Common use of Nonassignable Contracts Clause in Contracts

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO would not receive all such rights, then (x) the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCO, to the extent permitted by law, the benefits of any such Assumed Contract or other Asset, and the Company shall promptly pay or cause to be paid to CNCO, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset if an assignment or attempted assignment of the same without the consent or waiver of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of the Company VRM Group or the Associated Subsidiaries Company Group thereunder. If any such consent necessary to convey any Asset or waiver is not obtained or if an attempted assignment would be ineffective or would impair any partyeither Group's rights under any such Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other Asset commitment or asset so that CNCO the Company or VRM or a Subsidiary of either, as applicable, would not receive all such rights, then (x) the Company or VRM, as applicable, shall use commercially reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCOthe other or its Subsidiary, to the extent permitted by law, the benefits of any such Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other Asset, commitment or asset and the Company or VRM, as applicable, shall promptly pay or cause to be paid to CNCO, the other or its Subsidiary when received, received all moneys received by the Company Group or the Associated Subsidiaries VRM Group, as applicable, with respect to any such Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other Asset commitment or asset and (y) in consideration thereof CNCO the other party or its Subsidiary shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries such Group all of such Group's debts, liabilities, obligations and commitments thereunder with respect thereto in a timely manner and in accordance with the terms thereof. In addition, the Company or VRM, as applicable, shall take such other actions (at the expense of CNCO, as designated by the Investorother) as may reasonably be requested by the Investor other in order to place CNCOthe other, insofar as reasonably possible, in the same position as if such Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other Asset commitment or asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to command, shall inure to CNCOthe applicable Group. If and when such consents and approvals are obtained, the transfer of the applicable lease, license agreement, contract, agreement, sales order, purchase order, open end or other commitment or asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to (a) To the contrary notwithstanding, this Agreement shall not constitute an agreement to assign extent that any Assumed Contract is not capable of being transferred by M4 to LMAES pursuant to this Agreement without the consent, approval or other commitment waiver of a third Person, and such consent, approval or asset waiver is not obtained prior to the Closing, or if an assignment such transfer or attempted assignment of the same without the consent of the other party or parties thereto transfer would constitute a breach thereof or a violation of any law, rule or regulation, nothing in this Agreement will constitute a transfer or an attempted transfer thereof. Notwithstanding anything contained in this Agreement to the contrary, M4 shall not be obligated to transfer to LMAES any way impair the of its rights and obligations in and to any of the Company or Assumed Contracts referred to in this Section 7.1 without first having obtained any consents, approvals and waivers necessary for the Associated Subsidiaries thereunder. If any consent necessary transfer of such Assumed Contract. (b) In the event that such consents, approvals and waivers referred to convey any Asset is in subparagraph (a) above are not obtained or if an attempted assignment would be ineffective or would impair any party's rights under obtained, then, in the case of any such Assumed Contract or other Asset so Contract, LMC, MMT, LMAES and M4 shall continue to cooperate and use their best efforts to obtain the necessary consents, approvals and waivers (to the extent that CNCO would not receive all such rights, then (x) the Company shall use commercially reasonable efforts (it being understood is reasonably likely that such efforts shall not include will be successful), and unless and until any requirement of the Company such necessary consent, approval or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCOwaiver is obtained, M4 will use its best reasonable efforts, to the extent permitted by applicable law, the terms of the Assumed Contract and the directions of the customer, to (a) cooperate in any reasonable arrangement designed to provide to LMAES the benefits and burdens of any Assumed Contract referred to in subparagraph (a) above without incurring any obligation to any other Person other than to provide such benefits to LMAES, including, without limitation, the appointment of LMAES as M4's agent for purposes of such Assumed Contract, and (b) enforce, at LMC's and LMAES' request for LMAES' account and at LMAES' cost, any rights of M4 arising from any such Assumed Contract or other Asset(including, and without limitation, the Company shall promptly pay or cause right to be paid elect to CNCO, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any terminate such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, thereof upon the Company shall take such other actions (at the expense advice of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract LMC or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this AgreementLMAES).

