Common use of Assignment of Contracts Clause in Contracts

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 (i) any contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Sellers would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, 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, Sellers, at the request and expense and under the direction of Purchaser, shall take all 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 Sellers under such 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 contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Date. Nothing in this Section 15 shall relieve Sellers of their obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers from any liability to Purchaser for failure to obtain such consents.

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 (i) any contract Contract which, as a matter of law or by its terms, is nonassignable non-assignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract Contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts Contracts may be realized for the benefit of Purchaser, SellersSeller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be reasonably necessary or proper in order that the obligations of Sellers Seller under such contracts Contracts may be performed in such manner that the value of such contract Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the monies moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingclaim. Sellers Seller shall promptly pay over to Purchaser all monies moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 15 12.7 shall relieve Sellers Seller or Shareholder of their obligation obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers Seller or Shareholder from any liability to Purchaser for failure to obtain such consents.

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 (i) any contract Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract Contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts Contracts may be realized for the benefit of Purchaser, SellersSeller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be reasonably necessary or proper in order that the obligations of Sellers Seller under such contracts Contracts may be performed in such manner that the value of such contract Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the monies moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingclaim. Sellers Seller shall promptly pay over to Purchaser all monies moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 15 12.7 shall relieve Sellers Seller or Shareholder of their obligation obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers Seller or Shareholder from any liability to Purchaser for failure to obtain such consents.

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 (i) any contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, 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, SellersSeller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be reasonably necessary or proper in order that the obligations of Sellers Seller under such 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 Seller shall promptly pay over to Purchaser all monies collected by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Date. Nothing in this Section 15 shall relieve Sellers Seller of their its obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers Seller from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or otherwise transfer any Contract or any related document shall other agreement used in the Transferred Business or any rights thereunder, if an attempted assignment or transfer thereof would constitute a breach thereof, would be construed as an attempt to assign (i) ineffective or would violate any contract which, as a matter of applicable law or by its terms, is nonassignable without the consent of the a 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 such Contract or other parties thereto unless agreement for which any such consent has not been given, or (ii) obtained. Seller shall cooperate with Buyer in any contract or claims as reasonable arrangement designed to which provide for Buyer all of the remedies benefits, and to have Buyer assume the burdens, liabilities, obligations and expenses under all such Contracts or other agreements. At Buyer's request, Seller shall, at Buyer's sole cost and expense, take all reasonable efforts requested by Buyer to enforce, for the enforcement thereof enjoyed by Sellers would notbenefit of Buyer, as a matter any and all rights of law Seller under any such Contract or by its terms, pass other agreement not otherwise transferred pursuant to Purchaser as an incident the provisions of the transfers and assignments to be made under this Agreement. In orderSeller hereby authorizes Buyer to perform and Buyer hereby agrees to perform all of Seller's obligations after the 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, and promptly pay the same over to, Buyer; provided, however, that the full value of every contract and claim of the character described nothing herein shall create or provide any rights or benefits in clauses (i) and (ii) above and all claims and demands on such contracts may be realized for the benefit of Purchaser, Sellers, at the request and expense and under the direction of Purchaser, shall take all 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 Sellers under such 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 contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Date. Nothing in this Section 15 shall relieve Sellers of their obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers from any liability to Purchaser for failure to obtain such consentsthird parties.

