Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. If and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Party.

Non-Assignable Contracts. (a) If and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Ralcorp Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Post Party of any Contract or other rights relating to the Halyard Post Business that would otherwise be transferred or assigned to such Halyard Post Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Ralcorp Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Post Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, obtained and (ii) unless not permitted by the terms thereof or by law, the Halyard Post Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Ralcorp Parties thereunder from and after the Effective TimeDistribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Ralcorp Parties for all indemnifiable Losses arising out of such performance by such Halyard Post Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Ralcorp Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Post Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Ralcorp Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 7.02(a) only as reasonably directed by Halyard Post and at HalyardPost’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Ralcorp Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Post Party without payment of further consideration, and the Halyard such Post Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereoftherefrom) pursuant to this Section 6.2 7.02(a) is prohibited by law or the terms thereof, this Section 6.2 7.02(a) shall operate to create a subcontract with the applicable Halyard Post Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Ralcorp Parties with respect to the performance by such Halyard Post Party. (b) If and to the extent that any Post Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp Party of any Contract or other rights relating to the Ralcorp Business that would otherwise be transferred or assigned to such Ralcorp Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Post Party shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Parties shall pay, perform and discharge fully all of the obligations of the Post Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Parties for all Losses arising out of such performance by such Ralcorp Party. The Post Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party promptly all monies, rights and other considerations received in respect of such performance. The Post Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b) only as reasonably directed by Ralcorp and at Ralcorp’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party without payment of further consideration, and such Ralcorp Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(b) is prohibited by law or the terms thereof, this Section 7.02(b) shall operate to create a subcontract with the applicable Ralcorp Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Parties with respect to the performance by such Ralcorp Party.

Non-Assignable Contracts. (a) If and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ First Data Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Western Union Party of any Contract or other rights relating to the Halyard Western Union Business that would otherwise be transferred or assigned to such Halyard Western Union Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ First Data Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Western Union Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, obtained and (ii) unless not permitted by the terms thereof or by law, the Halyard Western Union Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ First Data Parties thereunder from and after the Effective TimeDistribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ First Data Parties for all indemnifiable Losses arising out of such performance by such Halyard Western Union Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ First Data Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Western Union Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ First Data Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 8.2(a) only as reasonably directed by Halyard Western Union and at HalyardWestern Union’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ First Data Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Western Union Party without payment of further consideration, and the Halyard Western Union Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 8.2(a) is prohibited by law or the terms thereof, this Section 6.2 8.2(a) shall operate to create a subcontract with the applicable Halyard Western Union Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ First Data Parties with respect to the performance by such Halyard Western Union Party. (b) If and to the extent that any Western Union Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any First Data Party of any Contract or other rights relating to the First Data Business that would otherwise be transferred or assigned to such First Data Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Western Union Party shall continue to be bound thereby and the purported transfer or assignment to such First Data Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the First Data Parties shall pay, perform and discharge fully all of the obligations of the Western Union Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Western Union Parties for all indemnifiable Losses arising out of such performance by such First Data Party. The Western Union Parties shall, without further consideration therefor, pay and remit to the applicable First Data Party promptly all monies, rights and other considerations received in respect of such performance. The Western Union Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 8.2(b) only as reasonably directed by First Data and at First Data’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Western Union Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable First Data Party without payment of further consideration, and the First Data Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 8.2(b) is prohibited by law or the terms thereof, this Section 8.2(b) shall operate to create a subcontract with the applicable First Data Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Western Union Parties with respect to the performance by such First Data Party.

Non-Assignable Contracts. If and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Chaparral Party of any Contract or other rights relating to the Halyard Chaparral Business that would otherwise be transferred or assigned to such Halyard Chaparral Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Chaparral Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Chaparral Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Parties thereunder from and after the Effective TimeDistribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Parties for all indemnifiable Losses arising out of such performance by such Halyard Chaparral Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Chaparral Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard Chaparral and at HalyardChaparral’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Chaparral Party without payment of further consideration, and the Halyard Chaparral Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Chaparral Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Parties with respect to the performance by such Halyard Chaparral Party.

Non-Assignable Contracts. (a) If and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ NiSource Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Columbia Party of any Contract or other rights relating to the Halyard Columbia Business that would otherwise be transferred or assigned to such Halyard Columbia Party as contemplated by this Agreement or any other agreement or document contemplated herebyTransaction Agreement, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ NiSource Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Columbia Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, obtained and (ii) unless not permitted by the terms thereof or by lawLaw, the Halyard Columbia Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ NiSource Parties thereunder from and after the Effective TimeDistribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ NiSource Parties for all indemnifiable Losses arising out of such performance by such Halyard Columbia Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ NiSource Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Columbia Party promptly all monies, rights and other considerations consideration received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ NiSource Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 5.1(a) only as reasonably directed by Halyard Columbia and at HalyardColumbia’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties applicable NiSource Party shall promptly assign or transfer and novate (to the extent permissible) all of their its rights and obligations thereunder to the applicable Halyard Columbia Party without payment of further consideration, and the Halyard Columbia Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 5.1(a) is prohibited by law Law or the terms thereof, this Section 6.2 5.1(a) shall operate to create a subcontract with the applicable Halyard Columbia Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ NiSource Parties with respect to the performance by such Halyard Columbia Party. (b) If and to the extent that any Columbia Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any NiSource Party of any Contract or other rights relating to the NiSource Business that would otherwise be transferred or assigned to such NiSource Party as contemplated by this Agreement or any Transaction Agreement, (i) such Columbia Party shall continue to be bound thereby and the purported transfer or assignment to such NiSource Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by Law, the NiSource Parties shall pay, perform and discharge fully all of the obligations of the Columbia Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Columbia Parties for all Losses arising out of such performance by such NiSource Party. The Columbia Parties shall, without further consideration therefor, pay and remit to the applicable NiSource Party promptly all monies, rights and other consideration received in respect of such performance. The Columbia Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(b) only as reasonably directed by NiSource and at NiSource’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable Columbia Party shall promptly assign or transfer and novate (to the extent permissible) all of its rights and obligations thereunder to the applicable NiSource Party without payment of further consideration, and the NiSource Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 5.1(b) is prohibited by Law or the terms thereof, this Section 5.1(b) shall operate to create a subcontract with the applicable NiSource Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Columbia Parties with respect to the performance by such NiSource Party.

Non-Assignable Contracts. If Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assigned Contracts if an attempted assignment thereof, without consent of a Third Party thereto that has not been received, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Kadmon or AbbVie thereunder (each, a “Non-Assignable Contract”). Kadmon shall use its Commercially Reasonable Efforts, at Kadmon’s sole cost and expense, to obtain the consent of the other parties to any such Non-Assignable Contract for the assignment thereof to AbbVie. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Kadmon thereunder so that AbbVie would not in fact receive all rights under such Non-Assignable Contract, then, notwithstanding anything to the contrary in this Agreement, (a) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Contract, and (i) Kadmon shall use its Commercially Reasonable Efforts to obtain such consent as soon as possible after the Closing Date and (ii) AbbVie shall cooperate, to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable commercially reasonable, with Kadmon in its efforts to obtain any such consent, approval or amendment necessary for the transfer or assignment ; and (b) at AbbVie’s election prior to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated herebyClosing, (i) the Non-Assignable Contract shall not constitute a Purchased Asset and AbbVie shall have no obligation with respect to any such ▇▇▇▇▇▇▇▇Non-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer Assignable Contract or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and any liability with respect thereto or (ii) unless not permitted by the terms thereof or by law, the Halyard Parties Kadmon shall pay, perform and discharge fully use its Commercially Reasonable Efforts to obtain for AbbVie substantially all of the obligations practical benefit of such Non-Assignable Contract, including by (A) entering into appropriate and reasonable alternative arrangements on terms mutually and reasonably agreeable to Kadmon and AbbVie and (B) subject to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from consent and after control of AbbVie, enforcement of any and all rights of Kadmon against the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses Third Party thereto arising out of such performance the breach or cancellation thereof by such Halyard PartyThird Party or otherwise. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to Nothing contained in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment 3.2.3 shall be obtained deemed to limit or modify the representations and warranties of Kadmon contained in Section 4 of this Agreement or limit CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AbbVie’s rights to make claims for breaches of or inaccuracies in such Contract representations or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) warranties pursuant to Section 6 of this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyAgreement.

Non-Assignable Contracts. (a) If and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party member of the Potlatch Group is unable to obtain any consent, approval or amendment Consent necessary for the transfer or assignment to any Halyard Party Transfer of any Contract or other rights relating to the Halyard Pulp-Based Business that would otherwise be transferred or assigned Transferred to such Halyard Party a member of the Clearwater Group as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party member of the Potlatch Group shall continue to be bound thereby and the purported transfer or assignment Transfer to such Halyard Party member of the Clearwater Group shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents Consents have been obtained, and (ii) unless not permitted by the terms thereof or by lawLaw, the Halyard Parties Clearwater Group shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Potlatch Group thereunder from and after the Effective TimeDistribution, or such earlier time as such transfer or assignment Transfer would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Potlatch Group for all indemnifiable Losses arising out of such performance by such Halyard Partymember of the Clearwater Group. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Potlatch Group shall, without further consideration therefor, pay and remit to the applicable Halyard Party member of the Clearwater Group promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Potlatch Group shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 6.2(a) only as reasonably directed by Halyard Clearwater and at HalyardClearwater’s expense. If and when any such consent, approval or amendment Consent shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable Transferable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Potlatch Group shall promptly assign or transfer Transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party member of the Clearwater Group without payment of further consideration, and the Halyard Party Clearwater Group shall, without the payment of any further consideration therefor, assume Assume such rights and obligations. To the extent that the transfer or assignment Transfer of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 6.2(a) is prohibited by law Law or the terms thereof, this Section 6.2 6.2(a) shall operate to create a subcontract with the applicable Halyard Party member of the Clearwater Group to perform each relevant Contract or other right, agreement or document right at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Potlatch Group with respect to the performance by such Halyard Partymember of the Clearwater Group. (b) If and to the extent that any member of the Clearwater Group is unable to obtain any Consent necessary for the Transfer of any Contract or other rights relating to the Retained Business that would otherwise be Transferred to such member of the Potlatch Group as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such member of the Clearwater Group shall continue to be bound thereby and the purported Transfer to such member of the Potlatch Group shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary Consents have been obtained, and (ii) unless not permitted by the terms thereof or by Law, the Potlatch Group shall pay, perform and discharge fully all of the obligations of the Clearwater Group thereunder from and after the Distribution, or such earlier time as such Transfer would otherwise have taken place, and indemnify the Clearwater Group for all Losses arising out of such performance by such member of the Potlatch Group. The Clearwater Group shall, without further consideration therefor, pay and remit to the applicable member of the Potlatch Group promptly all monies, rights and other considerations received in respect of such performance. The Clearwater Group shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2(b) only as reasonably directed by Potlatch and at Potlatch’s expense. If and when any such Consent shall be obtained or such Contract or other right shall otherwise become Transferable or be able to be novated, the Clearwater Group shall promptly Transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable member of the Potlatch Group without payment of further consideration, and the Potlatch Group shall, without the payment of any further consideration therefor, Assume such rights and obligations. To the extent that the Transfer of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2(b) is prohibited by Law or the terms thereof, this Section 6.2(b) shall operate to create a subcontract with the applicable member of the Potlatch Group to perform each relevant Contract or other right at a subcontract price equal to the monies, rights and other considerations received by the Clearwater Group with respect to the performance by such member of the Potlatch Group.

Non-Assignable Contracts. If and to To the extent that any ▇▇▇▇▇▇▇▇Assigned Contract is not capable of being assigned under Section 365 of the Bankruptcy Code (or, if inapplicable, pursuant to other applicable Laws or the terms of such Contract) to Purchaser or a Designee without the consent of the other party thereto or any Person (including a Government Entity), and such consent has not been obtained (collectively, the “Non-▇▇▇▇▇ Party Assignable Contracts”), this Agreement will not constitute an assignment thereof, or an attempted assignment, unless any such consent is unable obtained. Any payment to be made in order to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted consent required by the terms thereof of any Non-Assignable Contract shall be the responsibility of Sellers to the extent of available cash on Sellers’ balance sheet. In the event that the aggregate amount of consent fees payable for all Non-Assignable Contracts exceeds the amount of available cash on the Sellers’ balance sheet, Purchaser or by lawits Designees shall satisfy such excess consent fees. If, after giving effect to the provisions of Sections 363 and 365 of the Bankruptcy Code, such consent is required but not obtained, the Halyard Parties Sellers shall paycooperate with Purchaser in any reasonable arrangement designed to provide for Purchaser the benefits and obligations of or under any such Non-Assignable Contract, perform including enforcement for the benefit of Purchaser of any and discharge fully all rights of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses Sellers against a third party thereto arising out of such performance the breach or cancellation thereof by such Halyard Partythird party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Any assignment to Purchaser of any Assigned Contract that shall, without further consideration therefor, pay and remit after giving effect to the applicable Halyard Party promptly all moniesprovisions of Sections 363 and 365 of the Bankruptcy Code, rights and other considerations received require the consent of any third party for such assignment as aforesaid shall be made subject to such consent being obtained. Any contract that would be an Assigned Contract but is not assigned in respect accordance with the terms of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard 2.5(f) shall not be considered an “Assigned Contract” for purposes hereof unless and at Halyard’s expense. If until such contract is assigned to Purchaser following the Closing Date upon receipt of the requisite consents to assignment and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyBankruptcy Court approval.

Non-Assignable Contracts. If (a) Neither this Agreement nor any Closing Document shall constitute an assignment or an attempted assignment of any Non-Assignable Contract. MDS agrees to assign and to cause each other Seller to assign any Non-Assignable Contracts to Buyer or the applicable Designated Buyer Affiliate when such assignment is permitted and as Buyer or the applicable Designated Buyer Affiliate may from time to time direct. MDS shall, and shall cause each other Seller to, use commercially reasonable efforts to obtain all consents required for the assignment to Buyer or the applicable Designated Buyer Affiliate of the Contracts, the Equipment Leases, the Warranty Rights and Transferable Licences included in the Purchased Assets of such Seller. No Seller shall, however, be obliged to commence arbitration or any other legal proceeding or make any payments to third parties other than any administrative, processing or similar fee or any other amounts contemplated by the particular Contract, Equipment Lease, Warranty Rights or Transferable Licence to be payable in connection with the assignment thereof to the Buyer pursuant hereto. Buyer and each Designated Buyer Affiliate shall co-operate with and assist each Seller in such Seller’s efforts to obtain such consents. (b) In respect of Non-Assignable Contracts other than Leases, to the extent that any ▇▇▇▇▇▇▇▇permitted by Applicable Law and the provisions of such Non-▇▇▇▇▇ Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, Assignable Contract: (i) such ▇▇▇▇▇▇▇▇if any of the Non-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments Assignable Contracts are removed and all necessary consents have been obtained, and (ii) unless not permitted assignable by the terms thereof or consents to the assignment thereof have not been obtained prior to the Closing Time, such Non-Assignable Contracts shall be held by law, the Halyard Parties applicable Seller (without any additional expense to the Seller whatsoever) in trust for Buyer or the applicable Designated Buyer Affiliate and the covenants and obligations thereunder shall pay, perform and discharge fully all be performed by Buyer or the applicable Designated Buyer Affiliate in the name of the applicable Seller and all benefits and obligations existing thereunder shall be for the account of Buyer or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from applicable Designated Buyer Affiliate (without any additional expense to Sellers whatsoever); and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place(ii) MDS shall take, and indemnify shall cause the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for applicable Seller (if other than MDS) to take or cause to be taken such reasonable action in the Seller’s name or otherwise as Buyer or the applicable Designated Buyer Affiliate may reasonably require so as to provide Buyer or the applicable Designated Buyer Affiliate with the benefits thereof and each Seller shall promptly pay over or deliver to Buyer or the applicable Designated Buyer Affiliate all indemnifiable Losses arising out of such performance money or other consideration, if any, received by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received Seller in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Party.Non-

Non-Assignable Contracts. If and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Fortune Brands Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard H&S Party of any Contract or other rights relating to the Halyard H&S Business that would otherwise be transferred or assigned to such Halyard H&S Party as contemplated by this Agreement or any other agreement or document contemplated herebyTransaction Agreement, (ia) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Fortune Brands Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard H&S Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, obtained and (iib) unless not permitted by the terms thereof or by law, the Halyard H&S Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Fortune Brands Parties thereunder from and after the Effective TimeDistribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Fortune Brands Parties for all indemnifiable Losses arising out of such performance by such Halyard H&S Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Fortune Brands Parties shall, without further consideration therefor, pay and remit to the applicable Halyard H&S Party promptly all monies, rights and other considerations consideration received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Fortune Brands Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 6.1 only as reasonably directed by Halyard H&S and at HalyardH&S’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties applicable Fortune Brands Party shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard H&S Party without payment of further consideration, and the Halyard H&S Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 6.1 is prohibited by law or the terms thereof, this Section 6.2 6.1 shall operate to create a subcontract with the applicable Halyard H&S Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Fortune Brands Parties with respect to the performance by such Halyard H&S Party.