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement shall will not constitute an agreement to assign any Assumed Contract or other commitment or asset Automotive Asset if an assignment or attempted assignment of the same without the consent Consent of the other party or parties thereto another Person would constitute a breach thereof or in entitle any way impair the other party thereto to terminate, or accelerate or assert additional material rights of the Company thereunder or the Associated Subsidiaries thereunderwith respect thereto. If any consent necessary to convey any Asset such Consent is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any have such Assumed Contract or other Asset so that CNCO would not receive all such rightseffect, then (xa) the Company party purporting to make such transfer (the "INTENDED TRANSFEROR") shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodationi) to provide or cause to be provided to CNCOthe party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE"), to the extent permitted by lawLaw, the benefits of any such Assumed Contract or other Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of and for the Company shall account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) promptly pay or cause to be paid to CNCO, the Intended Transferee when received, received all moneys received by the Company or the Associated Subsidiaries Intended Transferor with respect to any such Assumed Contract or other Automotive Asset and (yb) in consideration thereof CNCO for the matters described in clause (a) above, the Intended Transferee shall pay, perform and discharge on behalf of the Company and Intended Transferor all of the Associated Subsidiaries debts, liabilities, obligations and commitments Intended Transferor's Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereof. In addition, the Company Intended Transferor shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor Intended Transferee in order to place CNCOthe Intended Transferee, insofar as reasonably possible, in the same position as if such Assumed Contract or other Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to command, will inure to CNCOthe Intended Transferee. If and when such consents and approvals Consents are obtained, the transfer of the applicable asset shall Contract or Automotive Asset will be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract lease, license agreement, Contract, agreement, sales order, purchase order, open bid or other commitment or asset Acquired Assets if an assignment or attempted assignment of the same without the consent of the other party or parties thereto another Person would constitute a breach thereof or in any way impair the rights of the Company Buyer or the Associated Subsidiaries Seller thereunder. If any such consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any partyeither Seller's or Buyer's rights under any such Assumed Contract lease, license agreement, Contract, agreement, sales order, purchase order, open bid or other Asset commitment or Acquired Assets so that CNCO Buyer would not receive all such rights, then (x) the Company Seller shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company Seller or the Associated any of its Subsidiaries or CNCO or the Investor to expend material sums of money or offer or grant any material financial accommodation) to provide or cause to be provided to CNCOBuyer, to the extent permitted by law, the benefits of any such Assumed Contract lease, license agreement, Contract, agreement, sales order, purchase order, open bid or other Asset, commitment or Acquired Assets and the Company Seller shall promptly pay or cause to be paid to CNCO, Buyer when received, received all moneys received by the Company or the Associated Subsidiaries Seller with respect to any such Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other Asset commitment or Acquired Assets and (y) in consideration thereof CNCO Buyer shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries Seller all of Seller's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company Seller shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor Buyer in order to place CNCOBuyer, insofar as reasonably possible, in the same position as if such Assumed Contract lease, license agreement, Contract, agreement, sales order, purchase order, open bid or other Asset commitment or Acquired Assets had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to command, shall inure to CNCOBuyer. If and when such consents and approvals are obtained, the transfer of the applicable asset lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Acquired Assets shall be effected in accordance with the terms of this Agreement. Notwithstanding the foregoing, the provisions of this Section 2.05 shall not relieve Seller of any of its obligations under this Agreement with respect to any breach of any representations, warranties, covenants or agreements contained herein or in any of the Ancillary Agreements, or with respect to any of its indemnification obligations contained herein or therein.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset (each an "Applicable Asset") if an assignment or attempted assignment of the same same, without the consent of the other party or parties thereto thereto, would constitute a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries Newco Group thereunder. If any consent necessary The Company shall, prior to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO would not receive all such rightsthe Time of Contribution, then (x) the Company shall use commercially reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company to expend money or offer or grant any financial accommodation) as requested by the Associated Subsidiaries Newco Group, and the Newco Group shall cooperate in all reasonable respects with the Company, to obtain all consents and waivers and to resolve all impracticalities of assignments or CNCO transfers necessary to convey the Contributed Assets to the Newco Group. If any such consent is not obtained or if any attempted assignment would be ineffective or would impair the Investor Newco Group's rights with respect to any Applicable Asset so that the Newco Group would not receive all such rights, then (x) the Company shall use reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCOthe Newco Group, to the extent permitted by law, the benefits of any such Assumed Contract or other Asset, Applicable Asset and the Company shall promptly pay or cause to be paid to CNCO, the Newco Group when received, received all moneys received by the Company or the Associated Subsidiaries with respect to any such Assumed Contract or other Applicable Asset and (y) in consideration thereof CNCO the Newco Group shall pay, perform and discharge on behalf of the Company and all of the Associated Subsidiaries Company's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the InvestorNewco's expense) as may reasonably be requested by the Investor Newco in order to place CNCONewco, insofar as reasonably possible, in the same position as if such Assumed Contract or other Applicable Asset had been transferred as contemplated hereby and so all the benefits and burdens relating related thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to command, shall inure to CNCONewco. If and when such consents and approvals proposals are obtained, the transfer of the applicable asset Applicable Asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset (each an "Applicable Asset") if an assignment or attempted assignment of the same same, without the consent of the other party or parties thereto thereto, would constitute a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries Newco Group thereunder. If any consent necessary The Company shall, prior to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO would not receive all such rightsthe Time of Contribution, then (x) the Company shall use commercially reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company to expend money or offer or grant any financial accommodation) as requested by the Associated Subsidiaries Newco Group, and the Newco Group shall cooperate in all reasonable respects with the Company, to obtain all consents and waivers and to resolve all impracticalities of assignments or CNCO transfers necessary to convey the Contributed Assets to the Newco Group. If any such consent is not obtained or if any attempted assignment would be ineffective or would impair the Investor Newco Group's rights with respect to any Applicable Asset so that the Newco Group would not receive all such rights, then (x) the Company shall use reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCOthe Newco Group, to the extent permitted by law, the benefits of any such Assumed Contract or other Asset, Applicable Asset and the Company shall promptly pay or cause to be paid to CNCO, the Newco Group when received, received all moneys received by the Company or the Associated Subsidiaries with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreement.2