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 (i) any contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, 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, SellersSeller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will in the opinion of Purchaser, be reasonably necessary or proper in order that the obligations of Sellers Seller under such 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 moneys 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 Seller shall promptly pay over to Purchaser all monies moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such monies moneys are earned by the Purchaser on or after the Closing Date. Nothing in this Section 15 13 shall relieve Sellers Seller of their its obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, Purchaser or shall relieve Sellers Seller from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing Anything in this Agreement to the ----------------------- contrary notwithstanding, this Agreement shall not constitute an agreement to assign or otherwise transfer any Contract or any related document shall rights thereunder, if an attempted assignment or transfer thereof would constitute a breach thereof, would be construed as an attempt to assign (i) ineffective or would violate any contract which, as a matter of applicable law or by its terms, is nonassignable without the consent of the other parties thereto unless a third party to such assignment or transfer. Until such consent or waiver has been obtained or waived by Buyer, Buyer shall make all reasonable efforts to perform in Seller's name all of Seller's obligations under any such Contract for which any such consent has not been givenobtained, or (ii) including without limitation, any contract or claims as failure of the Company to which obtain the consent to the assignment, if required, of the Company's lease of its office space. Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer all of the remedies benefits, and to have Buyer assume the burdens, liabilities, obligations and expenses under all such Contracts. At Buyer's request, Seller shall, at Buyer's sole cost and expense, take all reasonable efforts requested by Buyer to enforce, for the enforcement thereof enjoyed benefit of Buyer, any and all rights of Seller under any such Contract not otherwise transferred pursuant to the provisions of this Agreement including the assignment of all vendor and customer contracts (including Trilogy and Sage) not assigned prior to Closing (other than those vendor contracts specified in Section 5.1 hereof for which Seller has specifically agreed that it will obtain ----------- such assignments prior to the Closing). Seller hereby authorizes Buyer to perform and Buyer hereby agrees to perform all of Seller's obligations after the Closing under all such Contracts. Seller agrees to remit promptly to Buyer all collections or payments received by Sellers would notSeller in respect of all such Contracts, as a matter of law and shall hold all such collections or by its termspayments for the benefit of, pass to Purchaser as an incident of and promptly pay the transfers and assignments to be made under this Agreement. In ordersame over to, Buyer; provided, however, that the full value of every contract and claim of the character described nothing herein shall create or provide any rights or benefits in clauses (i) and (ii) above and all claims and demands on such contracts may be realized for the benefit of Purchaser, Sellers, at the request and expense and under the direction of Purchaser, shall take all 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 Sellers under such 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 contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Date. Nothing in this Section 15 shall relieve Sellers of their obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers from any liability to Purchaser for failure to obtain such consentsthird parties.

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 any Contract set forth on Schedule 4.8 (ias supplemented) any contract which, as a matter of law or by its terms, is nonassignable under the heading "Consents," without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Sellers would not, as a matter of law or by its terms, pass passes to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In orderthe event that not all consents listed on Schedule 4.8 (as supplemented) are obtained prior to the Closing Date, howeverSeller may, that in its discretion, elect to waive the condition set forth in Section 11.10 and Purchaser may, in its discretion, elect to waive the condition set forth in Section 10.5. If both Seller and Purchaser elect to waive said conditions and close the transactions contemplated by this Agreement, then in order for Purchaser to realize 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 Purchasersaid Contracts, SellersSeller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the reasonable judgment of Purchaser, be reasonably necessary or proper in order that the to perform Seller's obligations of Sellers under such contracts may be performed in such manner that the Contracts and preserve their value of such contract will be preserved and will inure to for the benefit of Purchaser, and for, and to facilitate, the collection of the monies including obtaining payment due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingsaid Contracts. Sellers Seller shall promptly pay over to Purchaser all monies moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing DateContract. Nothing in this Section 15 shall 12.7shall relieve Sellers Seller or the Shareholders of their obligation obligations to make their best efforts to obtain any of the consents set forth on Schedule 4.8(as supplemented) required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. Notwithstanding any other provision of this Agreement(a) Seller will use its best efforts, nothing in this Agreement and Purchaser will cooperate with Seller, to obtain all approvals, consents or any related document shall be construed as an attempt waivers necessary to assign (i) any contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims as to which Purchaser all of the remedies for the enforcement thereof enjoyed by Sellers would notContracts (including Property Leases) or any claim, right or benefit arising thereunder or resulting therefrom as a matter of law or by its terms, pass to Purchaser soon as an incident of the transfers and assignments to be made under this Agreement. In orderpossible; provided, however, that Purchaser shall not be obligated to pay any consideration to the full value of every contract and claim party or entity from whom such approval, consent or waiver is requested. (b) To the extent any of the character described foregoing approvals, consents or waivers in clauses respect of any Contracts have not been obtained by Seller as of the Closing Date, and without limiting the rights of Purchaser 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 (ii) above and declare that it holds all claims and demands on such contracts may be realized Contracts in trust for the benefit of Purchaser, Sellersits successors and assigns, from and after the Closing Date; (ii) to use its best efforts to obtain and secure any and all consents and approvals that may be necessary to 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 shall receive all of such benefits, rights, obligations and duties under such Contracts; and (v) to enforce, at the request of Purchaser and at the expense and under for the direction account of Purchaser, shall take all such action and do any rights, claims or cause to be done all such things as will be reasonably necessary or proper in order that the obligations benefits of Sellers under such 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 Seller arising in respect of every such contractContract against any party or entity (including the right to elect to terminate any such right, claim or demand to benefit in accordance with the extent such monies are earned by terms thereof upon the Purchaser on or after the Closing Datewritten notice of Purchaser). Nothing in The provisions of this Section 15 shall relieve Sellers of their obligation to obtain any consents required for the transfer 6.4(b) do not constitute a waiver of the Assets and all rights thereunder conditions to Purchaser, or shall relieve Sellers from any liability to Purchaser for failure to obtain such consentsClosing contained in Section 8.1 hereof.