Non-Assignable Contracts. If In the event and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party TSC is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Contract Contract, lease, license or other rights relating to the Halyard eLoyalty Business that would otherwise be transferred or assigned to such Halyard Party eLoyalty as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party TSC shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party eLoyalty shall automatically be deemed deferred until such time as all legal impediments are removed and and/or all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties eLoyalty shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties TSC thereunder from and after the Effective TimeDistribution Date, or such earlier time date as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties TSC for all indemnifiable Losses arising out of such performance by such Halyard PartyeLoyalty. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties TSC shall, without further consideration therefor, pay and remit to the applicable Halyard Party eLoyalty promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties TSC shall exercise or exploit their its rights and options under all such Contracts Contracts, leases, licenses and other rights, agreements rights and documents commitments referred to in this Section 6.2 7.3 only as reasonably directed by Halyard eLoyalty and at Halyard’s eLoyalty's expense. If and when any such consent, approval or amendment consent shall be obtained or such Contract Contract, lease, license or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties TSC shall promptly assign or transfer and novate (to the extent permissible) all of their its rights and obligations thereunder to the applicable Halyard Party eLoyalty without payment of further consideration, and the Halyard Party eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 6.2 7.3 is prohibited by law or law, the terms thereof, assignment provisions of this Section 6.2 7.3 shall operate to create a subcontract with the applicable Halyard Party eLoyalty to perform each relevant unassignable TSC Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties TSC with respect to the performance by eLoyalty under such Halyard Partysubcontract.

Non-Assignable Contracts. If and (a) Notwithstanding anything contained in this Agreement to the extent that contrary, this Agreement shall not constitute an agreement to assign any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable Purchased Contract or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof without the consent of a third party thereto would constitute a breach or other contravention thereof, would be ineffective with respect to any such third party, or would in any way adversely affect the rights of Purchaser or Sellers thereunder. (b) With respect to any such Purchased Contract for which the consent of a party thereto shall not have been obtained at Closing and any claim, right or benefit arising thereunder or resulting therefrom, Sellers and Purchaser shall each use their reasonable good faith efforts to obtain as expeditiously as possible the written consent of the other parties to such Purchased Contract for the assignment thereof to Purchaser. (c) Unless and until any consent, waiver, confirmation, novation or approval is obtained with respect to any such Purchased Contract, Sellers and Purchaser shall cooperate to establish an arrangement satisfactory to Purchaser under which Purchaser would obtain the claims, rights and benefits and assume the corresponding liabilities and obligations thereunder (including by means of any subcontracting, sublicensing or amendment necessary subleasing arrangement) or under which Sellers would enforce for the transfer or assignment benefit of Purchaser, with Purchaser assuming and agreeing to pay Sellers' obligations, any Halyard Party and all claims, rights and benefits of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to Sellers against a third party thereto. In such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated herebyevent, (i) Sellers will promptly pay to Purchaser, when received, all moneys received by it under any such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer Purchased Contract or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtainedany claim, right or benefit arising thereunder, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall Purchaser will promptly pay, perform or discharge, when due, any and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Timeliabilities arising thereunder, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received than those being contested in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Partygood faith.

Non-Assignable Contracts. If 2.9.1. Nothing in this Agreement nor the consummation of the Acquisition shall be construed as an attempt or agreement to assign any Assigned Contract or Approval, which by its terms or by Law is non-assignable without the consent of a third party including any Governmental Authority, or is cancellable by a third party or any Governmental Authority in the event of an assignment, or that the assignment thereof may otherwise affect the rights of the Buyer thereunder (“Non-assignable Assets”), unless and until such consent shall have been obtained. 2.9.2. The Seller shall use reasonable commercial efforts to obtain the consent of any relevant third party or Governmental Authority to the assignment of any Seller Contracts or any other asset included in the Acquired Assets, to the extent such consent is needed. To the extent permitted by applicable Law, in the event that any ▇▇▇▇▇▇▇▇consents to the assignment thereof cannot or may not be obtained, such Non-▇▇▇▇▇ Party is unable to obtain any consentassignable Assets shall be held, approval or amendment necessary as of and from the Closing Date, by the Seller (or, in the event of a Non-assignable Asset from another member of the Seller Group, by such member of the Seller Group) in trust for the transfer Buyer, and the covenants and obligations thereunder shall be performed by the Buyer in the Seller’s name and all benefits and obligations existing thereunder shall be for the Buyer’s account. The Seller shall take or assignment cause to any Halyard Party be taken, at the Buyer’s expense, such actions in its name or otherwise as the Buyer may reasonably request so as to provide the Buyer with the benefits of any Contract the Non-assignable Assets and to effect collection of money or other rights relating consideration that becomes due and payable under the Non-assignable Assets, and the Seller shall deposit all money or other consideration received by it in respect of all Non-assignable Assets in a special separate escrow account and shall promptly pay over such monies to the Halyard Business that would otherwise be transferred Buyer. As of and from the Closing Date, the Seller shall authorize the Buyer, either by delivering to the Buyer at the Closing Date, an irrevocable power of attorney, to the extent permitted by Law and the terms of the Non-assignable Assets, by entering into subcontracting, sublicensing or assigned to such Halyard Party as contemplated by this Agreement subleasing arrangements, or in any other agreement or document contemplated herebymanner as shall be reasonably requested by Buyer, (i) such ▇▇▇▇▇▇▇▇at the Buyer’s expense, to perform all the obligations and receive all the benefits of Seller under the Non-▇▇▇▇▇ Party assignable Assets and appoints Buyer, solely for this purpose, as its attorney-in-fact to act in its name on its behalf. Notwithstanding anything to the contrary stated herein, Seller’s undertakings under this Section ‎2.9.2 as it relates to the Lion Project, shall continue be subject to be bound thereby Buyer procuring a guarantee from the third party guarantor and the purported transfer or assignment in a form acceptable to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtainedSeller, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully which guarantor undertakes to guarantee all of the obligations of Buyer under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from Lion Project and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and to indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received Seller in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options all Liabilities arising under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to Lion Project beyond the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment amount of any further consideration therefor, assume such rights and obligations. To performance bond issued by Seller under the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyLion Project.

Non-Assignable Contracts. If and to the extent that any ▇▇▇▇▇▇▇▇-▇▇D▇▇▇ Party is unable to does not obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard TreeHouse Party of any Contract or other rights relating to the Halyard Business Transferred Businesses that would otherwise be transferred or assigned to such Halyard TreeHouse Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇D▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard TreeHouse Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard TreeHouse Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇D▇▇▇ Parties thereunder from and after the Effective TimeDistribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇D▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard TreeHouse Party. The ▇▇▇▇▇▇▇▇-▇▇D▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard TreeHouse Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇D▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and take such other rights, agreements and documents referred to in this Section 6.2 only action as may be reasonably directed requested by Halyard TreeHouse and at HalyardTreeHouse’s expenseexpense in order to place TreeHouse in the same position it would have been if such Contract had been transferred as contemplated hereby on the Distribution Date. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇D▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard TreeHouse Party without payment of further consideration, and the Halyard TreeHouse Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard TreeHouse Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations consideration received by the ▇▇▇▇▇▇▇▇-▇▇D▇▇▇ Parties with respect to the performance by such Halyard TreeHouse Party. For purposes of this Section 6.2, “Contract” shall be deemed to include Real Estate Leases and Personal Property Leases.

Non-Assignable Contracts. If and to the extent that any ▇K▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Neenah Party of any Contract or other rights relating to the Halyard Neenah Business that would otherwise be transferred or assigned to such Halyard Neenah Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇K▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Neenah Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Neenah Parties shall pay, perform and discharge fully all of the obligations of the ▇K▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective TimeDistribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇K▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Neenah Party. The ▇K▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Neenah Party promptly all monies, rights and other considerations received in respect of such performance. The ▇K▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 6.3 only as reasonably directed by Halyard Neenah and at HalyardNeenah’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇K▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Neenah Party without payment of further consideration, and the Halyard Neenah Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 6.3 is prohibited by law or the terms thereof, this Section 6.2 6.3 shall operate to create a subcontract with the applicable Halyard Neenah Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇K▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Neenah Party.

Non-Assignable Contracts. (a) If and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇ Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard CoffeeCo Party of any Contract or other rights relating to the Halyard CoffeeCo Business that would otherwise be transferred or assigned to such Halyard CoffeeCo Party as contemplated by this Agreement or any other agreement or document contemplated herebyTransaction Agreement, (ia) such ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard CoffeeCo Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, obtained and (iib) unless not permitted by the terms thereof or by law, the Halyard CoffeeCo Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇ Parties thereunder from and after the Effective TimeDistribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard CoffeeCo Party. The ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard CoffeeCo Party promptly all monies, rights and other considerations consideration received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 6.1(a) only as reasonably directed by Halyard CoffeeCo and at HalyardCoffeeCo’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇applicable ▇▇▇▇ Parties ▇▇▇ Party shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard CoffeeCo Party without payment of further consideration, and the Halyard CoffeeCo Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 6.1(a) is prohibited by law or the terms thereof, this Section 6.2 6.1(a) shall operate to create a subcontract with the applicable Halyard CoffeeCo Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇ Parties with respect to the performance by such Halyard CoffeeCo Party. (b) If and to the extent that any CoffeeCo Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any ▇▇▇▇ ▇▇▇ Party of any Contract or other rights relating to the ▇▇▇▇ ▇▇▇ Business that would otherwise be transferred or assigned to such ▇▇▇▇ ▇▇▇ Party as contemplated by this Agreement or any other Transaction Agreement, (a) such CoffeeCo Party shall continue to be bound thereby and the purported transfer or assignment to such ▇▇▇▇ ▇▇▇ Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (b) unless not permitted by the terms thereof or by law, the ▇▇▇▇ ▇▇▇ Parties shall pay, perform and discharge fully all of the obligations of the CoffeeCo Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the CoffeeCo Parties for all Losses arising out of such performance by such ▇▇▇▇ ▇▇▇ Party. The CoffeeCo Parties shall, without further consideration therefor, pay and remit to the applicable ▇▇▇▇ ▇▇▇ Party promptly all monies, rights and other consideration received in respect of such performance. The CoffeeCo Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.1(b) only as reasonably directed by ▇▇▇▇ ▇▇▇ and at ▇▇▇▇ ▇▇▇’▇ expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or able to be novated, the applicable CoffeeCo Party shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable ▇▇▇▇ ▇▇▇ Party without payment of further consideration, and the ▇▇▇▇ ▇▇▇ Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.1(b) is prohibited by law or the terms thereof, this Section 6.1(b) shall operate to create a subcontract with the applicable ▇▇▇▇ ▇▇▇ Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the CoffeeCo Parties with respect to the performance by such ▇▇▇▇ ▇▇▇ Party.

Non-Assignable Contracts. If and to To the extent that Seller's right, title or interest in, to or under any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable Project Rights (other than Transferable Permits) may not be assigned without the consent, approval or authorization of any Third Party, which consent, approval or authorization has not been obtained as of the applicable Closing Date (including any Shared Contract for which the Parties do not enter into a separate Contract on or before the applicable Closing Date as contemplated in Paragraph A of the Purchase and Sale Terms), this Agreement shall not constitute an agreement to obtain assign such right, title or interest if an attempted assignment would constitute a breach of such Project Rights or violate Law. If any consent, approval or amendment necessary for the transfer or authorization to such assignment to any Halyard Party of any Contract or other rights relating such Project Rights shall not be obtained without recourse to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective TimeSeller, or such earlier time as such transfer or if any attempted assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise be ineffective or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their would materially impair Buyer's rights and obligations thereunder to under such Project Rights such that Buyer would not acquire and assume the applicable Halyard Party without payment benefit and burden of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume all such rights and obligations. To , then Seller shall administer such Project Rights for the benefit of Buyer pursuant to, and subject to, the terms and conditions of, the O&M Agreement; provided that if the O&M Agreement expires or terminates before the expiration or termination of such Project Rights, then Seller, at its option (exercisable by notice to Buyer) and to the fullest extent permitted by Law and such Project Rights, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent with respect to such Project Rights to the extent that of the transfer Group of Purchased UI Assets, or assignment (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with the same or substantially similar rights and obligations under such Project Rights to the extent of any the Group of Purchased UI Assets. Notwithstanding anything to the contrary in the foregoing, for each Shared Contract or other right (or the proceeds thereof) pursuant subject to this Section 6.2 is prohibited by law 1(d) that survives the expiration or termination of the O&M Agreement, the Parties shall enter into an appropriate arrangement pursuant to which Buyer shall irrevocably appoint Seller as its attorney-in-fact, coupled with an interest, under terms thereof, this and conditions substantially similar to those set forth in Section 6.2 shall operate to create a subcontract with 1(b) for Partially Assigned Contracts for the applicable Halyard Party to perform each relevant Contract period after such expiration or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Partytermination.

Non-Assignable Contracts. If and Notwithstanding anything in this Agreement to the extent that contrary, this Agreement will not constitute an agreement by the BP Asset Selling Entity to assign any ▇▇▇▇▇▇▇▇of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-▇▇▇▇▇ Party is unable to obtain any consentAssignable Contracts”) if an attempted assignment thereof, approval or amendment necessary for without the transfer or assignment to any Halyard Party consent of any Contract a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights relating of Intcomex thereunder. Subject to the Halyard Business provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would otherwise be transferred ineffective or assigned to would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated herebyrights, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party the BP Asset Selling Entity shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtaineduse, and (ii) unless not permitted by BPI shall cause the terms thereof BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or by law, its designated Affiliate the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties benefits thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken placeClosing Date. The BP Asset Selling Entity shall, and indemnify BPI shall cause the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration thereforBP Asset Selling Entity to, pay and remit promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the applicable Halyard Party promptly all moniesperiod after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If if and when any such consent, approval or amendment consents in respect of Non-Assignable Contracts shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novatedobtained, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer and novate (to the extent permissible) all of their respective rights and obligations thereunder to Intcomex or its designated Affiliate without the applicable Halyard Party without payment of further consideration, additional consideration and the Halyard Party Intcomex or its designated Affiliate shall, without the payment of any further additional consideration therefor, assume from and after the date of such rights assignment or transfer the liabilities and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereofobligations thereunder arising exclusively from, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to the performance by such Halyard Partyassignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Asset.

Non-Assignable Contracts. (a) If and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Marathon Oil Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Marathon Petroleum Party of any Contract or other rights relating to the Halyard Marathon Petroleum Business that would otherwise be transferred or assigned to such Halyard Marathon Petroleum Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Marathon Oil Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Marathon Petroleum Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, obtained and (ii) unless not permitted by the terms thereof or by law, the Halyard Marathon Petroleum Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Marathon Oil Parties thereunder from and after the Effective TimeDistribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Marathon Oil Parties for all indemnifiable Losses arising out of such performance by such Halyard Marathon Petroleum Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Marathon Oil Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Marathon Petroleum Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Marathon Oil Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 7.2(a) only as reasonably directed by Halyard Marathon Petroleum and at HalyardMarathon Petroleum’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Marathon Oil Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Marathon Petroleum Party without payment of further consideration, and the Halyard such Marathon Petroleum Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereoftherefrom) pursuant to this Section 6.2 7.2(a) is prohibited by law or the terms thereof, this Section 6.2 7.2(a) shall operate to create a subcontract with the applicable Halyard Marathon Petroleum Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Marathon Oil Parties with respect to the performance by such Halyard Marathon Petroleum Party. (b) If and to the extent that any Marathon Petroleum Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Marathon Oil Party of any Contract or other rights relating to the Marathon Oil Business that would otherwise be transferred or assigned to such Marathon Oil Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Marathon Petroleum Party shall continue to be bound thereby and the purported transfer or assignment to such Marathon Oil Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Marathon Oil Parties shall pay, perform and discharge fully all of the obligations of the Marathon Petroleum Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Marathon Petroleum Parties for all Losses arising out of such performance by such Marathon Oil Party. The Marathon Petroleum Parties shall, without further consideration therefor, pay and remit to the applicable Marathon Oil Party promptly all monies, rights and other considerations received in respect of such performance. The Marathon Petroleum Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.2(b) only as reasonably directed by Marathon Oil and at Marathon Oil’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Marathon Petroleum Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Marathon Oil Party without payment of further consideration, and such Marathon Oil Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.2(b) is prohibited by law or the terms thereof, this Section 7.2(b) shall operate to create a subcontract with the applicable Marathon Oil Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Marathon Petroleum Parties with respect to the performance by such Marathon Oil Party.