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract PFS Asset or other commitment or asset PFS Liability if an assignment or attempted assignment of the same without the consent of the other party or parties thereto another Person would constitute a breach thereof or in any way impair the rights of the Company a party thereunder or the Associated Subsidiaries thereundergive to any third party any rights with respect thereto. If any such consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any such party's rights under any such Assumed Contract PFS Asset or other Asset PFS Liability so that CNCO the party entitled to the benefits and responsibilities of such purported transfer (the "Intended Transferee") would not receive all such rightsrights and responsibilities, then (xi) the Company party purporting to make such transfer (the "Intended Transferor") shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCOthe Intended Transferee, to the extent permitted by law, the benefits of any such Assumed Contract PFS Asset or other Asset, PFS Liability and the Company Intended Transferor shall promptly pay or cause to be paid to CNCO, the Intended Transferee when received, received all moneys received by the Company or the Associated Subsidiaries Intended Transferor with respect to any such Assumed Contract or other PFS Asset and (yii) in consideration thereof CNCO the Intended Transferee shall pay, perform and discharge on behalf of the Company and Intended Transferor all of the Associated Subsidiaries debts, liabilities, obligations and commitments Intended Transferor's liabilities thereunder in a timely manner and in accordance with the terms thereofthereof which it may do without breach. In addition, the Company Intended Transferor shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor Intended Transferee in order to place CNCOthe Intended Transferee, insofar as reasonably possible, in the same position as if such Assumed Contract or other PFS Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to command, shall inure to CNCOthe Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable asset PFS Asset shall be effected in accordance with the terms of this Agreement. To the extent that the PFS Liabilities include liabilities, obligations or commitments pursuant to any 6 8 contract, permit, license, franchise or other right, Daisytek shall, to the extent such contract, permit, license, franchise or other right is not a PFS Asset, upon request by PFSweb either assign the same to PFSweb or assert and seek to enforce the same for the benefit of PFSweb.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement shall will not constitute an agreement to assign any Assumed Delayed Equity Interest, Contract or other commitment or asset Automotive Asset if an assignment or attempted assignment of the same without the consent Consent of the other party another Person would not be effective or parties thereto would constitute a breach thereof or in entitle any way impair the other party thereto to terminate, or accelerate or assert additional material rights of the Company thereunder or the Associated Subsidiaries thereunderwith respect thereto. If any consent necessary to convey any Asset such Consent is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any have such Assumed Contract or other Asset so that CNCO would not receive all such rightseffect, then (xa) the Company party purporting to make such transfer (the "INTENDED TRANSFEROR") shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodationi) to provide or cause to be provided to CNCOthe party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE"), to the extent permitted by lawLaw, the benefits of any such Assumed Contract or other Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of and for the Company shall account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) promptly pay or cause to be paid to CNCO, the Intended Transferee when received, received all moneys received by the Company or the Associated Subsidiaries Intended Transferor with respect to any such Assumed Contract or other Automotive Asset and (yb) in consideration thereof CNCO for the matters described in clause (a) above, the Intended Transferee shall pay, perform and discharge on behalf of the Company and Intended Transferor all of the Associated Subsidiaries debts, liabilities, obligations and commitments Intended Transferor's Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereof. In addition, the Company Intended Transferor shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor Intended Transferee in order to place CNCOthe Intended Transferee, insofar as reasonably possible, in the same position as if such Assumed Contract or other Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to command, will inure to CNCOthe Intended Transferee. If and when such consents and approvals Consents are obtained, the transfer of the applicable asset shall Delayed Equity Interest, Contract or Automotive Asset will be effected in accordance with the terms of this Agreement. The parties acknowledge and agree that the transfers of the Delayed Equity Interests shall be governed by this Section 1.5. 17. Amendment to Section 1.6(b). Section 1.6(b) of the Master Purchase Agreement is hereby deleted and replaced in its entirety with the following:

Nonassignable Contracts. Anything contained herein to (a) In the contrary notwithstanding, event that the transactions contemplated by this Agreement shall not constitute an agreement to assign any Assumed Contract or other commitment or asset if an assignment or attempted involve the assignment of the same rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without the consent consent, authorization or approval of the other party or parties thereto would constitute or any other third party (a breach thereof "Nonassignable Contract"), and such consent, authorization or approval shall not have been obtained by IMS or IMA prior to the Closing Date, then, notwithstanding anything in this Agreement to the contrary (and without relieving IMS or IMA of any way impair liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except any rights to receive payments thereunder) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon IMS or IMA shall, without further consideration, promptly assign or cause the rights assignment of same to the Company. (b) Until such time, if any, as all the necessary consents, authorizations and approvals shall have been obtained for the assignment of a Nonassignable Contract, IMS or IMA, at its own expense, shall retain, preserve and hold in trust for the sole benefit of the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO would not receive all such rights, then (x) interests and claims with respect to such Nonassignable Contract from and after the Company Closing Date. IMS or IMA shall use commercially reasonable efforts (it being understood that to obtain such efforts shall not include any requirement consents, authorizations and approvals and shall, at the request of the Company PGIO or the Associated Subsidiaries or CNCO or the Investor Company, use commercially reasonable efforts to expend money or offer or grant any financial accommodation) to provide take such actions, enter into such arrangements and do or cause to be provided done such things, as shall be reasonably requested by PGIO or the Company to CNCOprovide, make available and secure for the Company's benefits all of the funds, income and payments that would have inured to the Company upon an outright assignment of such Nonassignable Contract to the extent permitted by lawLaw and by contract. Except as provided by Law or the Nonassignable Contract in question, the benefits performance obligations of IMS or IMA under such Nonassignable Contract as shall arise both (x) exclusively in respect of periods from and after the date on which the aforesaid funds are so made available thereunder and (y) exclusively in connection with the exploitation of such funds by the Company, shall be deemed to be sublicensed or subcontracted to the Company but only until such time (if any) as the rights under such Nonassignable Contract have been effectively assigned to the Company. IMS and IMA shall pay over to the Company any amounts received by them after the Closing Date in respect of any such Assumed Contract or other AssetNonassignable Contract, and the Company shall promptly pay over to IMS and IMA any amounts paid, or cause to be paid to CNCOexpenses incurred, when received, all moneys received by them in performing any Nonassignable Contract after the Company or the Associated Subsidiaries with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereofClosing Date. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreement.[SIGNATURE PAGE FOLLOWS]