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 (i) any contract Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract Contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts Contracts may be realized for the benefit of Purchaser, SellersSeller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be reasonably necessary or proper in order that the obligations of Sellers Seller under such contracts Contracts may be performed in such manner that the value of such contract Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the monies moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingclaim. Sellers Seller shall promptly pay over to Purchaser all monies moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 15 Article 17 shall relieve Sellers Seller and Shareholder of their obligation obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers Seller or Shareholder from any liability to Purchaser for failure to obtain such consents.

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 (ia) any contract Contract which, as a matter of law or by its terms, is nonassignable non-assignable without the consent of the other parties thereto unless such consent has been given, or (iib) any contract Contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Contract and claim of the character described in clauses (ia) and (iib) above and all claims and demands on such contracts Contracts may be realized for the benefit of Purchaser, SellersSeller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be reasonably necessary or proper in order that the obligations of Sellers Seller under such contracts Contracts may be performed in such manner that the value of such contract Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the monies moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingclaim. Sellers Seller shall promptly pay over to Purchaser all monies moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 15 shall relieve Sellers Seller of their obligation its obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers Seller from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. Notwithstanding any other provision of this AgreementAgreement to the contrary, nothing in this Agreement or any related document shall be construed as an attempt to assign (i) the extent that any contract which, as a matter of law to be assigned to Purchaser hereunder requires the waiver or by its terms, is nonassignable without the consent of the any other parties thereto party, Seller shall not be deemed to have assigned any such contract, and Purchaser shall not be deemed to have assumed or received any such contract, unless and until such waiver or consent has shall have been given, or (ii) any contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Sellers would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreementobtained. In orderthe event that the Closing occurs without obtaining such waiver or consent, Seller and Purchaser agree to use their reasonable best efforts to obtain the necessary waiver or consent to the assignment of any such contract; provided, however, that neither party shall be required to make any payment (unless such payment is due and owing under the full value respective contract) in order to obtain any such waiver or consent. Until any necessary waiver or consent to the assignment of every an Assigned Contract is obtained, Seller and Purchaser shall each, at no cost to each such party, cooperate with the other party in any reasonable arrangement which provides Purchaser with the benefits under such contract. All liabilities and expenses arising on and after the Closing Date under any such contract or license as to which the necessary consent has not been obtained and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts may whose benefits are being enjoyed by Purchaser shall be realized for the benefit of Purchaser, Sellers, at the request and expense and under the direction of Purchaser, shall take all 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 Sellers under such contracts may be performed in such manner that the value of such contract will be preserved and will inure to the benefit account 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 Seller shall be promptly pay over to Purchaser all monies collected reimbursed by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Date. Nothing in this Section 15 shall relieve Sellers of their obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers from any liability to Purchaser for failure any such liabilities or expenses which Seller may be required to obtain such consentspay or incur thereunder.

