassignable Assets consent of another party if such consent has not been obtained and such assignment or transfer or attempted assignment or transfer would constitute a breach thereof; or (b) in respect of which the remedies for the enforcement thereof or a violation available to Seller would not pass to Buyer. In respect of any Law. the foregoing, Seller shall use reasonable efforts, at reasonable cost take or cause to Seller, be taken such action in its name or otherwise as Buyer may reasonably require (other than the payment of money or incurring of contractual obligations) so as to obtain any consents or waivers necessary provide to any such assignment. To Buyer the extent that such consents or waivers are not obtained benefits thereof and to effect collection of money to become due and payable by the other party thereto and Seller shall promptly pay over to Buyer all money received by Seller on or before in respect of all of the foregoing. Effective upon completion of the Closing, Seller authorizes Buyer, at Buyer's expense, to perform all of Seller's obligations under the foregoing and constitutes Buyer its attorney to act in the name of Seller with respect thereto. Buyer shall assume all of Seller's obligations and responsibilities under any of the foregoing and agrees to cooperate with Purchaser fully indemnify Seller in respect of all such obligations and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant responsibilities to the Nonassignable Assets except same extent and to the extent that Seller has previously provided Purchaser with the benefits of manner if such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any obligations and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permittedresponsibilities were Assumed Contracts. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.

Assignment of Contracts. The Sellers and Buyer shall use commercially reasonable efforts for a period of ninety (a90) days following the Closing, and shall cooperate with each other, to obtain any required consent, waiver or approval of the other parties to any Assigned Contracts or any Claim or right or any benefit arising thereunder for the assignment thereof as Buyer may request (in each case, at Buyer’s cost). Such consents, waivers and approvals shall be in a form reasonably acceptable to Buyer and Arcadia. Notwithstanding anything to the contrary set forth hereinin this Agreement, no Party shall be required to pay any monies to obtain such consents. Notwithstanding any other provision of this Agreement to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")contrary, this Agreement shall not constitute an assignment agreement to assign or transfer of any rights under the Nonassignable Assets Assigned Contracts or any Claim or right or any benefit arising or resulting from the Assigned Contracts if such assignment or transfer or an attempted assignment or transfer thereof, without the consent or authorization of a third party thereto, would constitute a breach or other contravention thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents If an attempted transfer or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller assignment thereof would be ineffective pursuant to the Nonassignable Assets except terms of the applicable Assigned Contract or a violation of Law or its designee (as assignee of the Sellers) thereto or thereunder so that such assignee would not in fact receive all such rights, the Sellers and Buyer (or its designee) shall use commercially reasonable efforts to enter into any arrangement reasonably requested by the extent that Seller has previously other (provided Purchaser Buyer shall reimburse Sellers for all reasonable and documented out-of-pocket expenses incurred by Sellers arising from the actions taken by Sellers at Buyer’s request pursuant to this Section 1.10) under which (i) Buyer or its designee would, in compliance with Law, receive the rights and benefits of and assume the obligations and bear the economic burdens associated with such proceeds or receivables or to Assigned Contracts, and (ii) the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, Sellers would enforce for the benefit of Purchaser, Buyer or its designee any and all material of its rights of Seller against a third party associated with such issuer Assigned Contracts, and the Sellers would promptly pay to Buyer or such other party or parties, to its designee when received all monies received by the extent reasonably permittedSellers under any Assigned Contracts. The Sellers’ obligation under this Section 1.10 shall terminate ninety (90) days after the Closing Date. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.