Nonassignable Contracts. Anything contained herein To the extent that the assignment hereunder by the Sellers to the contrary notwithstandingBuyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an agreement to assign assignment of any such Assumed Contract if such consent is not given or other commitment or asset if an such assignment or attempted assignment of the same without the consent of the other party or parties thereto otherwise would constitute a breach thereof of, or in cause a loss of contractual benefits under, any way impair such Assumed Contract, and the rights of Buyer shall assume no obligations or liabilities under any such Assumed Contract until such consent is obtained. Each Seller shall use its reasonable best efforts to advise the Company or Buyer promptly with respect to any Assumed Contract which either Seller knows will not be subject to assignment to the Associated Subsidiaries thereunderBuyer hereunder. If any consent or waiver necessary to convey any Asset for the sale, transfer, assignment and delivery of an Assumed Contract is not obtained or if an attempted such assignment would be ineffective or would impair is not permitted irrespective of consent and the Closing hereunder is consummated, each Seller shall cooperate with the Buyer following the Closing Date in any partyreasonable arrangement designed to provide the Buyer with the rights and benefits (subject to the Buyer's rights assumption of all of the obligations and liabilities thereunder) under any such Assumed Contract or other Asset so that CNCO would not receive all such rightsContract, then (x) including enforcement for the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement benefit of the Company Buyer and at the Buyer's expense of any and all rights of each Seller against any other party arising out of any breach or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCO, to the extent permitted by law, the benefits cancellation of any such Assumed Contract or by such other Assetparty and, and the Company shall promptly pay or cause to be paid to CNCO, when received, all moneys received if requested by the Company or the Associated Subsidiaries with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall payBuyer, perform and discharge acting as an agent on behalf of the Company Buyer or as the Buyer shall otherwise reasonably require; provided that the Buyer shall bear the Sellers' reasonable out-of-pocket expenses as such agent (and shall advance the Sellers' reasonable anticipated out-of-pocket expenses). The Buyer and the Associated Subsidiaries debtsSellers shall use their reasonable best efforts to cause all of MSC's and the Sellers' obligations under MSC's agreement with PanCanadian Energy Services Inc. to provide the Sellers natural gas to be assigned to the Buyer on or prior to the sixtieth (60/th/) day following the Closing. To the extent the assignment of all of MSC's obligations under such agreement has not occurred on or prior to the sixtieth (60/th/) day following the Closing, liabilitiesMSC will terminate the agreement as soon as reasonably practicable thereafter and the Buyer will be responsible for, obligations and commitments thereunder in a timely manner be obligated to pay to MSC within ten (10) Business Days of receipt of notice thereof, any and in accordance with all out-of-pocket costs required to terminate such agreement, and any additional costs incurred by MSC under such agreement during the terms thereof. In addition, sixty (60) day period following the Company shall take such other actions (at the expense of CNCOClosing, as designated reasonably determined by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this AgreementMSC.

Nonassignable Contracts. Anything contained herein (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Assets would result in a violation of any Requirements of Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Required Consent”), and such Required Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof (a “Deferred Item”); provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article 8 and Article 9, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof, provided that if an agreement to assign or transfer a Deferred Item, other than any Assumed Contract or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute Deferred Item subject to a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset Required Consent (a “Deferred Consent”), is not obtained obtained, or if an attempted assignment or transfer thereof would be ineffective or would impair any party's affect the rights under any such Assumed Contract or other Asset thereunder so that CNCO Buyer would not receive all such rights, then then, in each such case, (xi) the Company Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (ii) from and after the Closing, Sellers and Buyer will cooperate, in all reasonable respects, to seek to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither Sellers nor Buyer shall be required to make any payments or agree to any undertakings in connection therewith, and (iii) until such Deferred Consent is obtained, Sellers and Buyer will cooperate, in all reasonable respects, to provide to Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the benefits and subject to all the obligations thereunder arising from and after the Closing except for any obligations arising from or related to (1) any material breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a material breach or violation thereunder upon notice or passage of time or (2) a material breach of any representation, warranty, covenant or agreement of any Seller in this Agreement). Following the Closing, each of the Sellers and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assumed Obligations or other liabilities that constitute Assumed Obligations or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for Assumed Obligations from and after the Closing Date; provided, however, that none of the Sellers nor Buyer shall be required to pay any consideration therefor and Buyer shall not be required to assume any liability that is not an Assumed Obligation. Once such Required Consent is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such Required Consent relates for no additional consideration. (b) To the extent that any Purchased Asset or Assumed Obligation cannot be transferred to Buyer following the Closing pursuant to this Section 2.5, Buyer and each of the Sellers shall use commercially reasonable efforts (it being understood that to enter into such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) arrangements to provide or cause to be provided to CNCOthe parties the economic and, to the extent permitted by lawunder Requirements of Law, operational equivalent of the benefits transfer of any such Purchased Asset or Assumed Contract or other AssetObligation, as the case may be, to Buyer as of the Closing and the Company shall promptly pay or cause to be paid to CNCO, when received, all moneys received performance by the Company or the Associated Subsidiaries Buyer of its obligations with respect to any such Assumed Contract thereto. Buyer shall, as agent or other Asset and (y) in consideration thereof CNCO shall subcontractor for each Seller pay, perform and discharge on behalf fully the liabilities and obligations of each such Seller thereunder from and after the Company Closing Date. To the extent permitted under Requirements of Law, each Seller shall, at Buyer’s expense, hold in trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by such Seller to the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder extent related to such Purchased Asset in a timely manner and in accordance connection with the terms thereofarrangements under this Section 2.5. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset Each Seller shall be effected in accordance permitted to set off against such amounts all direct costs associated with the terms retention and maintenance of this Agreementsuch Purchased Assets. (c) To the extent each Required Consent has been obtained: (i) all Purchased Assets will be transferred to Buyer at Closing; (ii) to the maximum extent practicable, Buyer will operate such Purchased Assets from and after the Closing Date and receive all revenues and benefits therefrom, assume Sellers’ executory obligations under such Purchased Assets, and exercise any and all rights of Sellers under such Purchased Assets against the other party; and (iii) Sellers will have no obligations under such Purchased Assets arising after the Closing Date, and after the Closing Date Buyer will bear all risks regarding the Purchased Assets.