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 (i) any contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, 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, SellersSeller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be reasonably necessary or proper in order that the obligations of Sellers Seller under such 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 contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Date. Nothing in this Section 15 shall relieve Sellers of their obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers from any liability to Purchaser for failure to obtain such consents.Seller shall

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing neither this Agreement nor any document entered into in connection with this Agreement or any related document the transactions contemplated hereby shall be construed as an attempt to assign (i) any contract which, as a matter of law or by its terms, is nonassignable non-assignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, 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, SellersSeller, at its expense and at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be reasonably necessary or proper in order that the obligations of Sellers Seller under such 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 Seller shall promptly pay over to Purchaser all monies collected by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned or accrued by the Purchaser on or after the Closing Date. Nothing in this Section 15 shall relieve Sellers Seller, Shareholder or Telos of their obligation to obtain obtain, as soon as is practicable, any and all consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers Seller, Shareholder or Telos from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing Anything in this Agreement to the contrary ----------------------- notwithstanding, this Agreement shall not constitute an agreement to assign or otherwise transfer any Contract or any related document shall rights thereunder, if an attempted assignment or transfer thereof would constitute a breach thereof, would be construed as an attempt to assign (i) ineffective or would violate any contract which, as a matter of applicable law or by its terms, is nonassignable without the consent of the other parties thereto unless a 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 such Contract for which any such consent has not been given, or (ii) obtained. Seller shall cooperate with Buyer in any contract or claims as reasonable arrangement designed to which provide for Buyer all of the remedies benefits, and to have Buyer assume the burdens, liabilities, obligations and expenses under all such Contracts. At Buyer's request, Seller shall, at Buyer's sole cost and expense, take all reasonable efforts requested by Buyer to enforce, for the enforcement thereof enjoyed by Sellers would notbenefit of Buyer, as a matter any and all rights of law or by its terms, pass Seller under any such Contract not otherwise transferred pursuant to Purchaser as an incident the provisions of the transfers and assignments to be made under this Agreement. In orderSeller hereby authorizes Buyer to perform and Buyer hereby agrees to perform all of Seller's obligations after the 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, and shall hold all such collections or payments for the benefit of, and promptly pay the same over to, Buyer; provided, however, that the full value of every contract and claim of the character described nothing herein shall create or provide any rights or benefits in clauses (i) and (ii) above and all claims and demands on such contracts may be realized for the benefit of Purchaser, Sellers, at the request and expense and under the direction of Purchaser, shall take all 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 Sellers under such 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 contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Date. Nothing in this Section 15 shall relieve Sellers of their obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers from any liability to Purchaser for failure to obtain such consentsthird parties.

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 (ia) any contract Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (iib) any contract Contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Contract and claim of the character described in clauses (ia) and (iib) above and all claims and demands on such contracts Contracts may be realized for the benefit of Purchaser, SellersSeller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be reasonably necessary or proper in order that the obligations of Sellers Seller under such contracts Contracts may be performed in such manner that the value of such contract Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the monies moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingclaim. Sellers Seller shall promptly pay over to Purchaser all monies moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 15 24.13 shall relieve Sellers Seller of their obligation its obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers Seller from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. (1) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (i) any contract Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. . (2) In order, however, that the full value of every contract and claim of the character described in clauses (i) and (ii) of subsection (1) immediately above and all claims and demands on such contracts may be realized for the benefit of Purchaser, SellersSTOCK PURCHASE AGREEMENT DUCHOUQUETTE/PHYSICIAN GROUP 21 22 Seller, at the request and expense and under the direction of Purchaser, shall take all such reasonable action and do or cause to be done all such reasonable things as will will, in the opinion of Purchaser, be reasonably necessary or proper in order that the obligations of Sellers Seller under such 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 moneys 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 claim. (3) Seller shall promptly pay over to Purchaser all monies moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Date. demand. (4) Nothing in this Section 15 section shall relieve Sellers Seller of their the obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall nor relieve Sellers Seller from any liability to Purchaser for failure to obtain such consents.

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 (i) any contract Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract Contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Sellers would not, as a matter of law or by its terms, 37 45 pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts Contracts may be realized for the benefit of Purchaser, Sellers, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be reasonably necessary or proper in order that the obligations of Sellers under such contracts Contracts may be performed in such manner that the value of such contract Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the monies moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingclaim. Sellers shall promptly pay over to Purchaser all monies moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 15 12.7 shall relieve Sellers or Shareholder of their obligation obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers or Shareholder from any liability to Purchaser for failure to obtain such consents.