Assignment of Contracts. (a1) Notwithstanding anything any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to the contrary set forth hereinassign (i) any Contract which, to the extent that any as a matter of the Assigned Contracts law or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable by its terms, is nonassignable without the consent of the issuer thereof other parties thereto unless such consent has been given, or the other party thereto (ii) any contract or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer claim as to which all of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach remedies for the enforcement thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained enjoyed by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Sellerwould not, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits a matter of such Nonassignable Assets. Seller shall further assign and deliver law or by its terms, pass to Purchaser any net proceeds or net receivables by Seller pursuant as an incident of the transfers and assignments to be made under this Agreement. (2) In order, however, that the Nonassignable Assets except full value of every contract and to claim of the extent that Seller has previously provided Purchaser with the benefits character described in clauses (i) and (ii) of subsection (1) immediately above and all claims and demands on such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, contracts may be realized for the benefit of Purchaser, any STOCK PURCHASE AGREEMENT DUCHOUQUETTE/PHYSICIAN GROUP 21 22 Seller, at the request and under the direction of Purchaser, shall take all material rights such reasonable action and do or cause to be done all such reasonable things as will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller against under such issuer or contracts may be performed in such other party or parties, manner that the value of such contract will be preserved and will inure to the extent reasonably permittedbenefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim. (b3) To Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand. (4) Nothing in this section shall relieve Seller of the extent Purchaser receives obligation to obtain any consents required for the benefit transfer of any Nonassignable Asset pursuant the Assets and all rights thereunder to Section 2.06(a)Purchaser, Purchaser agrees to assume and discharge nor relieve Seller from any liability or obligation related to the benefits of Purchaser for failure to obtain such Nonassignable Assetconsents.

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall will use reasonable its best efforts, at reasonable cost to and Purchaser will cooperate with Seller, to obtain any all approvals, consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser all of the Contracts (including Property Leases) or any net proceeds claim, right or net receivables by Seller pursuant benefit arising thereunder or resulting therefrom as soon as possible; provided, however, that Purchaser shall not be obligated to pay any consideration to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or partiesentity from whom such approval, to the extent reasonably permittedconsent or waiver is requested. (b) To the extent any of the foregoing approvals, consents or waivers in respect of any Contracts have not been obtained by Seller as of the Closing Date, and without limiting the rights of Purchaser receives under this Agreement, Seller covenants and agrees that the beneficial interest in and to any such Contract shall, to the extent permitted by the relevant Contract and/or by applicable Law, pass to Purchaser, and Seller covenants and agrees: (i) that it will hold and declare that it holds all such Contracts in trust for the benefit of Purchaser, its successors and assigns, from and after the Closing Date; (ii) to use its best efforts to obtain and secure any Nonassignable Asset pursuant and all consents and approvals that may be necessary to Section 2.06(a)effect such assignment or assignments of the same; (iii) to make or complete such assignment or assignments as soon as reasonably possible; (iv) to cooperate with Purchaser in any other reasonable arrangement designed to enable Seller to fulfill any such Contract until an effective assignment thereof to Purchaser can be obtained, and the parties agree to cooperate and take all necessary actions, including accountings between the parties, to assure that Purchaser agrees shall receive all of such benefits, rights, obligations and duties under such Contracts; and (v) to assume enforce, at the request of Purchaser and discharge at the expense and for the account of Purchaser, any liability rights, claims or obligation related to the benefits of Seller arising in respect of such Nonassignable AssetContract against any party or entity (including the right to elect to terminate any such right, claim or benefit in accordance with the terms thereof upon the written notice of Purchaser). The provisions of this Section 6.4(b) do not constitute a waiver of the conditions to Closing contained in Section 8.1 hereof.