Nonassignable Contracts. Anything contained herein to In the contrary notwithstanding, this Agreement shall case of any Assets constituting Assigned Contracts that are not constitute an agreement to assign any Assumed Contract by their terms assignable or other commitment or asset if an assignment or attempted assignment of the same without that require the consent of a third party in connection with the other party transfer or parties thereto would constitute a breach thereof or in any way impair assignment by the rights of Seller, the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO would not receive all such rights, then (x) the Company Seller shall use commercially reasonable efforts Commercially Reasonable Efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodationas hereinafter defined) to provide obtain or cause to be provided to CNCO, obtained in writing prior to the extent permitted by law, Closing Date any consents necessary to convey the benefits thereof. To the extent that such necessary consents have not been obtained as of any such Assumed Contract or other Asset, the Closing Date and the Company Parties proceed with the Closing, each Assigned Contract for which a necessary consent to assign has not been obtained as of the Closing Date (each, a “Non-Assigned Contract”) will not be transferred or assigned as of the Closing Date and any related obligations shall promptly pay or cause be considered to be paid Retained Liabilities. The Seller will use its Commercially Reasonable Efforts to CNCO, when received, all moneys received by assist the Company or the Associated Subsidiaries with respect to any Buyer in such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor Buyer for the purpose of obtaining such consents following the Closing Date. Upon receipt of any such consent after the Closing, the Seller shall promptly assign such Non-Assigned Contract to the Buyer and such Non-Assigned Contract shall constitute part of the Assets and the related obligations arising thereafter shall be Assumed Liabilities (other than liabilities related to any failure by the Seller to comply with the terms thereof on or prior to the date of assignment and other than adjustments under such Non-Assigned Contract to the extent related to periods prior to the date of assignment). For any period of time after Closing during which any necessary consent or approval is not obtained, the Seller shall cooperate, at the Seller’s expense, with the Buyer in order any reasonable arrangement requested by the Buyer and permitted under the terms of such Non-Assigned Contract designed to place CNCO, insofar as reasonably possible, in provide the same position Buyer with all of the benefits under each Non-Assigned Contract as if such Assumed Contract consent or other Asset approval had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCOobtained. If and when such consents and approvals are obtainedAs used in this Agreement, the transfer term “Commercially Reasonable Efforts” means the efforts, time, and costs that a reasonable Person desirous of the applicable asset shall be effected achieving a result would use or incur in accordance with the terms of this Agreementsimilar circumstances to ensure that such result is achieved as expeditiously as possible.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries Seller thereunder. If any consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO Buyer would not receive all such rights, then (x) the Company Seller shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of Seller, the Company or the Associated Subsidiaries or CNCO Company, Buyer or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCOBuyer, to the extent permitted by law, the benefits of any such Assumed Contract or other Asset, and the Company Seller shall promptly pay or cause to be paid to CNCOBuyer, when received, all moneys received by the Company or the Associated Subsidiaries Seller with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO Buyer shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries Seller debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company Seller shall take such other actions (at the expense of CNCOBuyer, as designated by the InvestorBuyer) as may reasonably be requested by the Investor Buyer in order to place CNCOBuyer, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCOBuyer. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein (a) To the extent that any contract, governmental license (other than any corporate charter or foreign qualification or similar authorization) or permit included in the Acquired RECI Assets may not be transferred to the contrary notwithstanding, Buyer pursuant to this Agreement shall without the consent, approval or waiver of a third person or entity (including a governmental authority), and such consent, approval or waiver is not constitute an agreement obtained prior to assign any Assumed Contract the Closing, or other commitment or asset if an assignment such transfer or attempted assignment of the same without the consent of the other party or parties thereto transfer would constitute a breach thereof or a violation of any law, rule or regulation, nothing in this Agreement (or, except as expressly provided to the contrary therein, in any way impair document or instrument delivered at the Closing pursuant to Section 4.2 hereof) will constitute a transfer or an attempted transfer thereof. (b) Notwithstanding anything contained in this Agreement to the contrary, RECI will not be obligated to transfer to the Buyer any of its rights and obligations in, to or under any of the Company contracts, governmental licenses or permits referred to in paragraph (a) above and the Associated Subsidiaries thereunderBuyer will not be obligated to assume any obligations under any such contract, government license or permit, unless and until all consents, approvals and waivers necessary for such transfer and assumption shall have been obtained. If RECI will use commercially reasonable efforts, and the Buyer will cooperate with RECI and use its commercially reasonable efforts, to obtain such consents, approvals and waivers as promptly as practicable. Each of the Buyer and RECI shall bear its own expenses incurred in connection with such efforts. (c) In the event that any consent consent, approval or waiver necessary to convey assign to the Buyer any Asset such contract, governmental license or permit is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO would not receive all such rightsby RECI prior to the Closing, then (x) the Company shall Sellers and the Buyer will each use its commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCOefforts, each at its own expense, to (i) provide to the extent permitted by law, Buyer the benefits and burdens of any such Assumed Contract contract, governmental license or other Assetpermit, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits and burdens to the Company shall promptly pay or cause to be paid to CNCOBuyer in accordance with this Agreement, when received, all moneys received by the Company or the Associated Subsidiaries with respect without incurring any additional obligation to any other person or entity, including without limitation the appointment of the Buyer as RECI's agent for purposes of such Assumed Contract contract, governmental license or other Asset permit and (yiii) in consideration thereof CNCO shall payenforce, perform and discharge on behalf at the request of the Company and Buyer for the Associated Subsidiaries debtsaccount of the Buyer any rights of RECI arising from any such contract, liabilities, obligations and commitments thereunder in a timely manner and governmental license or permit (including without limitation the right to elect to terminate such contract in accordance with the terms thereofthereof upon the advice of the Buyer). In additionFollowing the Closing, the Company Sellers shall not terminate, modify, amend or take such other actions any action that would result in a breach of any contract, governmental license or permit referred to in paragraph (at a) without the expense Buyer's prior written consent (which the Buyer may grant or withhold in its sole and absolute discretion). (d) No consent, approval or waiver of CNCOa third person or entity (including a governmental authority) with respect to the transfer of, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCOor any novation with respect to, insofar as reasonably possible, in the same position as if such Assumed any contract (including any Government Contract or other Asset had been transferred as contemplated hereby and so all Government Subcontract), shall cause a Specified Seller Liability to be deemed for purposes of this Agreement to have become a Specified Buyer Liability or vice-versa or otherwise affect the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer respective rights of the applicable asset shall be effected in accordance with Buyer and the terms of this AgreementSellers under Article 13.