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 (ia) any contract Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (iib) any contract Contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Contract and claim of the character described in clauses (ia) and (iib) above and all claims and demands on such contracts Contracts may be realized for the benefit of Purchaser, SellersSeller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be reasonably necessary or proper in order that the obligations of Sellers Seller under such contracts Contracts may be performed in such manner that the value of such contract Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the monies moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingclaim. Sellers Seller shall promptly pay over to Purchaser all monies moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 15 26.13 shall relieve Sellers Seller of their obligation its obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers Seller from any liability to Purchaser for failure to obtain such consents.

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 (ia) any contract Assigned Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been givengiven as set forth herein, or (iib) any contract Assigned Contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law or by its their terms, pass to Purchaser Buyer as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Assigned Contract and claim of the character described in clauses (ia) and (iib) immediately above and all claims and demands on such contracts Assigned Contracts may be realized for the benefit of PurchaserBuyer, SellersSeller, at the reasonable request and expense and under the direction of PurchaserBuyer, shall take all such action and do or cause to be done all such things as will will, in the reasonable opinion of Buyer, be reasonably necessary or proper in order to ensure that the obligations of Sellers Seller under such contracts Assigned Contracts may be performed in such manner to ensure that the value of such contract Assigned Contracts will be preserved and will inure to the benefit of Purchaser, and for, Buyer and to facilitate, facilitate the collection of the monies due and payable and to become due and payable thereunder to Purchaser Buyer in and under every such contract Assigned Contract and claim incurred after the ClosingClosing Date. Sellers Seller shall promptly pay over to Purchaser Buyer all monies collected by or paid to it Seller in respect of every such contractAssigned Contract, claim or demand to the extent such monies are earned by the Purchaser Buyer on or after the Closing Date. Nothing in this Section 15 8.4 shall relieve Sellers Seller of their obligation its obligations to use its reasonable best efforts to obtain any consents required for the transfer of the Acquired Assets and all rights thereunder to Purchaser, or shall relieve Sellers from any liability to Purchaser Buyer for failure to obtain such consentswhich Buyer has not waived delivery.

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 (ia) any contract Assigned Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been givengiven as set forth herein or is otherwise addressed in the Novation Agreement, or (iib) any contract Assigned Contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law or by its their terms, pass to Purchaser Buyer as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Assigned Contract and claim of the character described in clauses (ia) and (iib) immediately above and all claims and demands on such contracts Assigned Contracts may be realized for the benefit of PurchaserBuyer, SellersSeller, at the reasonable request and expense and under the direction of PurchaserBuyer, shall take all such action and do or cause to be done all such things as will will, in the reasonable opinion of Buyer, be reasonably necessary or proper in order to ensure that the obligations of Sellers Seller under such contracts Assigned Contracts may be performed in such manner to ensure that the value of such contract Assigned Contracts will be preserved and will inure to the benefit of Purchaser, and for, Buyer and to facilitate, facilitate the collection of the monies due and payable and to become due and payable thereunder to Purchaser Buyer in and under every such contract Assigned Contract and claim incurred after the ClosingClosing Date. Sellers Seller shall promptly pay over to Purchaser Buyer all monies collected by or paid to it Seller in respect of every such contractAssigned Contract, claim or demand to the extent such monies are earned by the Purchaser Buyer on or after the Closing Date. Nothing in this Section 15 8.4 shall relieve Sellers Seller of their obligation its obligations to use its reasonable best efforts to obtain any consents required for the transfer of the Acquired Assets and all rights thereunder to Purchaser, or shall relieve Sellers from any liability to Purchaser Buyer for failure to obtain such consentswhich Buyer has not waived delivery.

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 (i) any contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, 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, SellersSeller or COREStaff, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be reasonably necessary or proper in order that the obligations of Sellers Seller under such 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 Closingclaim. Sellers Seller and COREStaff shall promptly pay over to Purchaser all monies moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 15 shall relieve Sellers Seller and COREStaff of their obligation its obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Sellers Seller and COREStaff from any liability to Purchaser for failure to obtain such consents.