Assignment of Contracts. If required by Applicable Law or the terms thereof to effect the proper and valid assignment to and assumption by Purchaser of any CSC Document, Lease Document, Assigned Contract, or other Contract to be assigned to and assumed by Purchaser pursuant to this Agreement (aeach, a “Restricted Contract”) Notwithstanding anything without breach or violation thereof, Seller and Parent agree to use their Best Efforts to obtain, prior to the contrary set forth herein, First Effective Time with respect to any CSC Document or Lease Document and with respect to the extent that Premier Insurance Program and the Corporate Insurance Policies or prior to the Second Effective time with respect to any Assigned Contract or such other Contract to be assigned to and assumed by Purchaser, the consent, waiver, authorization or approval, as applicable, of each other party to any such Restricted Contract necessary to permit the assignment to and assumption by Purchaser of all the Restricted Contracts as at the First Effective Time or the Second Effective Time, as applicable. Nothing in this Agreement or any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement Related Agreements shall not be deemed to constitute an assignment or transfer of an attempt to assign any Restricted Contract if the Nonassignable Assets if such assignment or transfer or attempted assignment thereof without the consent, waiver, authorization or transfer approval, as applicable, of each other party to such Restricted Contract would constitute a breach thereof or a violation affect in any way the rights of any LawSeller or Parent thereunder. Subject to Section 3.02, in the event Seller shall use reasonable efforts, at reasonable cost to Seller, or Parent fails to obtain any consents such consent, waiver, authorization or waivers necessary to any such assignment. To approval, the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to parties shall cooperate with Purchaser each other in any reasonable and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement lawful arrangements designed to provide for to Purchaser the material benefits of such Nonassignable Assets. use of any and all Restricted Contracts for which Seller shall further assign and deliver to Purchaser or Parent has not obtained the consent, waiver, authorization or approval, as applicable, for their respective terms (or any net proceeds right or net receivables by Seller pursuant to benefit arising thereunder, including the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, enforcement for the benefit of Purchaser, Purchaser of any and all material rights of Seller or Parent against such issuer or such other a third party or partiesthereunder). Subject to Section 3.02, to the extent reasonably permitted. (b) To permitted by Applicable Law, if any requisite consent, waiver, authorization or approval, as applicable, has not been obtained at or prior to the extent Purchaser receives First Effective Time or the Second Effective Time, as the case may be, the applicable Restricted Contract will be held by Seller or Parent in trust for the benefit of any Nonassignable Asset Purchaser and Purchaser will perform the obligations of Seller or Parent thereunder and be entitled to receive all money becoming due and payable under and other benefits derived from the Restricted Contract immediately after receipt by Seller thereof. When such consent, waiver, authorization or approval is obtained, Seller or Parent shall promptly assign, transfer, convey and deliver such Restricted Contract to Purchaser, and Purchaser shall assume the obligations under such Restricted Contract from and after the First Effective Time or the Second Effective time, as the case may be, pursuant to Section 2.06(a)a special-purpose assignment and assumption agreement substantially similar in terms and conditions to those set forth in the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, Purchaser agrees to assume execute and discharge any liability or obligation related to deliver in good faith at the benefits time of such Nonassignable Assettransfer, with the parties each being responsible for their own respective costs and expenses incurred in connection with the preparation thereof).

Assignment of Contracts. (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")contained in this Agreement, this Agreement shall not constitute an agreement or attempt to transfer, sublease or assign any contract, license, lease, sales order, purchase order or other agreement or any claim or right of any benefit arising thereunder or resulting therefrom or any governmental permit, license, franchise, approval, registration or certificate of occupancy (collectively, the "Rights") to the extent that an attempted sale, transfer, sublease or assignment or transfer thereof, without the consent of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer any other party thereto, would constitute a breach thereof or a violation in any way adversely affect the Purchaser's rights to receive the benefits thereunder. In order, however, that the full value of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser Rights may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, be realized for the benefit of the Purchaser, any the Seller shall, at the expense of the Purchaser and all material rights at the reasonable request and under the direction of Seller against the Purchaser, in the name of such issuer or such other party or partiesas otherwise reasonably specified by the Purchaser, acting reasonably, take all such action and do or cause to be done all such things that are necessary and advisable in order that the rights and obligations of the Seller in connection with such Rights may be performed in such manner that the value of such Rights shall be preserved and shall inure to the extent reasonably permitted. exclusive benefit of the Purchaser (b) To the extent Purchaser receives or to the benefit of any Nonassignable Asset pursuant to Section 2.06(a), the Purchaser agrees to assume and discharge any liability or obligation related to the benefits same extent as the Seller enjoyed prior to the date hereof if the Seller was not entitled to the exclusive benefit thereof). The Purchaser may at any time thereafter request a sale, assignment, conveyance or transfer of any Rights notwithstanding that the third party consent necessary for such sale, assignment and transfer has not been obtained, provided that such sale, assignment, conveyance or transfer of such Nonassignable AssetRights does not materially diminish the benefit of such Rights to any Affiliate of the Seller, if the Seller was not entitled to the exclusive benefit thereof.