Non-Assignable Contracts. To the extent that the assignment by Seller of any Contract or Permit included in the Acquired Assets to be assigned to Buyer pursuant to this Agreement requires Consent of any other party, and such Consent has not been, or cannot be, obtained at the time of the Closing, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach or violation thereof or would in any way adversely affect the rights of Seller (or Buyer, as assignee) thereunder. If any such Consent is required but not obtained on the Closing Date, and provided that Buyer consents in its sole and absolute discretion, Seller shall, in such case, continue to deal with the other contracting party or parties (or, with respect to Permits, Governmental Entity), with the benefits of such Contract or Permit after the Closing Date accruing to the benefit of Buyer. With respect to Contracts, Seller shall hold all moneys received thereunder for the benefit of Buyer and shall pay the same to Buyer when received. Buyer shall provide Seller with such assistance, including, but not limited to, providing the appropriate staff and assets, reasonably required by Seller in order to so continue to deal with the other contracting party or parties or Governmental Entities, as applicable. Buyer shall provide such assistance to Seller without charge to Seller; provided that, to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain third party requests or requires any consent, approval or amendment necessary for payment in connection with any Consent in connection with the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) to be assigned to Buyer pursuant to this Section 6.2 is prohibited by law or the terms thereofAgreement, Seller shall be responsible for such payment. Nothing in this Section 6.2 3.11 shall operate be deemed a waiver by Buyer of its right to create a subcontract with receive an effective assignment of the applicable Halyard Party Acquired Assets on the Closing Date, nor shall this Section 3.11 be deemed to perform each relevant constitute an agreement to exclude from the Acquired Assets any Contract or other right, agreement or document at a subcontract price equal to Permit included in the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyAcquired Assets that is described in this Section 3.11.

Non-Assignable Contracts. If and i. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or otherwise transfer any Contract (including any portion of any Mixed-Use Contract pursuant to Section 10(a)) or Lease or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted transfer or assignment thereof, directly or indirectly, without the consent, waiver or approval of any third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to either party thereto (including by the exercise of any termination right thereunder) or violate any applicable Law or any such Contract or Lease referred to in this Section 10(b)(i), or otherwise are subject to a counterparty termination right as a result of such assignment or transfer (each, a “Non-Assignable Contract”), in each such case, to the extent the applicable consent, waiver or approval is not obtained. ii. With respect to any Non-Assignable Contract, and any claim, right or benefit arising thereunder or resulting therefrom, Seller and OpCo Purchaser or PropCo Purchaser, as applicable, will use their commercially reasonable efforts to obtain as expeditiously as possible after the date hereof the written consent, waiver or approval of the other party or parties to such Non-Assignable Contract (A) for the assignment or, if required, novation thereof to OpCo Purchaser, the applicable Acquired Company or PropCo Purchaser (or PropCo Purchaser’s designee), as applicable, or (B) otherwise to the extent required to effect the transfer or, alternatively, written confirmation from such parties mutually satisfactory in form and substance to Seller and OpCo Purchaser or PropCo Purchaser, as applicable, that such consent, waiver or approval is not required. In furtherance of the foregoing, as soon as reasonably practicable (but in any ▇▇▇▇▇▇▇▇event no later than sixty (60) days) following the date hereof, Seller or an Affiliate thereof shall deliver to the other party or parties to any such Non-▇▇▇▇▇ Party is unable Assignable Contract documentation seeking the written consent, waiver, assignment, novation or approval of such other party or parties thereto to, or waiver of such party or parties in respect of, the transfer and assignment or novation of all of (or the applicable portion of) Seller’s or its Affiliate’s claims, rights, benefits and Liabilities thereunder to OpCo Purchaser, the applicable Acquired Company or PropCo Purchaser (or PropCo Purchaser’s designee), as applicable. In no event, however, shall Seller, the Purchasers or their respective Affiliates be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with obtaining any consent, waiver, confirmation, assignment, novation or approval with respect to any Non-Assignable Contract; provided, however, that Seller shall be liable for any fees and expenses that are payable with respect to any Non-Assignable Contract as a result of the termination of such Contract in connection with the consummation of the transactions contemplated in this Agreement, the Real Estate Purchase Agreement or the Ancillary Agreements (and all of such fees and expenses shall constitute OpCo Excluded Liabilities). The failure to obtain any consent, waiver, confirmation, assignment, novation or approval or amendment necessary with respect to any Non-Assignable Contract to be assigned to OpCo Purchaser (but, for the transfer or assignment to any Halyard Party avoidance of doubt, not including any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as PropCo Purchaser), shall not (i) constitute a failure to satisfy any condition set forth in Section 12 or (ii) relieve OpCo Purchaser from its obligation to consummate the transactions contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyAncillary Agreements.

Non-Assignable Contracts. If (a) Notwithstanding anything to the contrary in this Termination Agreement, and subject to the provisions of this Section 6, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Parent or its designee of any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Material Contract would require the consent, authorization, approval or waiver of a person or entity who is not a Party to this Termination Agreement or an Affiliate of a Party to this Termination Agreement, and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Termination Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that the Closing shall occur notwithstanding the foregoing without any adjustment to the Asset Purchase Price (as hereinafter defined) on account thereof. During the period beginning on the Closing Date and ending on the date that is unable thirty (30) days following the Closing (the “Assignment Period”), the Parties shall use commercially reasonable efforts, and cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment necessary required to assign such Post-Closing Material Contracts as soon as possible following Closing; provided, however, that neither BDSI nor Endo shall be required to pay any consideration for any such required consent, authorization, approval, waiver, or release referenced above. If such consent, authorization, approval, waiver, release, substitution or amendment is obtained for a particular Post-Closing Material Contract prior to the expiration of the Assignment Period, Endo shall sell, assign, transfer, convey and deliver to Parent or its designee the relevant contract to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. (b) If any Post-Closing Material Contract cannot be transferred to BDSI following the Closing pursuant to Section 6(a), the Parties shall use commercially reasonable efforts to promptly enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to BDSI the economic and, to the extent permitted under applicable law, operational equivalent of the transfer of such contract to Parent or assignment to any Halyard Party its designee as of any Contract the Closing. BDSI shall, as agent or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall subcontractor for Endo pay, perform and discharge fully all of the liabilities and obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective TimeEndo arising thereunder, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (except to the extent permissible) all of their rights such liabilities and obligations thereunder were a direct result of (i) the gross negligence, intentional misconduct, failure to comply with applicable law, rule, or regulation, or material breach of such Post-Closing Material Contract on the applicable Halyard Party without payment part of further consideration, and the Halyard Party shall, without the payment Endo or any Affiliate thereof or (ii) any acts or omissions of Endo or any further consideration therefor, assume Affiliate thereof that are in bad faith or otherwise materially inconsistent with any reasonable written direction of BDSI with respect to such rights and obligationsPost-Closing Material Contract. To the extent that permitted under applicable law, during such period, Endo shall, at BDSI’s expense, hold in trust for and pay to BDSI promptly upon receipt thereof, any such contract and all income, proceeds and other monies received by Endo to the transfer or assignment of any Contract or other right (or extent related to such contract in connection with the proceeds thereof) pursuant to arrangements under this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 6. Endo shall operate be permitted to create a subcontract set-off against such amounts all direct costs associated with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights retention and other considerations received by the ▇▇▇▇▇▇▇▇maintenance of such Post-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyClosing Material Contracts.

Non-Assignable Contracts. If In the event and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party VIGC is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Contract Contract, lease, license or other rights relating to the Halyard VYGP Business that would otherwise therwise be transferred or assigned to such Halyard Party VYGP as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party VIGC shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party VYGP shall automatically be deemed deferred until such time as all legal impediments are removed and and/or all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties VYGP shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties VIGC thereunder from and after the Effective TimeDistribution Date, or such earlier time date as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties VIGC for all indemnifiable identifiable Losses arising out of such performance by such Halyard PartyVYGP. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties VIGC shall, without further consideration therefortherefore, pay and remit to the applicable Halyard Party VYGP promptly all monies, rights rights, and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties VIGC shall exercise or exploit their its rights and options under all such Contracts Contracts, leases, licenses and other rights, agreements rights and documents commitments referred to in this Section 6.2 7.3 only as reasonably directed by Halyard VYGP and at Halyard’s VYGP's expense. If and when any such consent, approval or amendment consent shall be obtained or such Contract Contract, lease, license or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties VIGC shall promptly assign or transfer and novate (to the extent permissible) all of their its rights and obligations thereunder to the applicable Halyard Party VYGP without payment of further consideration, and the Halyard Party VYGP shall, without the payment of any further consideration therefortherefore, assume such rights and obligations. To the extent that the transfer or assignment of any Contract Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 6.2 7.3 is prohibited by law or law, the terms thereof, assignment provisions of this Section 6.2 7.3 shall operate to create a subcontract with the applicable Halyard Party VYGP to perform each relevant unassignable VIGC Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties VIGC with respect to the performance by VYGP under such Halyard Partysubcontract.

Non-Assignable Contracts. If 4.1.1 This Agreement and any document delivered under this Agreement shall not constitute an assignment or an attempted assignment of any Contract, Equipment Lease or Licence contemplated to be assigned to the extent Purchaser under this Agreement: (a) which is not assignable without the consent of a third party, if such consent has not been obtained and an assignment or attempted assignment would constitute a breach of that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Contract, Equipment Lease or Licence; or (b) in respect of which the remedies for the enforcement of that Contract, Equipment Lease or Licence available to the Vendor would not pass to the Purchaser. 4.1.2 Each Party is unable shall make reasonable best efforts to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by of third parties for the terms thereof or by lawassignment of the Contracts, the Halyard Parties Equipment Leases and the Licences, except that the Vendor shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit not be obliged to the applicable Halyard Party promptly all monies, rights and other considerations received make any payments to those third parties in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred addition to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able those required to be novatedmade under those Contracts, Equipment Leases or Licences in order to obtain consents, unless the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to Purchaser reimburses the extent permissible) all of their rights and obligations thereunder to Vendor for those payments at the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligationstime that they are made. To the extent that any of the transfer Contracts, Equipment Leases or Licences are not assignable by their terms, or where consents to their assignment of any Contract or other right (or the proceeds thereof) pursuant to cannot be obtained as provided in this Section 6.2 is prohibited 4.1, they shall be held by law the Vendor in trust for the Purchaser, and shall be performed by the Purchaser in the name of the Vendor, and all benefits and obligations existing under them shall be for the account of the Purchaser. The Vendor shall take or cause to be taken such action in its name or otherwise as the terms thereof, this Section 6.2 shall operate Purchaser may reasonably require so as to create a subcontract provide the Purchaser with the applicable Halyard Party benefits of those Contracts, Equipment Leases or Licences and to perform each relevant Contract or other righteffect collection of money to become due and payable under them, agreement or document at a subcontract price equal and the Vendor shall promptly pay over to the monies, rights and other considerations Purchaser all money received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Vendor in respect of them. Upon the Closing, the Vendor and the Purchaser shall execute and deliver a general assignment of Contracts, Equipment Leases and Licences, respectively, under which the Vendor shall authorize the Purchaser, at the Purchaser's expense, to perform all of the obligations under them, and constitute the Purchaser its attorney to act in the name of the Vendor with respect to them, and the performance by such Halyard PartyPurchaser shall agree to assume those obligations. 4.1.3 Nothing in this Section 4.1 shall limit the effect of Subsection 8.2.6 regarding consents to assignments. ARTICLE 5

Non-Assignable Contracts. If 1.6.1. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Non-Assignable Contract (as defined below) or any claim, right or benefit arising thereunder or resulting therefrom if the agreement to assign or attempt to assign, without the consent or approval of a third party, would constitute a breach thereof or in any way adversely affect the rights of Seller or Buyer (assuming such assignment, as compared to Seller’s rights thereunder) thereunder. 1.6.2. It is the intention of the Parties that (i) all BU Contracts which are not Primarily Non-BU Contracts shall be assigned by Seller to Buyer, (ii) Seller and the parties to each BU Contract (other than Seller) which is a Primarily BU Contract shall enter into a Contract, on terms and conditions reasonably acceptable to Seller, vesting in Seller all claims, rights, benefits and obligations constituting, used by or relating to Seller’s activities outside of the BU under the respective original Primarily BU Contract with respect to the period thereafter (such Contracts described in this clause (ii) and clause (iv) below, the “Overlapping Substitute Contracts”); (iii) all BU Contracts which are Primarily Non-BU Contracts shall be amended by Seller, Buyer and the other parties thereto, in a manner reasonably acceptable to Buyer, to vest in Buyer all claims, rights, benefits and obligations to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consentsuch are constituting, approval used by or amendment necessary for the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred BU or assigned the Products under the respective original Primarily Non-BU Contract (“Primarily Non-BU Contract Amendments”), and (iv) Buyer and the parties to each BU Contract (other than Seller) which is an Primarily Non-BU Contract shall enter into a Contract, on terms and conditions reasonably acceptable to Buyer, vesting in Buyer all claims, rights, benefits and obligations constituting, used by or relating to the BU or the Products under the respective original Primarily Non-BU Contract with respect to the period thereafter. 1.6.3. For such Halyard purpose, following the execution of this Agreement, Buyer and Seller shall use commercially reasonable best efforts to obtain all Third Party as Consents, to execute and deliver all Primarily Non-BU Contract Amendments applicable to the BU Contracts, and to pursue and facilitate the execution and delivery of all Overlapping Substitute Contracts by Buyer and the other applicable parties thereto. Subject to the limitations within the definition of commercially reasonable best efforts, Seller agrees to incur any reasonable costs associated with obtaining such Third Party Consents. 1.6.4. If any of the transactions contemplated by this Agreement or any other agreement or document contemplated herebySection 1.6.2 above are not completed prior to the Closing, then, after the Closing and until such transactions are completed: (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party Seller shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations pursuant to such BU Contacts; (ii) Seller shall not be entitled to terminate any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from BU Contracts without Buyer’s prior written consent; and after (iii), each of Buyer and Seller will use commercially reasonably best efforts to provide to Buyer all of the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all moniesclaims, rights and other considerations received in respect benefits of any such performanceBU Contracts. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, mutually agree on the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (process for approaching parties to the extent permissible) all of their rights and obligations thereunder BU Contracts so that such BU Contracts will either be assigned to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligationsBuyer or amended as set forth above. 1.6.5. To the extent that Buyer is provided the benefits pursuant to Section 1.6.4 above of any BU Contract, Buyer shall perform for the benefit of the other persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Buyer, would be Assumed Liabilities, in each case in accordance with the provisions of the applicable BU Contract. 1.6.6. Once authorization, approval, consent or waiver for the transfer or assignment of any such asset not transferred at the Closing is obtained, Seller shall transfer such asset to Buyer at no additional cost to Buyer. 1.6.7. Notwithstanding anything in this Agreement to the contrary, the failure to obtain an authorization, approval, consent or waiver and the failure to transfer any Non-Assignable Contracts or to amend any Primarily Non-BU Contract shall not constitute a breach of this Agreement by Seller, so long as Seller has used commercially reasonable best efforts to obtain each of the foregoing. In exercising its commercially reasonable best efforts to effect any action under this Agreement, Seller shall not be required to pay any consideration or compromise any rights not otherwise required by this Agreement to be compromised for any such authorization, approval, consent or waiver, other right (than filing, recordation or similar fees, which shall be reimbursed by the proceeds thereof) pursuant to Buyer. Except as set forth in this Section 6.2 is prohibited by law 1.6, Buyer agrees that Seller and its Affiliates shall not have any liability whatsoever (including any liability under Section 7) to Buyer or its Affiliates arising out of or relating to the terms thereoffailure to obtain any such authorizations, approvals or consents that may be required in connection with the actions set forth in this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Party1.6.

Non-Assignable Contracts. If and Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment hereunder by CFC IPA to PC Buyer of any Assumed Contract or Permit is not permitted or is not permitted without the consent of any other party to such Assumed Contract or any Governmental Authority, neither this Agreement nor the Bill of Sale shall be deemed to constitute an assignment of any such Assumed Contract or Permit if such consent is not given or if such assignment otherwise would constitute a breach of, violation of or cause a loss of benefits under, any such Assumed Contract or Permit, and except as otherwise provided in this Agreement, PC Buyer shall not assume any obligations or liabilities under any such Assumed Contract or Permit. CFC IPA shall use Commercially Reasonable Efforts to obtain all consents and waivers necessary for the sale, transfer, assignment, conveyance and delivery of the Assumed Contracts, Permits and the Acquired Assets to PC Buyer hereunder and, if any such consent is not obtained or if such assignment is not permitted irrespective of such consent, CFC IPA shall, for a period of twelve (12) months following the Initial Closing Date, cooperate with PC Buyer following the Initial Closing Date in any reasonable and lawful arrangement designed to provide PC Buyer or its Affiliates with the rights and benefits under any such Assumed Contract or Permit, including enforcement for the benefit of PC B▇▇▇▇, at the request of and cost and expense of PC Buyer, of any and all rights of CFC IPA thereunder (including rights against any other party thereto arising out of any breach or cancellation of any such Assumed Contract by such other party) and, if requested by PC B▇▇▇▇-, at PC B▇▇▇▇▇ Party is unable to obtain any consent’s sole cost and expense, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all legally permitted, acting as an agent on behalf of their rights and obligations thereunder PC Buyer or as PC Buyer shall otherwise reasonably require; provided, that, if PC Buyer is provided the benefits of any Assumed Contracts or Permits, then PC Buyer shall assume the Liabilities of CFC IPA under such Assumed Contract or Permits, as applicable, but only to the applicable Halyard Party without payment of further consideration, and extent the Halyard Party shall, without Liabilities thereunder arise after the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyInitial Closing Date.