Assignment of Contracts. (a) Notwithstanding anything If there are any consents or approvals required to be obtained under any Contracts in order to assign the Vendor’s interest in such Contracts to the contrary set forth hereinPurchaser, and such consents or approvals have not yet been obtained (or otherwise are not in full force and effect) as of the Closing Date, in the case of each Contract as to which such consent or approval was not obtained (or otherwise are not in full force and effect) (each, a “Restricted Contract”), the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain the consent or approval relating to each Restricted Contract as quickly as practicable following the Closing Date. Prior to the obtaining of such consent or approval, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the material benefits of use of any and all Restricted Contracts for their respective terms (or any right or benefit arising thereunder, including the enforcement for the benefit of the Purchaser of any and all rights of the Vendor against a third party thereunder). When a consent or approval for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract to the Purchaser, and the Purchaser shall assume the obligations under such Restricted Contract assigned to the Purchaser from and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaser, the Vendor shall continue its corporate existence and shall hold such Restricted Contracts for the exclusive benefit of the Purchaser and the Purchaser shall to the extent permissible and lawful, act as the Vendor’s subcontractor and perform all of the obligations of the Vendor under the Restricted Contracts. To the extent that any payment is made to the Vendor in respect of a Restricted Contract after the Assigned Contracts Closing Date the Vendor shall receive such payment as trustee and shall account to the Purchaser for the same within ten Business Days of receipt. Notwithstanding the foregoing or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without anything in this Agreement to the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets")contrary, this Agreement shall not constitute an agreement to sell, convey, assign or transfer any Restricted Contract if any attempted sale, conveyance, assignment or transfer of such Restricted Contract, without the Nonassignable Assets if requisite consent to such assignment or transfer or attempted assignment or transfer transfer, would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost by the Vendor with respect to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permittedRestricted Contract. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (ai) Notwithstanding anything to the contrary set forth hereinany contract which, to the extent that any as a matter of the Assigned Contracts law or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable by its terms, is nonassignable without the consent of the issuer thereof other parties thereto unless such consent has been given, or the other party thereto (ii) any contract or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer claims as to which all of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer remedies for the enforcement thereof enjoyed by Sellers would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Sellernot, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits a matter of such Nonassignable Assets. Seller shall further assign and deliver law or by its terms, pass to Purchaser any net proceeds or net receivables by Seller pursuant as an incident of the transfers and assignments to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted be made under the Nonassignable Assetsthis Agreement. In connection therewithorder, Seller shall enforcehowever, that the full value of every contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts may be realized for the benefit of Purchaser, any Sellers, at the request and expense and under the direction of Purchaser, shall take all material rights such action and do or cause to be done all such things as will be reasonably necessary or proper in order that the obligations of Seller against Sellers under such issuer contracts may be performed in such manner that the value of such contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the monies due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closing. Sellers shall promptly pay over to Purchaser all monies collected by or paid to it in respect of every such other party contract, claim or parties, demand to the extent reasonably permitted. (b) To such monies are earned by the extent Purchaser receives on or after the benefit Closing Date. Nothing in this Section 15 shall relieve Sellers of their obligation to obtain any Nonassignable Asset pursuant consents required for the transfer of the Assets and all rights thereunder to Section 2.06(a)Purchaser, Purchaser agrees to assume and discharge or shall relieve Sellers from any liability or obligation related to the benefits of Purchaser for failure to obtain such Nonassignable Assetconsents.