Non-Assignable Contracts. If (a) This Agreement and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, approval document delivered hereunder shall not constitute an assignment or amendment necessary for the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or an attempted assignment of any Contract or other right contemplated to be acquired by the Purchaser hereunder and: (i) not assignable without the consent of a third party if such consent has not been obtained and such assignment or attempted assignment would constitute a breach thereof; or (ii) in respect of which the proceeds thereofremedies for the enforcement thereof available to the Vendor would not pass to the Purchaser. (b) pursuant Schedule 2.3(a) contains a list of those consents of third parties as may be necessary for the assignment of such Contracts or other rights necessary for the operation of the Purchased Business (the “Consents”) and the Vendor shall use commercially reasonable efforts to obtain the Consents prior to Closing. The Vendor shall as a condition of Closing obtain those Consents set out on Schedule 2.3(b) (the “Required Consents”). Subject to the Purchaser’s right to terminate this Agreement if the closing condition to obtain the Required Consents set forth in Section 6.2 7.1(c) is prohibited not satisfied, if any Consents are not obtained, to the extent any of the foregoing may not be assigned to the Purchaser by law reason of the absence of any such Consent after such efforts, the Vendor shall not be required to assign such Contract or other right and the terms thereof, this Section 6.2 Purchaser shall operate not be required to create a subcontract with the applicable Halyard Party to perform each relevant assume any Obligations arising under such Contract or other right, agreement or document at a subcontract price equal . If any Consent is not obtained prior to the moniesClosing, the Vendor and the Purchaser shall cooperate (at their own expense) in any lawful and reasonable arrangement reasonably proposed by the Purchaser, under which the Purchaser shall obtain the economic Claims, rights and other considerations received by benefits under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties asset, Claim or right with respect to which the performance Consent has not been obtained in accordance with this Agreement; provided that such arrangement does not and will not constitute a breach by the Vendor of any of its obligations to third parties. Such reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to the Purchaser of any and all rights of the Vendor against the other Party to such Halyard third party agreement arising out of a breach or cancellation thereof by the other Party, and (ii) the enforcement by the Vendor of such rights. To the extent the Purchaser is able to receive the economic Claims, rights and benefits under such asset, the Purchaser shall be responsible for the Obligations, if any, arising under such asset.

Non-Assignable Contracts. If and Neither this Agreement nor any closing document shall constitute an assignment or an attempted assignment of any Non-Assignable Contract (as defined below). Seller shall use commercially reasonable efforts to obtain all consents required for the assignment to Buyer of the Non-Assignable Contracts to the extent they are included in the Purchased Assets To the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, approval or amendment necessary Assumed Agreement for the transfer or which assignment to any Halyard Party Buyer is provided herein is not assignable without the consent of any Contract or other rights relating another party and such consent has not been obtained prior to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated herebyClosing, (i) the asset (and its related liabilities) will not be considered a Purchased Asset or an Assumed Liability for the purposes of this Agreement unless and until such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party consent has been obtained; (ii) Seller shall continue to use its commercially reasonable efforts to obtain such approval; and (iii) pending such approval Seller shall cooperate with Buyer in any mutually agreeable, reasonable and lawful arrangement designed to provide Buyer with the economic and operational equivalent of the use of such asset and its related liabilities. As used herein the term “Non-Assignable Contract” means any Assumed Agreement to be bound thereby assigned hereunder for which: (a) an assignment or attempted assignment of which would constitute a breach thereof without the consent of a third party and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have consent has not been obtained, and ; (iib) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise which the remedies for the enforcement thereof available to Seller would not pass to Buyer; or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissiblec) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or an assignment of which would contravene any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereofapplicable law; provided, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other righthowever, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties that with respect to the performance by clause (a), upon execution of consent to assignment such Halyard PartyContract will no longer be a “Non-Assignable Contract”.

Non-Assignable Contracts. If and (a) Notwithstanding anything contained in this Agreement to the extent that contrary, this Agreement shall not constitute an agreement to assign any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable Purchased Contractor any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof without the consent of a third party thereto would constitute a breach or other contravention thereof, would be ineffective with respect to any such third party, or would in any way adversely affect the rights of Purchaser or Sellers thereunder. (b) With respect to any such Purchased Contract for which the consent of a party thereto shall not have been obtained at Closing and any claim, right or benefit arising thereunder or resulting therefrom, Sellers and Purchaser shall each use their reasonable good faith efforts to obtain as expeditiously as possible the written consent of the other parties to such Purchased Contract for the assignment thereof to Purchaser. (c) Unless and until any consent, waiver, confirmation, novation or approval is obtained with respect to any such Purchased Contract, Sellers and Purchaser shall cooperate to establish an arrangement satisfactory to Purchaser under which Purchaser would obtain the claims, rights and benefits and assume the corresponding Liabilities and obligations thereunder (including by means of any subcontracting, sublicensing or amendment necessary subleasing arrangement) or under which Sellers would enforce for the transfer or assignment benefit of Purchaser, with Purchaser assuming and agreeing to pay Sellers' obligations, any Halyard Party and all claims, rights and benefits of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to Sellers against a third party thereto. In such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated herebyevent, (i) Sellers will promptly pay to Purchaser, when received, all moneys received by it under any such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer Purchased Contract or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtainedany claim, right or benefit arising thereunder, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall Purchaser will promptly pay, perform or discharge, when due, any and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective TimeLiabilities arising thereunder, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received than those being contested in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Partygood faith.

Non-Assignable Contracts. If In the event and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party ------------------------ TSC is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Contract Contract, lease, license or other rights relating to the Halyard eLoyalty Business that would otherwise be transferred or assigned to such Halyard Party eLoyalty as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party TSC shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party eLoyalty shall automatically be deemed deferred until such time as all legal impediments are removed and and/or all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties eLoyalty shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties TSC thereunder from and after the Effective TimeDistribution Date, or such earlier time date as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties TSC for all indemnifiable Losses arising out of such performance by such Halyard PartyeLoyalty. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties TSC shall, without further consideration therefor, pay and remit to the applicable Halyard Party eLoyalty promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties TSC shall exercise or exploit their its rights and options under all such Contracts Contracts, leases, licenses and other rights, agreements rights and documents commitments referred to in this Section 6.2 7.3 only ----------- as reasonably directed by Halyard eLoyalty and at Halyard’s eLoyalty's expense. If and when any such consent, approval or amendment consent shall be obtained or such Contract Contract, lease, license or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties TSC shall promptly assign or transfer and novate (to the extent permissible) all of their its rights and obligations thereunder to the applicable Halyard Party eLoyalty without payment of further consideration, and the Halyard Party eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 6.2 7.3 is ----------- prohibited by law or law, the terms thereof, assignment provisions of this Section 6.2 7.3 shall operate ----------- to create a subcontract with the applicable Halyard Party eLoyalty to perform each relevant unassignable TSC Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties TSC with respect to the performance by eLoyalty under such Halyard Partysubcontract.

Non-Assignable Contracts. If and Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder of any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party Assumed Contract is unable not permitted or is not permitted without the Consent of any other party to such Assumed Contract, then unless waived by the Buyer in writing, neither this Agreement nor any other Transaction Document(s) shall be deemed to constitute an assignment of any such Assumed Contract if such Consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and the Buyer shall not assume any Liabilities under any such Assumed Contract; provided, however, that to the extent any such Consent that is not obtained is not a Required Consent, the Closing shall occur notwithstanding the foregoing without any adjustment to the Aggregate Purchase Price on account thereof. Without in any way limiting the Sellers’ obligation to obtain any consent, approval or amendment all Consents necessary for the transfer sale, transfer, assignment and delivery of the Assumed Contracts to the Buyer hereunder, if any such Consent is not obtained or if such assignment is not permitted irrespective of Consent and if the Closing shall occur (including, with respect to any Halyard Party Required Consents which are not obtained, as a result of the Buyer waiving in writing any Required Consent being received as a condition to Closing), the Sellers shall, and shall cause their applicable Affiliates to, use reasonable best efforts to (a) continue for a period of six (6) months after the Closing, to, at the Sellers’ expense with respect to any Required Consents or at the Buyer’s expense with respect to any Consents that are not Required Consents, obtain any such Consents as promptly as possible following the Closing; (b) enter into any reasonable and lawful arrangements (including through subcontracting or sublicensing such Assumed Contract, in whole or in part) to provide the Buyer or its designated Affiliate with the economic and operational equivalent of the transfer of such Assumed Contract or other rights relating as of the Closing to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not extent permitted by the terms of the applicable Contract, including by paying over or transferring to the Buyer or its designated Affiliate any revenue that is generated or derived under any such Assumed Contract as a result of or in connection with the Buyer’s and its Affiliates’ operation of the Business, and/or direct or indirect performance under such Assumed Contract, following the Closing; and (c) enforce or exercise, at the written request and expense of the Buyer, and for the account of the Buyer, any rights, benefits or interests of the Sellers or their Affiliates arising under any such Contract (including the right to elect to terminate such Contract in accordance with the terms thereof or by lawupon the written request of the Buyer). Once such Consent is obtained, the Halyard Parties Sellers and their applicable Affiliates shall payassign, perform transfer, convey and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit deliver to the applicable Halyard Party promptly all moniesBuyer or its designated Affiliate the relevant Assumed Contract to which such Consent relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise assignment, transfer, conveyance or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment license shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this paid in accordance with Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Party7.03.

Non-Assignable Contracts. If and (a) Notwithstanding anything herein to the extent that contrary, if any ▇▇▇▇▇▇▇▇of the Business Contracts are not assignable or transferable (each, a “Non-▇▇▇▇▇ Party is unable to obtain Assignable Contract”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Laws, and any consent, approval of such Assignment Consents are not obtained by Seller on or amendment necessary for the transfer or assignment to any Halyard Party of any Contract or other rights relating prior to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated Closing Date other than any Required Consents (unless waived by this Agreement or any other agreement or document contemplated herebyBuyer), then (i) the Closing shall proceed and Buyer shall pay the full Closing Date Purchase Price at Closing, without the assignment of such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue contract(s), (ii) the failure to be bound thereby obtain such consent(s) and the purported failure to assign such contract(s) shall not constitute a breach of this Agreement by Seller, (iii) Buyer and Seller shall use commercially reasonable efforts for a period of nine (9) months following the Closing Date (or, if applicable, such longer period specified in Section 2.8) to obtain such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer such Non-Assignable Contracts (provided that such efforts shall not require Seller to make any payment or financial or other accommodations or grants to any third party (other than as mutually agreed in writing by the Parties)), and (iv) this Agreement and the related instruments of transfer shall not constitute an assignment or assignment transfer of such Non-Assignable Contracts, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Contracts (and such Non-Assignable Contracts shall not be included in the Assets) until, with respect to each Non-Assignable Contract, such Halyard Party time if and when such Assignment Consent is obtained (at which time such Business Contract shall automatically no longer be deemed deferred a Non-Assignable Contract hereunder). (b) The Parties will reasonably cooperate in any alternative lawful arrangement under which Buyer shall, effective as of the Closing, (A) have the benefit under such Non-Assignable Contracts as if they had been assigned, and (B) bear the Liabilities of such Non-Assignable Contracts as if they had been assumed by Buyer, in each case until such time as all legal impediments are removed and all necessary consents have been Assignment Consent is obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform execute and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or deliver such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights documents and other considerations received in respect of papers and take such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred further actions as may be reasonably required to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, effectuate the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Partyforegoing.

Non-Assignable Contracts. If and (a) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consentthe grant, approval or amendment necessary for the sale, assignment, transfer or assignment delivery to any Halyard Party Purchaser, of any Contract that would be an Assumed Contract, or any claim or right or any benefit arising thereunder or resulting therefrom would require any Approval of a Governmental Authority or other rights relating third Person and such Approvals shall not have been obtained prior to the Halyard Business Closing, and Purchaser has waived in writing the applicable condition precedent in ARTICLE VIII pursuant to which Seller is obligated to obtain such Approvals prior to the Closing, the Closing shall proceed, without the grant, sale, assignment, transfer or delivery of such Contract, and this Agreement shall not constitute a grant, sale, assignment, transfer or delivery of such Contract or an attempt thereof. (b) If the Closing proceeds without the grant, sale, transfer, assignment or delivery of any Contract that would otherwise be transferred or assigned an Assumed Contract, then following the Closing, the Parties shall use commercially reasonable efforts, and cooperate with each other, to obtain promptly all such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated herebyApprovals. Pending such Approval, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party Seller shall continue to be bound thereby use commercially reasonable efforts, and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall paycooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser all of the benefits of use of such Contract and to Seller the benefits that Seller would have obtained had the Contract been conveyed to Purchaser at the Closing. (c) To the extent that Purchaser is provided all of the material benefits pursuant to this SECTION 2.5 of any Contract, Purchaser shall perform and discharge fully for the benefit of the other Persons that are parties thereto all of the obligations of Seller thereunder and any related liabilities that, but for the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after lack of an Approval to assign such liabilities to such Purchaser, would be Assumed Liabilities. (d) Once Approval for the Effective Timegrant, or such earlier time as such sale, assignment, transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out delivery of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consentContract not granted, approval sold, assigned, transferred or amendment delivered at the Closing is obtained, such Contract shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able deemed to be novatedhave been granted, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer assigned, transferred and novate (delivered to the extent permissible) all of their rights and obligations thereunder Purchaser at no additional cost to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligationsPurchaser. To the extent that any such Contract cannot be transferred or the transfer material benefits of any such Contract cannot be provided to the applicable Purchaser following the Closing pursuant to this SECTION 2.5, then Purchaser and Seller shall enter into such arrangements (including subleasing, sublicensing or assignment subcontracting) to provide to the Parties the material economic (taking into account Tax costs and benefits) and operational equivalent, of obtaining such Approval. Seller shall hold in trust for, and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by any Seller Entity (other than any Seller Sub) in connection with its use of any Contract or (net of any Taxes and any other right (or the proceeds thereofcosts imposed upon such Seller Entity) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract in connection with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Partyarrangements under this SECTION 2.5.

Non-Assignable Contracts. If Nothing in this Agreement shall be construed as an attempt by Seller to assign, sublease or sublicenseto Purchaser pursuant to this Agreement any contract, permit, franchise, claim or asset included in the Acquired Assets or with respect to the Leased Premises that is, by its valid terms or by law, nonassignable (or not novatable or able to be sublicensed or subleased) without the consent of any other party or parties, unless such consent or novation shall have been obtained, or as to which all the remedies for the enforcement thereof available to Seller would not pass by operation of law to Purchaser as incidental to the assignments provided for and the transactions contemplated by this Agreement (a “Non-Assignable Contract”). To the extent that any such consent (each a “Third-Party Consent”) in respect of (or a novation of) a Non-Assignable Contract shall not have been obtained on or before the Closing Date, Purchaser shall proceed with the Closing, Seller and Purchaser shall continue to use their best good faith efforts to obtain any such Third-Party Consent or novation after the Closing Date and Purchaser shall be delegated the point person for the negotiation and obtaining of any and all such consents, until such time as they shall have been obtained, provided, however, that the parties agree to work cooperatively so that all consents can be obtained (and novations shall be entered into) no later than three (3) months after the Closing Date. Seller and Purchaser shall cooperate in any arrangement reasonably satisfactory to Purchaser to provide that Purchaser shall obtain Seller’s interest in, including the claims, rights and benefits of, and shall assume the corresponding obligations of, Seller under such Non-Assignable Contract (including by means of any subcontracting, sublicensing or subleasing arrangement) or through performance by Seller as agent as Purchaser may reasonably request; provided that (a) Purchaser shall undertake to pay, perform or satisfy the corresponding liabilities or obligations under the terms of such Non-Assignable Contract to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, Purchaser would have been responsible therefor if such consent or approval or amendment necessary for the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have had been obtained, and (iib) unless not permitted Seller shall promptly pay to Purchaser, when received, all moneys received by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options Seller under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Non-Assignable Contract or other any claim, right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇benefit arising thereunder until such Third-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligationsConsent is obtained. To the extent Seller requests that Purchaser assist Seller in seeking to obtain any Third Party Consent after the transfer Closing Date, then Seller shall pay and discharge, and shall indemnify and hold harmless Purchaser and its Affiliates from and against, any and all reasonable out of pocket costs of seeking to obtain or assignment obtaining any such Third Party Consent (which shall include payment of any Contract or other right (or the proceeds thereof) pursuant to applicable consent, transfer and similar fees). Nothing contained in this Section 6.2 is prohibited by law or in any other provision of this Agreement shall be deemed to constitute an agreement to exclude from the terms thereof, this Section 6.2 shall operate Acquired Assets any contracts as to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by which such Halyard Partyconsent may be necessary.

Non-Assignable Contracts. If and Anything in this Agreement to the extent contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assigned Contract if an attempted assignment thereof, without consent of a Third Party thereto that has not been received, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Deverra or Coeptis thereunder (each, a “Non-Assignable Contract”). ▇▇▇▇▇▇▇ shall, at ▇▇▇▇▇▇▇▇’s sole cost and expense, obtain the consent of the other parties to any such Non-▇▇▇▇▇ Party Assignable Contract for the assignment thereof to Coeptis. Unless and until such consent is unable obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Deverra thereunder so that Coeptis would not in fact receive all rights under such Non-Assignable Contract, then, notwithstanding anything to the contrary in this Agreement, (a) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Contract, and (i) Deverra shall use its Commercially Reasonable Efforts to obtain any consentsuch consent as soon as possible after the Closing Date and (ii) Coeptis shall cooperate, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned extent commercially reasonable, with Deverra in its efforts to obtain such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated herebyconsent; and (b) at Coeptis’ election prior to Closing, (i) the Non-Assignable Contract shall not constitute a Purchased Asset and Coeptis shall have no obligation with respect to any such Non-Assignable Contract or any liability with respect thereto or (ii) Deverra shall use its Commercially Reasonable Efforts to obtain for Coeptis substantially all of the practical benefit of such Non-Assignable Contract, including by (i) entering into appropriate and reasonable alternative arrangements on terms mutually and reasonably agreeable to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, Coeptis and (ii) unless not permitted by subject to the terms thereof or by lawconsent and control of Coeptis, enforcement of any and all rights of Deverra against the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses Third Party thereto arising out of such performance the breach or cancellation thereof by such Halyard PartyThird Party or otherwise. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to Nothing contained in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment 3.2.3 shall be obtained deemed to limit or modify the representations and warranties of Deverra contained in Section 4 of this Agreement or limit Coeptis’ rights to make claims for breaches of or inaccuracies in such Contract representations or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) warranties pursuant to Section 6 of this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyAgreement.

Non-Assignable Contracts. If and Neither this Agreement nor any document delivered under this Agreement shall constitute an assignment or attempted assignment of any Contract, Equipment Lease, Lease or Licence contemplated to be assigned to the extent Buyer under this Agreement: (a) that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable not assignable without the consent of a third party if such consent has not been obtained and such assignment or attempted assignment would constitute a breach of such contract or agreement; or (b) in respect of which the remedies for the enforcement of which that are available to the Seller would not pass to the Buyer. The Seller agrees to use its best efforts to obtain any consent, approval or amendment the consents of third parties as may be necessary for the transfer or assignment of the Contracts, the Equipment Leases, the Leases and the Licences except that the Seller shall not be obliged to make any Halyard Party of any Contract or other rights relating payments to the Halyard Business that would otherwise be transferred or assigned those third parties in addition to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue those required to be bound thereby and made under those contracts or agreements in order to obtain such consents, unless the purported transfer or assignment to Buyer reimburses the Seller for such Halyard Party shall automatically be deemed deferred until such payments at the time as all legal impediments that they are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligationsmade. To the extent that any of the transfer foregoing items are not assignable by their terms or where consents to their assignment of any Contract or other right (or the proceeds thereof) pursuant to cannot be obtained as provided in this Section 6.2 is prohibited 2.3, such items shall be held by law the Seller in trust for the Buyer and the covenants and obligations under those contracts or agreements shall be performed by the terms thereof, this Section 6.2 Buyer in the name of the Seller and all benefits and obligations existing therein shall operate be for the account of the Buyer. The Seller shall take or cause to create a subcontract be taken such action in its name or otherwise as the Buyer may reasonably require so as to provide the Buyer with the applicable Halyard Party benefits of those contracts or agreements and to perform each relevant Contract or other right, agreement or document at a subcontract price equal effect collection of money to become due and payable under such items and the Seller shall promptly pay over to the monies, rights and other considerations Buyer all money received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Seller in respect of all of the foregoing items. Upon the Closing, the Seller and the Buyer shall execute and deliver a general assignment of contracts, leases and licences agreement (the “General Assignment”) in the form attached as Schedule J, under which the Seller shall authorize the Buyer, at the Buyer’s expense, to perform all of the Seller’s obligations under the foregoing items and constitute the Buyer its attorney to act in the name of the Seller with respect to those items, and the performance by such Halyard PartyBuyer shall agree to assume those obligations. Nothing in this Section 2.3 shall limit the effect of Section 7.1(f) regarding consents to assignments.

Non-Assignable Contracts. If Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Contract if an attempted assignment thereof, in whole or in part or, in the case of Shared Contracts, in whole or in any relevant part, without consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer, a Buying Affiliate, Seller or a Selling Affiliate thereunder (any such Purchased Contract, a “Non-Assignable Contract” and any such Non-Assignable Contract that is also a Shared Contract, a “Non-Assignable Shared Contract”). Seller shall, and shall cause a Selling Affiliate, if applicable, to use its commercially reasonable efforts to obtain the consent of the other parties to any such Non-Assignable Contract for the assignment thereof to Buyer or a Buying Affiliate as Buyer may request. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Parties thereunder so that Buyer or a Buying Affiliate would not in fact receive all rights under such Non-Assignable Contract, Seller shall, and shall cause a Selling Affiliate if applicable to, cooperate with Buyer or a Buying Affiliate in a subcontracting arrangement under which (i) Buyer or a Buying Affiliate would obtain the benefits and rights under the Non-Assignable Contracts and be responsible and liable for the obligations (including payment obligations) and other Liabilities to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by constituting Assumed Liabilities thereunder in accordance with this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) Seller or a Selling Affiliate, as applicable, would, at Buyer’s direction and expense, enforce for the benefit of Buyer or a Buying Affiliate, any and all rights of Seller or a Selling Affiliate, as applicable, thereunder against a third party thereto. Further details regarding the subcontracting arrangement are set forth on Exhibit C hereto. Seller shall, and shall cause a Selling Affiliate to, promptly pay to Buyer all monies received by Seller or a Selling Affiliate, as applicable, under any Non-Assignable Contract, excluding any sales, use, value added, goods and services or Transfer Taxes or similar Taxes collected with respect thereto (which, unless not permitted contested in good faith, will be remitted promptly and timely to the applicable government authority by Seller, and if any such contest is successful thereafter paid to the terms thereof or by lawcustomer), the Halyard Parties and any Excluded Assets, and Buyer shall pay, defend, discharge and perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (Liabilities to the extent permissible) all of their rights and obligations thereunder to constituting Assumed Liabilities under such Non-Assignable Contracts as required under Section 2.2(a). Following the applicable Halyard Party without payment of further considerationClosing, Seller shall, and shall cause the Halyard Party Selling Affiliates to, and Buyer shall, without and shall cause the payment of any Buying Affiliates to, take such further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties actions with respect to the performance by such Halyard PartyNon-Assignable Contracts as are described on Exhibit C hereto.

Non-Assignable Contracts. If and to (a) To the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Assigned Contract or any Seller Consent is not capable of being assigned under Section 365 of the U.S. Bankruptcy Code (or, if inapplicable, pursuant to other rights relating applicable Laws or the terms of such Contract or Consent) to the Halyard Business that would otherwise be transferred Purchaser or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, a Designated Purchaser at the Closing (i) without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity), and such ▇▇▇▇▇▇▇▇Consent cannot be obtained pursuant to Section 2.1.7 or (ii) whether or not Consent is required, without Sellers’ and their Affiliates’ compromising any right, asset or benefit or expending any amount or incurring any Liability or providing any other consideration other than as provided in Section 2.1.7 (collectively, the “Non-▇▇▇▇▇ Party shall continue Assignable Contracts”), this Agreement will not constitute an assignment thereof, or an attempted assignment, unless and until any such Consent is obtained; provided, however, that the Sellers will use their reasonable efforts to be bound thereby (i) cooperate with the Purchaser in connection with any commercially reasonable arrangement to provide the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts as the purported transfer applicable Seller had immediately prior to the Closing, including entering into one or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtainedmore mutually agreed commercially reasonable Subcontract Agreements, and (ii) unless facilitate Purchaser’s negotiation with the other party to each Non-Assignable Contract that is a license of Intellectual Property to provide the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts as the applicable Seller had immediately prior to the Closing (including paying Cure Costs in order to obtain such Consent). If, and only for so long as, the arrangements described in clause (i) of the immediately preceding sentence are made such that Purchaser has obtained the same interest, benefits and rights under any such Non-Assignable Contracts, then, as between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non-Assignable Contracts shall be deemed to be assigned and the Purchaser (or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, (w) nothing in this Section 5.13 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired. The Parties acknowledge that the fact that any Contract constitutes a Non-Assignable Contract by itself shall not permitted by (i) constitute a breach of any covenant hereunder, (ii) except as otherwise provided in Section 8.3(c), entitle Purchaser to terminate this Agreement or (iii) result in any reduction of the Purchase Price payable hereunder. Any Non-Assignable Contract assigned pursuant to the terms thereof or by lawof this Section 5.13 shall, the Halyard Parties shall paywhen assigned, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder constitute an Assigned Contract hereunder from and after such date. (b) For the Effective Timepurposes of this Agreement (including Section 5.13(a) and all representations and warranties of the Sellers contained herein), or such earlier time as such transfer or the relevant Sellers shall be deemed to have obtained all required Consents in respect of the assignment would otherwise have taken placeof any Assumed and Assigned Contract if, and indemnify to the ▇▇▇▇▇▇▇▇extent that, pursuant to the U.S. Sale Order or any separate order of the U.S. Bankruptcy Court approving and authorizing the assumption and assignment of the Assumed and Assigned Contracts, the Sellers are authorized to assume and assign to the Purchaser or a Designated Purchasers such Seller Contract pursuant to Section 365 of the U.S. Bankruptcy Code and any applicable Cure Cost has been satisfied as provided in Section 2.1.7. (c) If, after the Closing, the Purchaser or the relevant Designated Purchaser receives a purchase order on account of any Non-▇▇▇▇▇ Parties for Assignable Contract that is a contract between a Seller and a customer of such Seller (each, a “Non-Assignable Customer Contract” and the customer counterparty thereto a “Non-Assignable Customer Counterparty”), Purchaser or the relevant Designated Purchaser shall request that such Non-Assignable Customer Counterparty consent in writing to the assignment of such Non-Assignable Customer Contract to Purchaser or the relevant Designated Purchaser. For the period in which such consent is not forthcoming (the “Non-Assignable Period”), Purchaser or the relevant Designated Purchaser shall process such purchase order and Seller shall provide the Purchaser or the relevant Designated Purchaser with the interest, benefits and rights under such Non-Assignable Customer Contract in accordance with Section 5.13(a); provided, however, that Seller’s obligation to provide Purchaser or the relevant Designated Purchaser with the interest, benefits and rights under such Non-Assignable Customer Contract will terminate upon the earliest of (i) the effective date of such consent, (ii) the effective date of any direct agreement between Purchaser (or the relevant Designated Purchaser) and such Non-Assignable Customer Counterparty or (iii) in accordance with Section 5.13(a); provided further, however, that Purchaser and the relevant Designated Purchaser agree to indemnify, defend and hold Sellers and each Seller’s respective directors, officers and personnel (collectively, the “Non-Assignable Customer Contracts Indemnitees”) harmless from and against any and all indemnifiable Losses losses, costs, damages, expenses and liabilities whatsoever (including reasonable legal fees) which may be suffered or incurred by any Non-Assignable Customer Contracts Indemnitee arising out of such performance claims made by such Halyard Party. The ▇▇▇▇▇▇▇▇a Non-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit Assignable Customer Counterparty relating to Seller’s providing Purchaser and/or the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract relevant Designated Purchaser with the applicable Halyard Party to perform each interests, benefits and rights under the relevant Non-Assignable Customer Contract or other right, agreement or document at a subcontract price equal to during the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇Non-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyAssignable Period.

Non-Assignable Contracts. If and to (a) To the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party Assigned Agreement is unable not capable of being assigned to Purchaser at the Closing without the Consent of any other party thereto or any Person, or if such assignment or attempted assignment would constitute a breach thereof, or a violation of any applicable Law, this Agreement shall not constitute an assignment or an attempted assignment thereof, unless and until such Consent has been obtained. (b) In the event that any Consent referred to in Section 2.6(a) has not been obtained prior to the Closing, at Seller’s sole cost and expense, Seller shall use its commercially reasonable efforts, and Purchaser and Parent shall cooperate with Seller, to obtain any consent, approval or amendment necessary for each and every such Consent and to resolve the transfer or impracticalities of assignment referred to any Halyard Party of any Contract or other rights relating in Section 2.6(a) after the Closing. (c) To the extent that the Consents referred to in Section 2.6(a) have not been obtained prior to the Halyard Business that would otherwise be transferred or assigned Closing, until the impracticalities of assignment referred to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated herebyin Section 2.6(a) hereof are resolved, Seller and the applicable Retained Subsidiary shall use their commercially reasonable efforts to (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue cooperate with Purchaser in any reasonable and lawful arrangement designed to be bound thereby and provide Purchaser the purported transfer or assignment benefits of any Assigned Agreement referred to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtainedin Section 2.6(a), and (ii) unless not permitted by enforce, for the account and benefit of Purchaser, any and all rights of Seller and the applicable Retained Subsidiary arising from the Assigned Agreements referred to in Section 2.6(a) against all other parties thereto (including the right to elect to terminate in accordance with the terms thereof or by law, on the Halyard Parties shall pay, perform and discharge fully all advice of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligationsPurchaser). To the extent that Purchaser is provided the transfer or assignment of any Contract or other right (or the proceeds thereof) benefits pursuant to this Section 6.2 is prohibited 2.6(c) of any Assigned Agreement, Purchaser shall perform, on behalf of Seller and the applicable Retained Subsidiary, for the benefit of all other parties thereto, the obligations of Seller and the applicable Retained Subsidiary thereunder or in connection therewith (and in the event that any action by law Purchaser results in any material default thereunder or in connection therewith, and any such material default results in the termination of such Assigned Agreement, Purchaser shall no longer be entitled to receive the benefits of such Assigned Agreement). Any failure by Purchaser to perform the obligations of Seller or the terms thereof, applicable Retained Subsidiary under any such Assigned Agreement or in connection therewith shall constitute a breach by Purchaser of its covenants under this Section 6.2 2.6(c). Nothing contained in this Section 2.6 shall operate to create constitute a subcontract with the applicable Halyard Party to perform each relevant Contract waiver of, or other rightimpair, agreement Purchaser’s rights under Section 8.1 or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyARTICLE IX.

Non-Assignable Contracts. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to transfer or assign any Assumed Contract or any claim, right or benefit arising under or resulting from any such Assumed Contract if a transfer or an assignment, or attempted transfer or assignment, of the same without the consent of a third party would constitute a material breach or other contravention of the rights of such third party, would be ineffective with respect to an agreement concerning such Assumed Contract or would in any way impair the rights of Poseida or Transposagen with respect thereto. If any assignment of any such Assumed Contract by Transposagen to Poseida, or any assumption by Poseida of any interest, liability, obligation or commitment under, any such Assumed Contract requires any such consent or approval, then such assignment or assumption shall be made subject to such consent or approval being obtained and, after receipt of such consent or approval, such assignment and assumption shall be deemed to have been effected in accordance with the terms of this Agreement. (b) Transposagen or Poseida, as the case may be, shall use its commercially reasonable efforts (it being understood that such efforts shall not include any requirement of Poseida or Transposagen to expend money or offer or grant any financial accommodation), to obtain all consents, approvals and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to Poseida the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable Assumed Contracts so to obtain be conveyed pursuant to Section 1.1. (c) If any consent, approval or amendment waiver necessary for to assign or transfer to Poseida any Assumed Contract as contemplated by clause (b) is not obtained, then, pending the transfer attainment of such consent, approval or assignment waiver pursuant to any Halyard Party of any Contract or other rights relating to clause (b), Transposagen and Poseida will cooperate in a mutually agreeable arrangement under which Poseida would obtain the Halyard Business that would otherwise be transferred or assigned to such Halyard Party benefits and assume the obligations with respect thereto as contemplated by this Agreement and as reasonably permitted under the terms of such Assumed Contract, at no cost to Poseida (other than the reimbursement of all reasonable costs and expenses directly incurred by Transposagen or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by of its Subsidiaries in performing under the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shallAssumed Contract under this clause (c), without further consideration therefor, pay including costs and remit expenses associated with payments made to the applicable Halyard Party promptly all monies, rights and other considerations received third parties in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in any Assumed Contract that is the subject of this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate clause (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Partyc)).

Non-Assignable Contracts. If In the event and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is and its Subsidiaries are unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Contract Contract, lease, license, or other rights relating to the Halyard Allegiance Business that would otherwise be transferred to Allegiance or assigned to such Halyard Party one of its Subsidiaries as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party and its Subsidiaries shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtainedthereby, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties Allegiance or its Subsidiaries shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties or its Subsidiaries thereunder from and after the Effective TimeSpin-Off Date, or such earlier time date as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties and its Subsidiaries for all indemnifiable Indemnifiable Losses arising out of such performance by such Halyard PartyAllegiance or its Subsidiaries. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties and its Subsidiaries shall, without further consideration therefor, pay and remit to the applicable Halyard Party Allegiance or its Subsidiaries promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties and its Subsidiaries shall exercise or exploit their its rights and options under all such Contracts Contracts, leases, licenses and other rights, agreements rights and documents commitments referred to in this Section 6.2 SECTION 6.3 only as reasonably directed by Halyard Allegiance and at Halyard’s Allegiance's expense. If and when any such consent, approval or amendment consent shall be obtained or such Contract Contract, lease, license or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties or its Subsidiaries shall promptly assign or transfer and novate (to the extent permissible) all of their its rights and obligations thereunder to the applicable Halyard Party Allegiance or its Subsidiaries without payment of further consideration, and the Halyard Party Allegiance or its Subsidiaries shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 6.2 SECTION 6.3 is prohibited by law or law, the terms thereof, assignment provisions of this Section 6.2 SECTION 6.3 shall operate to create a subcontract with the applicable Halyard Party Allegiance or its Subsidiaries to perform each relevant unassignable ▇▇▇▇▇▇ Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties or its Subsidiaries with respect to the performance by Allegiance or its Subsidiaries under such Halyard Partysubcontract.

Non-Assignable Contracts. If The Seller shall, during the remaining term of each Non-Assignable Contract (i.e., Assigned Contracts that require third-party consents for assignment that have not been obtained by the Seller prior to or as of the Closing, and as are listed in Schedule A), use commercially reasonable efforts to (a) obtain the consent of the third parties required thereunder, (b) make the benefit of such Non-Assignable Contract available to the Buyer so long as the Buyer fully cooperates with the Seller and promptly reimburses the Seller for all payments made by the Seller (with the prior written approval of the Buyer) in connection therewith and (c) enforce, at the request of the Buyer and at the sole expense and for the account of the Buyer, any right of the Seller arising from such Non-Assignable Contract against the other party or parties thereto (including the right to elect or terminate any such Non-Assignable Contract in accordance with the terms thereof). The Seller shall not take any action or suffer any omission that could limit, restrict or terminate in any material respect the benefits to the Buyer of such Non-Assignable Contract unless, in good faith and after consultation with and prior written notice to the Buyer, the Seller is (a) ordered to do so by a Governmental Authority or body of competent jurisdiction or (b) otherwise required to do so by Law; provided, however, that if any such order is appealable, the Seller shall, at the Buyer’s sole cost and expense, take such reasonable actions as are requested by the Buyer to file and pursue such appeal and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party a stay of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by order. Nothing in this Agreement or any other agreement or document contemplated herebythe Assignment and Assumption Agreement shall constitute a sale, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported assignment, transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtainedconveyance to, and (ii) unless not permitted by the terms thereof or by lawassumption by, the Halyard Parties Buyer of the Non-Assignable Contracts. With respect to any such Non-Assignable Contract as to which the necessary approval or consent for the assignment or transfer to the Buyer is obtained following the Closing, the Seller shall transfer such Non-Assignable Contract to the Buyer by execution and delivery of an instrument of conveyance reasonably satisfactory to the Buyer within five (5) Business Days following receipt of such approval or consent. Following the Closing, Buyer shall directly pay, perform and discharge fully all or at the option of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective TimeSeller, or such earlier time as such transfer or assignment would otherwise have taken placereimburse Seller, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties in advance, for all indemnifiable Losses arising out of such performance payments made by such Halyard Party. The ▇▇▇▇▇▇▇▇Seller in connection with any Non-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyAssignable Contracts.

Non-Assignable Contracts. If and (i) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or otherwise transfer any Contract (including any portion of any Mixed-Use Contract pursuant to Section 10(a)) or Lease or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted transfer or assignment thereof, directly or indirectly, without the consent, waiver or approval of any third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to either party thereto (including by the exercise of any termination right thereunder) or violate any applicable Law or any such Contract or Lease referred to in this Section 10(b)(i), or otherwise are subject to a counterparty termination right as a result of such assignment or transfer (each, a “Non-Assignable Contract”), in each such case, to the extent the applicable consent, waiver or approval is not obtained. (ii) With respect to any Non-Assignable Contract, and any claim, right or benefit arising thereunder or resulting therefrom, Seller and OpCo Purchaser or PropCo Purchaser, as applicable, will use their commercially reasonable efforts to obtain as expeditiously as possible after the date hereof the written consent, waiver or approval of the other party or parties to such Non-Assignable Contract (A) for the assignment or, if required, novation thereof to OpCo Purchaser, the applicable Acquired Company or PropCo Purchaser (or PropCo Purchaser’s designee), as applicable, or (B) otherwise to the extent required to effect the transfer or, alternatively, written confirmation from such parties mutually satisfactory in form and substance to Seller and OpCo Purchaser or PropCo Purchaser, as applicable, that such consent, waiver or approval is not required. In furtherance of the foregoing, as soon as reasonably practicable (but in any ▇▇▇▇▇▇▇▇event no later than sixty (60) days) following the date hereof, Seller or an Affiliate thereof shall deliver to the other party or parties to any such Non-▇▇▇▇▇ Party is unable Assignable Contract documentation seeking the written consent, waiver, assignment, novation or approval of such other party or parties thereto to, or waiver of such party or parties in respect of, the transfer and assignment or novation of all of (or the applicable portion of) Seller’s or its Affiliate’s claims, rights, benefits and Liabilities thereunder to OpCo Purchaser, the applicable Acquired Company or PropCo Purchaser (or PropCo Purchaser’s designee), as applicable. In no event, however, shall Seller, the Purchasers or their respective Affiliates be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with obtaining any consent, waiver, confirmation, assignment, novation or approval with respect to any Non-Assignable Contract; provided, however, that Seller shall be liable for any fees and expenses that are payable with respect to any Non-Assignable Contract as a result of the termination of such Contract in connection with the consummation of the transactions contemplated in this Agreement, the Real Estate Purchase Agreement or the Ancillary Agreements (and all of such fees and expenses shall constitute OpCo Excluded Liabilities). The failure to obtain any consent, waiver, confirmation, assignment, novation or approval or amendment necessary with respect to any Non-Assignable Contract to be assigned to OpCo Purchaser (but, for the transfer or assignment to any Halyard Party avoidance of doubt, not including any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as PropCo Purchaser), shall not (i) constitute a failure to satisfy any condition set forth in Section 12 or (ii) relieve OpCo Purchaser from its obligation to consummate the transactions contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyAncillary Agreements.

Non-Assignable Contracts. If and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Chaparral Party of any Contract or other rights relating to the Halyard Chaparral Business that would otherwise be transferred or assigned to such Halyard Chaparral Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Chaparral Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Chaparral Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Parties thereunder from and after the Effective TimeDistribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Parties for all indemnifiable Losses arising out of such performance by such Halyard Chaparral Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Chaparral Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard Chaparral and at HalyardChaparral’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Chaparral Party without payment of further consideration, and the Halyard Chaparral Party shall, ,without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Chaparral Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ TXI Parties with respect to the performance by such Halyard Chaparral Party.

Non-Assignable Contracts. If This Agreement shall not be deemed to constitute an undertaking to assign a Non-Assignable Contract if such consent or approval has not been given as of the Closing Date. Purchaser shall, for a period of twelve (12) months after the Closing Date or, if shorter, during the remaining term of each Non-Assignable Contract, use its Commercially Reasonable Efforts to, and Seller shall use Commercially Reasonable Efforts at Purchaser’s request to cooperate with Purchaser to: (a) obtain the consent of the third parties required thereunder to assign such Non-Assignable Contract to Purchaser; (b) to the extent that permitted by Law, make the benefit of such Non-Assignable Contract available to Purchaser so long as Purchaser cooperates with Seller and promptly reimburses Seller for all payments made by Seller (with the prior approval of Purchaser) in connection therewith; and (c) enforce, at the request of Purchaser, and at the sole expense and for the account of Purchaser, any ▇▇▇▇▇▇▇▇right of Seller arising under such Non-▇▇▇▇▇ Party Assignable Contract against the other party or parties thereto (including the right to terminate any such Non-Assignable Contract in accordance with the terms thereof). Seller shall have no liability or obligation to Purchaser if Seller is unable to obtain any consent, approval consent or amendment necessary for the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties approval. Purchaser shall pay, perform and discharge fully all of the liabilities and obligations of the ▇▇▇▇▇▇▇▇Seller under any such Non-▇▇▇▇▇ Parties thereunder Assignable Contract from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Closing with respect to the performance period that Purchaser receives the benefit of such Non-Assignable Contract. Except as set forth in Section 9.10, Seller shall not take any action or suffer any omission that limits, restricts or terminates in any material respect the benefits to Purchaser of such Non-Assignable Contract unless, in good faith and after consultation with and prior written notice to Purchaser, Seller is: (i) ordered to do so by a Governmental Entity of competent jurisdiction; or (ii) otherwise required to do so by Law; provided, however, that if any such Halyard Partyorder is appealable, Seller shall take such reasonable actions as are requested by Purchaser at the sole expense of Seller to file and pursue such appeal and to obtain a stay of such order. With respect to any such Non-Assignable Contract as to which the necessary approval or consent for the assignment or transfer to Purchaser is obtained following the Closing, Seller shall transfer such Non-Assignable Contract to Purchaser by execution and delivery of an instrument of conveyance reasonably satisfactory to Purchaser within five (5) Business Days following receipt of such approval or consent, and Purchaser shall assume and agree to pay, perform and discharge when due the liabilities and obligations under such Non-Assignable Contract in the same manner and to the same extent as described in Section 2.4(b)(i) (and such Non-Assignable Contract will then be considered an Assumed Contract for all purposes of this Agreement after such date).

Non-Assignable Contracts. If and to (a) To the extent that the assignment by Seller of any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party contract included in the Purchased Assets is unable not permitted without (i) the consent of the other party to obtain the contract, (ii) the approval of Buyer as a source of the products or services called for by the contract or (iii) the approval of Buyer as a lessee, this Agreement shall not be deemed to constitute an assignment or an attempted assignment of the contract, if such assignment or attempted assignment would constitute a breach thereof and such consent or approval has not been obtained. (b) If any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party novation is requested but not obtained, each of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby Seller and the purported transfer or assignment Stockholders shall cooperate with Buyer in any reasonable arrangement designed to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully provide Buyer with all of the obligations of benefits under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Timecontract, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any if such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able novation had been obtained, including subleases from Seller and undertakings by Buyer of the work necessary to be novated, complete contracts as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all agent of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract Seller with the applicable Halyard Party understanding that Seller shall then invoice the purchaser for products shipped and promptly remit the amount of the receivable to perform each relevant Contract or other rightBuyer. In any such arrangement, agreement or document at a subcontract price equal to Buyer shall have the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties sole responsibility with respect to the completion of the work; shall bear all costs and expenses with respect thereto; shall be solely entitled to the benefits; and shall be solely responsible for any breach of warranty with respect to performance of such agreements after the Closing Date. (c) If a consent, approval or novation is requested but not obtained and as a result Buyer will not receive the benefits under the contract (the "REJECTED CONTRACT"), Buyer shall give written notice to Seller and the following adjustments shall be made: (i) all rights of Seller with respect to each Rejected Contract shall be deemed to be Excluded Assets; (ii) all liabilities and obligations of Seller with respect to each Rejected Contract shall be deemed to be Excluded Liabilities and Obligations; and (iii) the consideration to be paid pursuant to Section 2.l shall be reduced by such Halyard Partyan amount determined by mutual agreement to account for the value of the Rejected Contract.

Non-Assignable Contracts. If and to To the extent that any ▇▇▇▇▇▇▇▇Assigned Contract or Assigned Lease is not capable of being assigned or transferred without the consent or waiver of the other party thereto or any third party, or if such assignment or transfer, or attempted assignment or transfer, would constitute a breach thereof (a “Non-▇▇▇▇▇ Party is unable to obtain Assignable Contract”), this Agreement shall not constitute an assignment or transfer of any consentsuch Non-Assignable Contract, approval or amendment necessary an attempted assignment or transfer of any such Non-Assignable Contract. If such consent for a Non-Assignable Contract (except for the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated herebyRequired Consents, (iunless waived) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been is not obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties Closing shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties proceed with respect to the performance remaining Purchased Assets. The parties shall have the continuing obligation for a period of one (1) year after the Closing to use their commercially reasonable efforts to endeavor to obtain all necessary consents to the assignment or transfer of any Non-Assignable Contracts. Upon obtaining the requisite third party consent thereto, each Non-Assignable Contract shall be transferred and assigned to Buyer (or its designated Affiliate) hereunder. Notwithstanding anything to the contrary in this Section 2.5, with respect to any Non-Assignable Contract that is not assigned and transferred to Buyer (or its designated Affiliate) pursuant to the first sentence of this Section 2.5, after the Closing and until the requisite consent is obtained and the foregoing is assigned and transferred to Buyer, the Seller Parties and/or Seller Representative shall use their commercially reasonable efforts and cooperate with Buyer in endeavoring to obtain for Buyer an arrangement designed to provide Buyer substantially equivalent benefits of each such Non-Assignable Contract in some other manner; provided that expenses incurred by the Seller Parties in providing such Halyard Partybenefits shall be paid by Buyer. Buyer shall indemnify the Seller Parties for any breach or alleged breach (based on actions or inactions occurring after the Closing) of any such Non-Assignable Contract to the extent Buyer requests the Companies to perform thereunder.

Non-Assignable Contracts. If and to (a) To the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Seller Contract or any Seller Consent is not capable of being assigned under Section 365 of the U.S. Bankruptcy Code (or, if inapplicable, pursuant to other rights relating applicable Laws or the terms of such Contract or Consent) to the Halyard Business that would otherwise be transferred Purchaser or assigned to such Halyard a Designated Purchaser at the Closing without the Consent of the issuer thereof or the other party thereto or any Third Party as contemplated by (including a Government Entity) (collectively, the “Non-Assignable Contracts”), this Agreement will not constitute an assignment thereof, or an attempted assignment, unless and until any other agreement such Consent is obtained, including any Consents obtained following Closing; provided, however, that the Sellers will use their reasonable efforts to cooperate with the Purchaser in any reasonable arrangement to provide the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts as the applicable Seller had immediately prior to the Closing, including, in the case of Sellers Contracts involving the sale or document contemplated herebyprovision of Products or Services by a Seller to a customer, using their reasonable best efforts to enter into one or more mutually agreed reasonable Subcontract Agreements. As between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non- Assignable Contracts shall be deemed to be assigned and the Purchaser (or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, (iw) such ▇▇▇▇▇▇▇▇nothing in this Section 5.13 shall require any Seller to renew, modify or amend any Non-▇▇▇▇▇ Party Assignable Contract once it has expired, (x) any efforts required of the Sellers pursuant to this paragraph shall continue to be bound thereby strictly on an interim basis and in no event required after ninety (90) days from the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtainedClosing Date, and (iiy) unless not permitted by the terms thereof or by lawSellers shall have the right, any time after the Halyard Parties shall pay, perform and discharge fully all ninety- (90-) day anniversary of the obligations of Closing Date, to exercise any right to terminate any Non-Assignable Contract. The Purchaser or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder Designated Purchaser, as applicable, shall reimburse the relevant Seller and indemnify and hold each Seller harmless from and after the Effective Timeagainst all Liabilities, incurred or such earlier time asserted, as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment a result of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) actions taken pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Party5.

Non-Assignable Contracts. If and Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder of any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party Assumed Contract is unable not permitted or is not permitted without the Consent of any other party to such Assumed Contract, then unless waived by the Buyer in writing, neither this Agreement nor any other Transaction Document(s) shall be deemed to constitute an assignment of any such Assumed Contract if such Consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and the Buyer shall not assume any Liabilities under any such Assumed Contract; provided, however, that to the extent any such Consent that is not obtained is not a Required Consent, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Without in any way limiting the Seller’s obligation to obtain any consent, approval or amendment all Consents necessary for the transfer sale, transfer, assignment and delivery of the Assumed Contracts to the Buyer hereunder, if any such Consent is not obtained or if such assignment is not permitted irrespective of Consent and if the Closing shall occur (including, with respect to any Halyard Party Required Consents which are not obtained, as a result of the Buyer waiving in writing any Required Consent being received as a condition to Closing), the Seller shall use best efforts to (a) continue for a period of six (6) months after the Closing, to, at the Seller’s expense with respect to any Required Consents or at the Buyer’s expense with respect to any Consents that are not Required Consents, obtain any such Consents as promptly as possible following the Closing; (b) enter into any reasonable and lawful arrangements (including through subcontracting or sublicensing such Assumed Contract, in whole or in part) to provide the Buyer or its designated Affiliate with the economic and operational equivalent of the transfer of such Assumed Contract or other rights relating as of the Closing to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not extent permitted by the terms of the applicable Contracts, including by paying over or transferring to the Buyer or its designated Affiliate any revenue that is generated or derived under any such Assumed Contract as a result of or in connection with the Buyer’s and its Affiliates’ operation of the Transferred Business, and/or direct or indirect performance under such Assumed Contract, following the Closing; and (c) enforce or exercise, at the written request and expense of the Buyer, and for the account of the Buyer, any rights, benefits or interests of the Seller arising under any such Contract (including the right to elect to terminate such Contract in accordance with the terms thereof or by lawupon the written request of the Buyer). Once such Consent is obtained, the Halyard Parties Seller shall payassign, perform transfer, convey and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit deliver to the applicable Halyard Party promptly all moniesBuyer or its designated Affiliate the relevant Assumed Contract to which such Consent relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise assignment, transfer, conveyance or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment license shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this paid in accordance with Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Party7.03.

Non-Assignable Contracts. To the extent that the assignment by any EPD Group Member to any Buyer Group Member of its rights under any Purchased Asset pursuant to this Agreement is not permitted without the Consent of another party and such Consent shall not have been obtained, this Agreement shall not be deemed to constitute an undertaking to assign such Purchased Asset without such Consent if an attempted assignment would constitute a breach thereof or adversely affect the rights of any EPD Group Member thereunder. Other than with respect to any obligations expressly undertaken to be performed by Parent pursuant to this Section 2.09, Buyer agrees that neither Parent nor any Affiliated Seller shall have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any such Consent, and no representation, warranty or covenant of Parent herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of such failure or any Proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Consent. Parent shall use reasonable best efforts to secure such Consent (not including the payment of any consideration) prior to the Closing and Buyer shall provide or cause to be provided all commercially reasonable assistance to Parent (not including the payment of any consideration) reasonably requested by Parent to secure such Consent. If any such Consent is not obtained prior to the Closing, subject to satisfaction of the conditions to Closing set forth in Article 9, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Buyer shall use commercially reasonable efforts to secure such Consent as promptly as practicable after the Closing and Parent shall provide or cause to be provided all commercially reasonable assistance to Buyer (not including the payment of any consideration) reasonably requested by Buyer to secure such Consent, and cooperate with Buyer in any lawful and commercially reasonable arrangement reasonably proposed by Buyer under which Buyer would obtain the benefits of and assume the obligations related to any such Purchased Asset to which such Consent relates including (i) to the extent not prohibited by law or contract, continuing to hold, and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, approval or amendment necessary for required by the transfer or assignment to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned terms applicable to such Halyard Party as contemplated by this Agreement Purchased Asset, operate such Purchased Asset, in the case of real or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to personal property and be bound thereby and in the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtainedcase of Agreements, and (ii) unless not permitted by enforcing at Buyer’s request, or allowing Buyer and its Affiliates to enforce in a commercially reasonable manner, any rights of Parent and its Affiliates under such Purchased Asset against the issuer thereof or the other party or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of Buyer); provided, however, that the reasonable costs and expenses (including reasonable professional fees and expenses) incurred by Parent or its Affiliates at Buyer’s request, and incurred by lawBuyer or its Affiliates, the Halyard Parties shall payin each case, perform and discharge fully all with respect to any of the obligations of actions contemplated under (ii) above, shall be borne equally by Buyer and Parent, except to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from extent such costs and after expenses would have been Buyer’s obligation had such Purchased Asset been properly transferred to the Effective TimeBuyer Group at Closing, or in which case such earlier time as such transfer or assignment would otherwise have taken placecosts and expenses shall be borne solely by Buyer. Parent shall, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shallshall cause its Affiliates to, without further consideration therefor, and without right of set-off (other than against obligations of Buyer and its Affiliates under this Section 2.09), pay and remit to the applicable Halyard Party Buyer promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that Buyer or any of its Affiliates (including the transfer or assignment Acquired Entities) are provided the benefits of any Contract or other right (or the proceeds thereof) Purchased Asset pursuant to this Section 6.2 is prohibited by law 2.09, Buyer or such Affiliate shall pay, perform and discharge fully, promptly when due, for the benefit of the issuer thereof, or the terms thereofother party or parties thereto, the obligations of Parent or its relevant Affiliate, as the case may be, thereunder or in connection therewith or, if more advantageous to the parties, to take actions to enable Parent or its Affiliates to pay, perform and discharge fully such obligations, but only to the extent that (i) such action by Buyer would not result in any default thereunder or in connection therewith and (ii) such performance pertains to, or is related to, the providing (past, present or future) of benefits to Buyer or its Affiliates (including the Acquired Entities). Nothing in this Section 6.2 2.09 shall operate be deemed to create a subcontract with constitute an agreement to exclude from the applicable Halyard Party to perform each relevant Contract Purchased Assets any Agreement or any other right, agreement title or document at a subcontract price equal interest in or to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Partyany asset or property.

Non-Assignable Contracts. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement, requirement or obligation to transfer or assign any Transferred Contract or Consortium Agreement to Buyer or Vault-IC if the attempted transfer or assignment thereof, without the consent or approval of a third party thereto (including approvals by Government Authorities), would constitute a breach of any Contract or obligation of Atmel or any of the Selling Subsidiaries, would constitute a violation of any Laws or Contracts, or would in any way adversely affect the rights (other than those rights to be transferred under the Transferred Contracts) of Atmel or any of the Selling Subsidiaries thereunder. Atmel and the Selling Subsidiaries shall use their respective commercially reasonable best efforts to obtain such consents or approvals. If such consent or approval is not obtained, or if an attempted transfer or assignment of any Transferred Contract or Consortium Agreement would be ineffective, would constitute a breach or violation of any Law or Contract or would adversely affect the rights of Atmel or any of the Selling Subsidiaries thereunder, Atmel will, or will cause the Selling Subsidiaries to, to the extent not prohibited by or not in breach of any Contract or violation of any Laws, (a) cooperate with Buyer in any commercially reasonable arrangement which does not materially adversely impact Atmel and the Selling Subsidiaries and which is designed to provide for Buyer the benefits under or in relation to any such Transferred Contract or Consortium Agreement, including, to the extent reasonably necessary and to the extent that such arrangement does not violate any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable Law or Contract, the right to obtain any consent, approval enjoy the benefits under those Transferred Contracts or amendment necessary Consortium Agreements and enforcement for the benefit of Buyer (at Buyer’s cost) of any and all rights of Atmel and/or the Selling Subsidiaries against a third party thereto, (b) hold all monies paid to Atmel and/or the Selling Subsidiaries thereunder on and after the Closing Date in trust for the account of Buyer, and (c) remit such money to Buyer as promptly as possible after receipt. Any transfer or assignment to any Halyard Party Buyer or Vault-IC by Atmel and/or the Selling Subsidiaries of any Transferred Contract or other rights relating to Consortium Agreement which shall require the Halyard Business that would otherwise consent or approval of any third party (including approvals by Governmental Authorities) shall be transferred or assigned made subject to such Halyard Party as contemplated by this Agreement consent or any other agreement or document contemplated herebyapproval being obtained; provided, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as that such transfer or assignment would otherwise have taken placeshall not require Buyer to make any additional payments to Atmel for such transfer, it being understood that Buyer shall be responsible for the costs and indemnify expenses of registration, perfection or other costs and expenses related to owning or exercising the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Partybenefits acquired herein.

Non-Assignable Contracts. If and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Neenah Party of any Contract or other rights relating to the Halyard Neenah Business that would otherwise be transferred or assigned to such Halyard Neenah Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Neenah Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Neenah Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective TimeDistribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Neenah Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Neenah Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 6.3 only as reasonably directed by Halyard Neenah and at HalyardNeenah’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Neenah Party without payment of further consideration, and the Halyard Neenah Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 6.3 is prohibited by law or the terms thereof, this Section 6.2 6.3 shall operate to create a subcontract with the applicable Halyard Neenah Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Neenah Party.

Non-Assignable Contracts. If (a) In the event and to the extent that Aon or any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party of its Subsidiaries is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party Combined Specialty or one of its Subsidiaries of any Contract or other rights relating to the Halyard Combined Specialty Business that would otherwise be transferred or assigned to such Halyard Party Combined Specialty or one of its Subsidiaries as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party Aon and its Subsidiaries shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party Combined Specialty or one of its Subsidiaries shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties Combined Specialty or one of its Subsidiaries shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Aon or its Subsidiaries thereunder from and after the Effective TimeDistribution, or such earlier time date as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Aon and its Subsidiaries for all indemnifiable Losses arising out of such performance by such Halyard PartyCombined Specialty or its Subsidiaries. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Aon and its Subsidiaries shall, without further consideration therefor, pay and remit to the applicable Halyard Party Combined Specialty or its Subsidiaries promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Aon and its Subsidiaries shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 SECTION 6.3(a) only as reasonably directed by Halyard Combined Specialty and at Halyard’s Combined Specialty's expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Aon or its Subsidiaries shall promptly assign or transfer and novate (to the extent permissible) all of their its rights and obligations thereunder to the applicable Halyard Party Combined Specialty or its Subsidiaries without payment of further consideration, and the Halyard Party Combined Specialty or its Subsidiaries shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 SECTION 6.3(a) is prohibited by law or the terms thereoflaw, this Section 6.2 SECTION 6.3(a) shall operate to create a subcontract with the applicable Halyard Party Combined Specialty or its Subsidiaries to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Aon or its Subsidiaries with respect to the performance by Combined Specialty or its Subsidiaries thereunder. (b) In the event and to the extent that Aon is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to Aon or one of its Subsidiaries of any Contract or other rights not relating to the Combined Specialty Business that would otherwise be transferred or assigned to Aon or one of its Subsidiaries (excluding Combined Specialty and its Subsidiaries) as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) the applicable Subsidiary of Combined Specialty shall continue to be bound thereby and the purported transfer or assignment to Aon or one of its Subsidiaries shall automatically be deemed deferred until such Halyard Partytime as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, Aon or one of its Subsidiaries shall pay, perform and discharge fully all of the obligations of Combined Specialty or its Subsidiaries thereunder from and after the Distribution, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify Combined Specialty and its Subsidiaries for all indemnifiable Losses arising out of such performance by Aon or its Subsidiaries. Combined Specialty and its Subsidiaries shall, without further consideration therefor, pay and remit to Aon or its Subsidiaries promptly all monies, rights and other considerations received in respect of such performance. Combined Specialty and its Subsidiaries shall exercise or exploit its rights and options under all such Contracts and other rights, agreements and documents referred to in this SECTION 6.3(b) only as reasonably directed by Aon and at Aon's expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, Combined Specialty or its Subsidiaries shall promptly assign or transfer and novate (to the extent permissible) all of its rights and obligations thereunder to Aon or its Subsidiaries without payment of further consideration, and Aon or its Subsidiaries shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this SECTION 6.3(b) is prohibited by law, this SECTION 6.3(b) shall operate to create a subcontract with Aon or its Subsidiaries to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by Combined Specialty or its Subsidiaries with respect to the performance by Aon or its Subsidiaries thereunder.

Non-Assignable Contracts. If and to (a) To the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Seller Contract or any Seller Consent is not capable of being assigned under Section 365 of the U.S. Bankruptcy Code (or, if inapplicable, pursuant to other rights relating applicable Laws or the terms of such Contract or Consent) to the Halyard Business that would otherwise Purchaser or a Designated Purchaser at the Closing, or cannot be transferred entered into (A) without the Consent of the issuer thereof or assigned to such Halyard the other party thereto or any Third Party as contemplated by (including a Government Entity) or (B) without Sellers’ and their Affiliates’ compromising any right, asset or benefit or expending any amount or incurring any Liability or providing any other consideration (collectively, the “Non-Assignable Contracts”), this Agreement will not constitute an assignment thereof, or an attempted assignment, unless and until any other agreement or document contemplated herebysuch Consent is obtained, including any Consents obtained following Closing; provided, however, that the Sellers will use commercially reasonable efforts (without incurring any third party costs) to (i) cooperate with the Purchaser in any reasonable arrangement to provide the Purchaser the same interest, benefits, rights and liabilities under any such ▇▇▇▇▇▇▇▇Non-▇▇▇▇▇ Party shall continue Assignable Contracts that are not licenses of Intellectual Property as the applicable Seller had immediately prior to be bound thereby and the purported transfer Closing, including using commercially reasonable efforts to enter into one or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtainedmore mutually agreed Subcontract Agreements, and (ii) unless not permitted facilitate Purchaser’s negotiation with the other party to each Non-Assignable Contract that is a license of Intellectual Property to provide the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts as the applicable Seller had immediately prior to the Closing (including that Sellers shall request such Third Party’s Consent if so requested by the terms thereof Purchaser); provided that there shall be no obligation on Sellers or by lawtheir Affiliates to compromise any material right, asset or benefit or expend any amount or incur any Liability. As between the Halyard Parties Sellers and the Purchaser (or the relevant Designated Purchaser), such Non-Assignable Contracts described above shall paybe deemed to be assigned and the Purchaser (or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to (x) nothing in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when 5.13 shall require any such consentSeller to renew, approval modify or amendment amend any Non-Assignable Contract once it has expired, (y) any efforts required of the Sellers pursuant to this paragraph shall be obtained strictly on an interim basis and in no event shall such efforts or such Contract or other right or agreement shall otherwise become transferable or assignable or arrangements be able to be novated, required after one hundred and eighty (180) days from the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further considerationClosing Date, and (z) the Halyard Party shallSellers shall have the right, without any time after the payment day that is one hundred and eighty one (181) days after the Closing Date, to exercise any right to terminate any Non-Assignable Contract. The Purchaser or the Designated Purchaser, as applicable, shall reimburse the relevant Seller for the out-of-pocket expenses incurred or asserted, as a result of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) actions taken pursuant to this Section 6.2 is prohibited by law 5.13. The Parties acknowledge that the fact that any Contract constitutes a Non-Assignable Contract shall not (i) constitute a breach of any covenant hereunder, (ii) entitle Purchaser to terminate this Agreement or (iii) result in any reduction of the Purchase Price payable hereunder. Any Non-Assignable Contract assigned pursuant to the terms of this Section 5.13 shall, when assigned, constitute an Assigned Contract hereunder from and after such date. (b) For the purposes of this Agreement (including Section 5.13(a) and all representations and warranties of the Sellers contained herein), the relevant Sellers shall be deemed to have obtained all required Consents in respect of the assignment of any Assumed and Assigned Contract if, and to the extent that, pursuant to the U.S. Sale Order, the Sellers are authorized to assume and assign to the Purchaser or the terms thereof, this Designated Purchasers such Seller Contract pursuant to Section 6.2 shall operate to create a subcontract with 365 of the U.S. Bankruptcy Code and any applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyCure Cost has been satisfied as provided in Section 2.1.7.

Non-Assignable Contracts. If and Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment hereunder by CFC IPA to PC Buyer of any Assumed Contract or Permit is not permitted or is not permitted without the consent of any other party to such Assumed Contract or any Governmental Authority, neither this Agreement nor the Bill of Sale shall be deemed to constitute an assignment of any such Assumed Contract or Permit if such consent is not given or if such assignment otherwise would constitute a breach of, violation of or cause a loss of benefits under, any such Assumed Contract or Permit, and except as otherwise provided in this Agreement, PC Buyer shall not assume any obligations or liabilities under any such Assumed Contract or Permit. CFC IPA shall use Commercially Reasonable Efforts to obtain all consents and waivers necessary for the sale, transfer, assignment, conveyance and delivery of the Assumed Contracts, Permits and the Acquired Assets to PC Buyer hereunder and, if any such consent is not obtained or if such assignment is not permitted irrespective of such consent, CFC IPA shall, for a period of twelve (12) months following the Initial Closing Date, cooperate with PC Buyer following the Initial Closing Date in any reasonable and lawful arrangement designed to provide PC Buyer or its Affiliates with the rights and benefits under any such Assumed Contract or Permit, including enforcement for the benefit of PC ▇▇▇▇▇, at the request of PC ▇▇▇-▇▇, of any and all rights of CFC IPA thereunder (including rights against any other party thereto arising out of any breach or cancellation of any such Assumed Contract by such other party) and, if requested by PC Buyer, to the extent legally permitted, acting as an agent on behalf of PC ▇▇▇▇▇ Party or as PC Buyer shall otherwise reasonably require; provided, that, if PC Buyer is unable to obtain any consent, approval or amendment necessary for provided the transfer or assignment to any Halyard Party benefits of any Assumed Contracts or Permits, then PC Buyer shall assume the Liabilities of CFC IPA under such Assumed Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party Permits, as contemplated by this Agreement or any other agreement or document contemplated herebyapplicable, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 but only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations the Liabilities thereunder to arise after the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyInitial Closing Date.”

Non-Assignable Contracts. If any rights, benefits or remedies (in this section 2.3 collectively called the "Rights") under any of the Contracts and Commitments listed in Schedule 2.3 - Specified Contracts and Commitments are not assignable by the Vendor to the extent that Purchaser without the consent of the other party thereto (in this section 2.3 called the "Third Party") and such consent is not obtained, then, unless the Purchaser exercises its rights under subsection 9.1(c) hereof, or unless the Vendor exercises its rights under subsection 9.2(d) hereof, the following covenants and agreements shall apply in respect of such Contracts and Commitments until the end of the period commencing as at the Time of Closing and ending on the earlier of the expiry or other termination of each such Contract and Commitment or December 31, 1997 (unless the parties mutually agree otherwise in respect of any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, approval or amendment necessary such Contract and Commitment): (a) the Vendor will hold the Rights for the transfer benefit of the Purchaser; (b) the Vendor will, at the request and expense and under the direction of the Purchaser, in the name of the Vendor or assignment to any Halyard Party otherwise as the Purchaser shall specify, take all such actions and do all such things as shall, in the opinion of any Contract the Purchaser, be necessary or other rights relating to the Halyard Business desirable in order that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from Vendor under such assumed Contracts and after Commitments may be performed in a manner such that the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, value of the Rights shall be preserved and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit shall enure to the applicable Halyard Party benefit of the Purchaser and such that all moneys receivable under the assumed Contracts and Commitments may be received by the Purchaser; (c) the Vendor will promptly pay over to the Purchaser all monies, rights and other considerations received such moneys collected by the Vendor in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such assumed Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate Commitments; (d) to the extent permissible) all of their rights permitted by the Third Party and obligations thereunder provided, in the Purchaser's opinion, it would not be prejudicial to the applicable Halyard Party without payment Purchaser's rights to do so, the Purchaser will perform the obligations under such assumed Contracts and Commitments on behalf of further considerationthe Vendor, and will indemnify the Halyard Party shallVendor against all liabilities, without costs and expenses (including reasonable costs of the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds defence thereof) pursuant incurred by the Vendor in performing such obligations; and (e) the Purchaser will continue to this Section 6.2 is prohibited by law or use all reasonable commercial efforts following the terms thereof, this Section 6.2 shall operate Time of Closing to create a subcontract with obtain the applicable Halyard consent of the Third Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal the assignment to the moniesPurchaser of each such Contract and Commitment and, rights upon each such consent to assignment having been obtained, such Contract and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect Commitment shall be automatically assigned to the performance by such Halyard PartyPurchaser.

Non-Assignable Contracts. If and In the case of any Real Property mortgages, leases, Contracts or Equipment Leases which by their terms or by virtue of their subject matter are not assignable without the consent of a third party (collectively, the "Non-Assignable Contracts," all of which are listed on Schedule 2.2), Seller will use its best efforts to obtain, prior to the extent Closing Time, any written consents necessary to convey to Buyer the benefit thereof. Buyer shall cooperate with Seller, in such manner as may be reasonably requested and at Seller's expense, in connection therewith, provided that Buyer shall not be obligated to agree to pay any consideration or increase the consideration payable under any such Non-Assignable Contract or to make any other agreement that would affect adversely in any other way the economics for Buyer under such Non-Assignable Contract, or would make the obligations intended to be assumed by Buyer thereunder more burdensome. Seller shall inform Buyer from time to time prior to the Closing Time of Seller's receipt from any such third party of confirmation of such third party's refusal to grant its consent to any such assignment. Nothing in this Agreement shall be construed as an attempt or an agreement to assign or cause the assignment of any Non-Assignable Contract included in the Purchased Assets which is in law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given. Notwithstanding the foregoing, in the event that any ▇▇▇▇▇▇▇▇third party to a Non-▇▇▇▇▇ Party is unable Assignable Contract has not consented to obtain an assignment thereof to Buyer for any consentreason, approval then Buyer shall have no liability or amendment necessary for the transfer or assignment obligation to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to Seller, such Halyard Party as contemplated by this Agreement third party or any other agreement or document contemplated herebyparty with respect to such Non-Assignable Contract, and if any Non-Assignable Contract is not assigned to Buyer for any reason and Buyer considers in its sole judgment that such Non-Assignable Contract is material to the business to be conducted by Buyer after the Closing Date then, at Buyer's option, Buyer shall have no obligation to consummate its purchase hereunder. In the event that Buyer consummates its purchase hereunder and any Non-Assignable Contract has not been assigned to Buyer for any reason then either (i) Buyer and Seller shall negotiate in good faith to adjust the Purchase Price (as defined herein) based on such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and event and/or (ii) unless not permitted by Buyer and Seller shall cooperate in good faith with the terms thereof other party in any reasonable arrangement necessary or by law, desirable to provide Buyer the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out benefits of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇Non-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyAssignable Contract.

Non-Assignable Contracts. If and Anything in this Agreement to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable contrary notwithstanding, this Agreement will not constitute an agreement to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of assign any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement Permit or any other agreement claim or document contemplated herebyright or any benefit arising thereunder or resulting therefrom if any attempted assignment thereof, without the consent of the applicable counterparty thereto or a Governmental Authority, would constitute a default thereof or adversely affect the rights of any Seller or the Stockholder thereunder (the “Non-Assignable Contracts”). In the event such consent is not obtained or if an attempted assignment of the Non-Assignable Contracts would be ineffective or adversely affect the rights of any Seller or the Stockholder thereunder, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby for ninety (90) days after the Closing, Sellers and the purported Stockholder shall use commercially reasonable efforts to cooperate with Buyer to obtain any consent or authorization which may be required to transfer or assignment assign the Non- Assignable Contracts to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof Buyer or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, to remove or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when eliminate any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that impediment preventing the transfer or assignment of the Non- Assignable Contracts to Buyer, (ii) Sellers and the Stockholder shall use commercially reasonable efforts to cooperate with Buyer in any Contract arrangement designed to provide to Buyer the benefit of the Non-Assignable Contracts, (iii) Sellers shall not transfer or assign the Non-Assignable Contracts to any Person other than Buyer or Buyer’s assigns, and (iv) Buyer will be responsible for all obligations relating to such Non-Assignable Contracts arising or occurring on or after the Closing Date as if they had been transferred or assigned to Buyer in accordance with the terms of this Agreement. Upon the request of Buyer, Sellers shall use commercially reasonable efforts to enforce, for the account, at the expense and on behalf of Buyer, any rights of Sellers arising under or in connection with any Non-Assignable Contracts. Nothing contained in this Section 3.4 shall require Sellers or the Stockholder nor any of their respective Affiliates to pay any money or other right (consideration or the proceeds thereof) pursuant grant forbearances to this Section 6.2 is prohibited by law any third party in connection with any Assumed Contracts or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard PartyPermits.

Non-Assignable Contracts. If In the event and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is the parties are unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard Party of any Contract Contract, lease, license or other rights relating to the Halyard Japanese ▇▇▇▇▇▇▇ Business that otherwise would otherwise be transferred or assigned to such Halyard Party ELL or one of its Subsidiaries as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party BKK shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party ELL shall automatically be deemed deferred until such time as all legal impediments are removed and and/or all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties ELL shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties BKK thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken placeBunkatsu Date, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties BKK and its Affiliates for all indemnifiable Losses arising out of such performance by such Halyard PartyELL. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties BKK shall, without further consideration therefor, pay and remit to the applicable Halyard Party ELL promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties BKK shall exercise or exploit their its rights and options under all such Contracts Contracts, leases, licenses and other rights, agreements rights and documents commitments referred to in this Section 6.2 6.9 only as reasonably directed by Halyard ELL and at Halyard’s ELL's expense. If and when any such consent, approval or amendment consent shall be obtained or such Contract Contract, lease, license or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties BKK shall promptly assign or transfer and novate (to the extent permissible) all of their its rights and obligations thereunder to the applicable Halyard Party ELL without payment of further consideration, and the Halyard Party ELL shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract Contract, lease, license or other right rights (or the proceeds thereof) pursuant to this Section 6.2 6.9 is prohibited by law or law, the terms thereof, assignment provisions of this Section 6.2 6.9 shall operate to create a subcontract with the applicable Halyard Party ELL to perform each relevant Contract unassignable Contract, lease or other right, agreement or document license of BKK at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties BKK with respect to the performance by ELL under such Halyard Partysubcontract.

Non-Assignable Contracts. (a) If and to the extent that any ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇ Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Halyard CoffeeCo Party of any Contract or other rights relating to the Halyard CoffeeCo Business that would otherwise be transferred or assigned to such Halyard CoffeeCo Party as contemplated by this Agreement or any other agreement or document contemplated herebyTransaction Agreement, (ia) such ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard CoffeeCo Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, obtained and (iib) unless not permitted by the terms thereof or by law, the Halyard CoffeeCo Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇ Parties thereunder from and after the Effective TimeDistribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard CoffeeCo Party. The ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard CoffeeCo Party promptly all monies, rights and other considerations consideration received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 6.1(a) only as reasonably directed by Halyard CoffeeCo and at (a) shall operate to create a subcontract with the applicable CoffeeCo Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇ ▇▇▇ Parties with respect to the performance by such CoffeeCo Party. (b) If and to the extent that any CoffeeCo Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any ▇▇▇▇ ▇▇▇ Party of any Contract or other rights relating to the ▇▇▇▇ ▇▇▇ Business that would otherwise be transferred or assigned to such ▇▇▇▇ ▇▇▇ Party as contemplated by this Agreement or any other Transaction Agreement, (a) such CoffeeCo Party shall continue to be bound thereby and the purported transfer or assignment to such ▇▇▇▇ ▇▇▇ Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (b) unless not permitted by the terms thereof or by law, the ▇▇▇▇ ▇▇▇ Parties shall pay, perform and discharge fully all of the obligations of the CoffeeCo Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the CoffeeCo Parties for all Losses arising out of such performance by such ▇▇▇▇ ▇▇▇ Party. The CoffeeCo Parties shall, without further consideration therefor, pay and remit to the applicable ▇▇▇▇ ▇▇▇ Party promptly all monies, rights and other consideration received in respect of such performance. The CoffeeCo Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.1 (b) only as reasonably directed by ▇▇▇▇ ▇▇▇ and at Halyard’s ▇▇▇▇ ▇▇▇’▇ expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties applicable CoffeeCo Party shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard ▇▇▇▇ ▇▇▇ Party without payment of further consideration, and the Halyard ▇▇▇▇ ▇▇▇ Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2 6.1(b) is prohibited by law or the terms thereof, this Section 6.2 6.1(b) shall operate to create a subcontract with the applicable Halyard ▇▇▇▇ ▇▇▇ Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ CoffeeCo Parties with respect to the performance by such Halyard ▇▇▇▇ ▇▇▇ Party.

Non-Assignable Contracts. This Agreement and any document delivered hereunder shall not constitute an assignment or an attempted assignment by Seller of any right contemplated to be assigned to Buyer hereunder: (a) Which is not assignable by Seller without the consent of a third party if such consent has not been obtained and such assignment or attempted assignment would constitute a breach thereof; or (b) If and the remedies for the enforcement or any other particular provisions thereof available to Seller would not pass to Buyer. Seller shall use its best efforts to obtain, within 40 days of the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consentClosing Date, approval or amendment such consents of third parties as may be necessary for the transfer or assignment to any Halyard Party of any Contract or other rights relating such right by Seller, including those listed in Schedule 6.4 hereto; provided, however, that, unless otherwise notified by Buyer, Seller will not be required to the Halyard Business that would otherwise be transferred or assigned take such action with respect to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) any such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue right that is subject to be bound thereby and the purported transfer termination on thirty (30) days or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtainedless without liability, and premium or penalty, or (ii) unless not permitted by the terms thereof or by lawany such right to use shrink-wrap packaged software (i.e., the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights Microsoft and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyardcommercially available software) installed on Seller’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligationscomputers. To the extent that any such right of Seller is not assignable or where consents to the transfer or assignment thereof are not obtained, at the Closing Seller shall assign to Buyer the full benefit thereof (which shall be deemed to be part of any Contract or other right (or the proceeds thereofAssets) pursuant and grant to this Section 6.2 is prohibited by law or the terms thereof, this Section 6.2 shall operate to create a subcontract with the applicable Halyard Party Buyer an irrevocable power of attorney to perform each relevant Contract or other rightSeller’s covenants and obligations under such rights in respect of the period after the Closing Date, agreement or document at a subcontract price equal and to enforce Seller’s rights thereunder in the name of Seller but for the benefit of Buyer. Notwithstanding anything to the moniescontrary herein contained, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties Seller makes no representation or warranty with respect to the performance enforceability of any covenants not to compete being assigned by Seller to Buyer, including the covenants not to compete for which the remaining payment obligations are set forth on Schedule 6.12 hereto, and Seller is not liable to Buyer or responsible for any Person failing to perform or abide by such Halyard Partycovenants not to compete.

Non-Assignable Contracts. If and The Parties have agreed not to seek the extent that any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party is unable to obtain any consent, consent or other approval or amendment necessary for of the transfer or assignment counterparty to any Halyard Party of any Contract or other rights relating to the Halyard Business that would otherwise be transferred or assigned to such Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Party shall continue to be bound thereby and the purported transfer or assignment to such Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, the Halyard Parties shall pay, perform and discharge fully all of the obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties thereunder from and after the Effective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties for all indemnifiable Losses arising out of such performance by such Halyard Party. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall, without further consideration therefor, pay and remit to the applicable Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2 only as reasonably directed by Halyard and at Halyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Halyard Party without payment of further consideration, and the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligationsTransferable Contract. To the extent that Seller's right, title or interest in, to or under any Transferable Contract may not be assigned without the transfer consent, approval or assignment authorization of any Third Party, the Transaction Documents shall not constitute an agreement to assign such right, title or interest if an attempted partial assignment would constitute a breach of such Transferable Contract or violate any Law. If any attempted partial assignment would be ineffective or would materially impair Buyer's rights and obligations under such Transferable Contract such that Buyer would not acquire and assume the benefit and burden of all such rights and obligations, then Seller shall administer such Transferable Contract for the benefit of Buyer pursuant to, and subject to the terms and conditions of, the O&M Agreement; provided that if the O&M Agreement expires or terminates before the expiration or termination of such Transferable Contract, then Seller, at its option (exercisable by notice to Buyer) and to the fullest extent permitted by Law and such Transferable Contract, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent with respect to such Transferable Contract to the extent of the Transmission Facilities, or (ii) enter into such reasonable arrangements with Buyer or take such other right (actions as are necessary to provide Buyer with the same or substantially similar rights and obligations under such Transferable Contract to the proceeds thereof) pursuant extent of the Transmission Facilities. Notwithstanding anything to the contrary in the foregoing, for each Shared Contract subject to this Section 6.2 is prohibited by law 7.4(d) that survives the expiration or termination of the O&M Agreement, the Parties shall enter into an appropriate arrangement pursuant to which Buyer shall irrevocably appoint Seller as its attorney- Execution Version - Confidential in-fact, coupled with an interest, under terms thereof, this and conditions substantially similar to those set forth in Section 6.2 shall operate to create a subcontract with 7.4(b) for Partially Assigned Contracts for the applicable Halyard Party to perform each relevant Contract period after such expiration or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Parties with respect to the performance by such Halyard Partytermination.