Nonassignable Contracts. Anything contained Notwithstanding anything set forth herein to the contrary notwithstandingcontrary, no contracts, properties, rights or other assets of Seller shall be deemed sold, transferred or assigned to Buyer or, with respect to the leases of tangible personal property leased by Seller pursuant to the leases identified on Schedule 1(h) (collectively, the "Equipment Leases"), assigned or bifurcated into leases relating solely to the Acquired Assets, pursuant to this Agreement shall not constitute an agreement if the attempted sale, transfer or assignment thereof to assign any Assumed Contract Buyer or other commitment or asset if an assignment or attempted assignment of the same bifurcation without the consent or approval of the other another party or parties thereto would constitute a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset is not obtained or if an attempted assignment Government Authority would be ineffective or would impair constitute a breach of contract or a violation of any party's law or regulation or would in any other way materially and adversely affect the rights under any of Seller (or Buyer as transferee or assignee) and such Assumed Contract consent or other Asset so that CNCO would approval is not receive all obtained on or prior to the Closing Date. In such rights, then (x) the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCOcase, to the extent permitted by lawpossible, (i) the beneficial interest in or to such contracts, properties or other assets (collectively, the benefits "Beneficial Rights") shall in any event pass as of the Closing Date to Buyer under this Agreement, and (ii) pending such consent or approval, Buyer shall assume or discharge the liabilities of Seller under such Beneficial Rights as agent for Seller, and Seller shall act as Buyer's agent in receipt of any such Assumed Contract benefits, rights or interests received from the Beneficial Rights. Buyer and Seller shall use reasonable best efforts (and bear their respective costs) without payment of any material fees, penalties or other Assetamounts to any third party to obtain or secure any and all consents or approvals that may be necessary to effect the legal and valid sale, transfer, assignment or bifurcation of contracts, properties, rights or other assets underlying the Beneficial Rights. Buyer and Seller shall make or complete such transfers as soon as reasonably practicable and cooperate with each other in any other reasonable arrangement designed to provide for Buyer the Beneficial Rights including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto, and to provide for the Company shall promptly pay or cause to be paid to CNCOdischarge by Buyer of any liability under such contracts, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any such Assumed Contract properties or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreementassets.

Nonassignable Contracts. Anything contained herein (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to the Buyer of any Transferred Assets would result in a violation of any Requirements of Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Required Consent”), and such Required Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof (a “Deferred Item”); provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article 8 and Article 9, the Closing shall occur notwithstanding the foregoing without any adjustment to the Transfer Price on account thereof, provided that if an agreement to assign or transfer a Deferred Item, other than any Assumed Contract or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute Deferred Item subject to a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset Required Consent (a “Deferred Consent”), is not obtained obtained, or if an attempted assignment or transfer thereof would be ineffective or would impair any party's affect the rights under any such Assumed Contract or other Asset thereunder so that CNCO Buyer would not receive all such rights, then then, in each such case, (xi) the Company Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Transfer Price, (ii) from and after the Closing, Seller and Buyer will cooperate, in all reasonable respects, to seek to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither Seller nor Buyer shall be required to make any payments or agree to any undertakings in connection therewith, and (iii) until such Deferred Consent is obtained, Seller and Buyer will cooperate, in all reasonable respects, to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the benefits and subject to all the obligations thereunder arising from and after the Closing except for any obligations arising from or related to (1) any material breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a material breach or violation thereunder upon notice or passage of time or (2) a material breach of any representation, warranty, covenant or agreement of the relevant Seller in this Agreement). Following the Closing, each of Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assumed Obligations or other liabilities that constitute Assumed Obligations or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, the Buyer shall be solely responsible for Assumed Obligations from and after the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor and the Buyer shall not be required to assume any liability that is not an Assumed Obligation, except Buyer shall be responsible for any fees charged by the administrative agent in connection with the obtaining of any Required Consent. Once such Required Consent is obtained, Seller shall sell, assign, transfer, convey and deliver to the Buyer the relevant Transferred Asset to which such Required Consent relates for no additional consideration. (b) To the extent that any Transferred Asset or Assumed Obligation cannot be transferred to the Buyer following the Closing pursuant to this Section 2.5, the Buyer and the relevant Seller shall use commercially reasonable efforts (it being understood that to enter into such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) arrangements to provide or cause to be provided to CNCOthe parties the economic and, to the extent permitted by lawunder Requirements of Law, operational equivalent of the benefits transfer of any such Transferred Asset or Assumed Contract or other AssetObligation, as the case may be, to the Buyer as of the Closing and the Company shall promptly pay or cause to be paid to CNCO, when received, all moneys received performance by the Company or the Associated Subsidiaries Buyer of its obligations with respect to any such Assumed Contract thereto. Buyer shall, as agent or other Asset and (y) in consideration thereof CNCO shall subcontractor for Seller pay, perform and discharge on behalf fully the liabilities and obligations of Seller thereunder from and after the Company Closing Date. To the extent permitted under Requirements of Law, Seller shall, at Buyer’s expense, hold in trust for and pay to Buyer promptly upon receipt thereof, such Transferred Asset and all income, proceeds and other monies received by Seller to the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder extent related to such Transferred Asset in a timely manner and in accordance connection with the terms thereofarrangements under this Section 2.5. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset The relevant Seller shall be effected in accordance permitted to set off against such amounts all direct costs associated with the terms retention and maintenance of this Agreementsuch Transferred Assets. (c) To the extent each Required Consent has been obtained: (i) all Transferred Assets will be transferred to the Buyer at Closing; (ii) to the maximum extent practicable, Buyer will operate such Transferred Assets from and after the Closing Date and receive all revenues and benefits therefrom, assume Seller’ executory obligations under such Transferred Assets, and exercise any and all rights of Seller under such Transferred Assets against the other party; and (iii) Seller will have no obligations under such Transferred Assets arising after the Closing Date, and after the Closing Date Buyer will bear all risks regarding the Transferred Assets.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract Propel Asset or other commitment or asset Propel Liability if an assignment or attempted assignment of the same without the consent of the other party or parties thereto another Person would constitute a breach thereof or in any way impair the rights of the Company a party thereunder or the Associated Subsidiaries thereundergive to any third party any rights with respect thereto. If any such consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any such party's rights or obligations under any such Assumed Contract Propel Asset or other Asset Propel Liability so that CNCO the party entitled to the rights and obligations of such purported transfer (the "INTENDED TRANSFEREE") would not receive all such rightsrights and obligations, then the party purporting to make such transfer (xthe "INTENDED TRANSFEROR") the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCOthe Intended Transferee, to the extent permitted by law, the benefits rights or obligations of any such Assumed Contract Propel Asset or other Asset, Propel Liability and (a) the Company Intended Transferor shall promptly pay or cause to be paid to CNCO, the Intended Transferee when received, received all moneys received by the Company or the Associated Subsidiaries Intended Transferor with respect to any such Assumed Contract or other Propel Asset and and/or (yb) in consideration thereof CNCO the Intended Transferee shall pay, perform and discharge on behalf of the Company and Intended Transferor all of the Associated Subsidiaries debts, liabilities, Intended Transferor's obligations and commitments thereunder with respect to any such Propel Liability in a timely manner and in accordance with the terms thereofthereof which it may do without breach. In addition, the Company Intended Transferor shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor Intended Transferee in order to place CNCOthe Intended Transferee, insofar as reasonably possible, in the same position as if such Assumed Contract Propel Asset or other Asset Propel Liability had been transferred as contemplated hereby and so all the benefits rights and burdens obligations relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to command, shall inure to CNCOthe Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable asset Propel Asset or Propel Liability shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Assets would result in a violation of any Requirements of Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Required Consent”), and such Required Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof (a “Deferred Item”); provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article 8 and Article 9, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof, provided that if an agreement to assign or transfer a Deferred Item, other than any Assumed Contract or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute Deferred Item subject to a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset Required Consent (a “Deferred Consent”), is not obtained obtained, or if an attempted assignment or transfer thereof would be ineffective or would impair any party's affect the rights under any such Assumed Contract or other Asset thereunder so that CNCO Buyer would not receive all such rights, then then, in each such case, (xi) the Company Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (ii) from and after the Closing, Sellers and Buyer will cooperate, in all reasonable respects, to seek to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither Sellers nor Buyer shall be required to make any payments or agree to any undertakings in connection therewith, and (iii) until such Deferred Consent is obtained, Sellers and Buyer will cooperate, in all reasonable respects, to provide to Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the benefits and subject to all the obligations thereunder arising from and after the Closing except for any obligations arising from or related to (1) any material breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a material breach or violation thereunder upon notice or passage of time or (2) a material breach of any representation, warranty, covenant or agreement of either Seller in this Agreement). Following the Closing, each of Sellers and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assumed Obligations or other liabilities that constitute Assumed Obligations or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for Assumed Obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor and Buyer shall not be required to assume any liability that is not an Assumed Obligation, except Buyer shall be responsible for any fees charged by the administrative agent in connection with the obtaining of any Required Consent. Once such Required Consent is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such Required Consent relates for no additional consideration. (b) To the extent that any Purchased Asset or Assumed Obligation cannot be transferred to Buyer following the Closing pursuant to this Section 2.5, Buyer and each Seller shall use commercially reasonable efforts (it being understood that to enter into such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) arrangements to provide or cause to be provided to CNCOthe parties the economic and, to the extent permitted by lawunder Requirements of Law, operational equivalent of the benefits transfer of any such Purchased Asset or Assumed Contract or other AssetObligation, as the case may be, to Buyer as of the Closing and the Company shall promptly pay or cause to be paid to CNCO, when received, all moneys received performance by the Company or the Associated Subsidiaries Buyer of its obligations with respect to any such Assumed Contract thereto. Buyer shall, as agent or other Asset and (y) in consideration thereof CNCO shall subcontractor for each Seller pay, perform and discharge on behalf fully the liabilities and obligations of each such Seller thereunder from and after the Company Closing Date. To the extent permitted under Requirements of Law, each Seller shall, at Buyer’s expense, hold in trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by such Seller to the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder extent related to such Purchased Asset in a timely manner and in accordance connection with the terms thereofarrangements under this Section 2.5. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset Each Seller shall be effected in accordance permitted to set off against such amounts all direct costs associated with the terms retention and maintenance of this Agreementsuch Purchased Assets. (c) To the extent each Required Consent has been obtained: (i) all Purchased Assets will be transferred to Buyer at Closing; (ii) to the maximum extent practicable, Buyer will operate such Purchased Assets from and after the Closing Date and receive all revenues and benefits therefrom, assume Sellers’ executory obligations under such Purchased Assets, and exercise any and all rights of Sellers under such Purchased Assets against the other party; and (iii) Sellers will have no obligations under such Purchased Assets arising after the Closing Date, and after the Closing Date Buyer will bear all risks regarding the Purchased Assets.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract or other commitment or asset Asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto another Person would constitute a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries a party thereunder. If any such consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any such party's rights under any such Assumed Contract or other Asset so that CNCO the party entitled to the benefits of such purported transfer (the "Intended Transferee") would not receive all such rights, then (x) the Company party purporting to make such transfer (the "Intended Transferor") shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCOthe Intended Transferee, to the extent permitted by law, the benefits of any such Assumed Contract or other Asset, Asset and the Company Intended Transferor shall promptly pay or cause to be paid to CNCO, the Intended Transferee when received, received all moneys received by the Company or the Associated Subsidiaries Intended Transferor with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO the Intended Transferee shall pay, perform and discharge on behalf of the Company and Intended Transferor all of the Associated Subsidiaries debts, liabilities, obligations and commitments Intended Transferor's Liabilities thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company Intended Transferor shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor Intended Transferee in order to place CNCOthe Intended Transferee, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to command, shall inure to CNCOthe Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable asset Contract or Asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein To the extent that the assignment hereunder by Seller to Designated Buyer of any Assumed Contract is not permitted or is not permitted without the contrary notwithstandingconsent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an agreement to assign assignment of any such Assumed Contract if such consent is not given or other commitment or asset if an such assignment or attempted assignment of the same without the consent of the other party or parties thereto otherwise would constitute a breach thereof of, or cause a loss of contractual benefits under, any such Assumed Contract, and Designated Buyer shall assume no obligations or liabilities under any such Assumed Contract until such consent is obtained. Seller shall use its best efforts to advise Designated Buyer promptly in writing with respect to any way impair the rights of the Company Assumed Contract which either Seller knows or the Associated Subsidiaries thereunderhas substantial reason to believe will or may not be subject to assignment to Designated Buyer hereunder. If any consent or waiver necessary to convey any Asset for the sale, transfer, assignment and delivery of an Assumed Contract is not obtained or if an attempted such assignment would be ineffective or would impair is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall cooperate with Designated Buyer following the Closing Date in any partyreasonable arrangement designed to provide Designated Buyer with the rights and benefits (subject to Designated Buyer's rights assumption of all of the obligations and liabilities thereunder) under any such Assumed Contract Contract, including enforcement for the benefit of Designated Buyer and at Designated Buyer's expense of any and all rights of Seller against any other party arising out of any breach or other Asset so that CNCO would not receive all such rights, then (x) the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCO, to the extent permitted by law, the benefits cancellation of any such Assumed Contract or by such other Assetparty and, and the Company shall promptly pay or cause to be paid to CNCOif requested by Designated Buyer, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge acting as an agent on behalf of the Company Designated Buyer or as Designated Buyer shall otherwise reasonably require; provided that Designated Buyer shall bear Seller's out-of-pocket expenses as such agent (and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreementadvance Seller's anticipated out-of-pocket expenses).

Nonassignable Contracts. Anything contained herein (a) To the extent that any Assumed Waste Contract is not capable of being transferred by the Seller to the contrary notwithstanding, Buyer pursuant to this Agreement shall without the consent, approval or waiver of a third person or entity (including a governmental authority), and such consent is not constitute an agreement obtained prior to assign any Assumed Contract the Closing, or other commitment or asset if an assignment such transfer or attempted assignment of the same without the consent of the other party or parties thereto transfer would constitute a breach thereof or a violation of any law, rule or regulation, nothing in this Agreement will constitute a transfer or an attempted transfer thereof. (b) Notwithstanding anything contained in this Agreement to the contrary, the Seller will not be obligated to transfer to the Buyer any of its rights and obligations in and to any of the Assumed Waste Contracts referred to in paragraph (a) without first having obtained all consents, approvals and waivers necessary for such transfers. The Seller shall use its best efforts, and the Buyer will cooperate with the Seller and use its best efforts, to obtain such consents, approvals and waivers, to resolve the impracticalities of transfer referred to in paragraph (a) and to obtain any other consents, approvals and waivers necessary to transfer to the Buyer any of such Assumed Waste Contracts. Each of the Buyer and the Seller shall bear its own expenses incurred in connection with such efforts. (c) In the event that such consents, approvals and waivers referred to in paragraph (a) are not obtained by the Seller and the Closing occurs, then, in the case of any Waste Customer Contract unless and until any such Waste Customer Contract is subcontracted to the Buyer as contemplated below or such Waste Customer Contract is returned to the Seller as contemplated by paragraph (e) below, the Seller and the Buyer will each use its best efforts, each at its own expense, to (i) provide to the Buyer the benefits and burdens of any Assumed Waste Contract referred to in paragraph (a), (ii) cooperate in any way impair reasonable and lawful arrangement designed to provide such benefits and burdens to the Buyer without incurring any obligation to any other person or entity other than to provide such benefits to the Buyer, including without limitation the appointment of the Buyer as the agent of the Seller for purposes of such Assumed Waste Contract and (iii) enforce, at the request of the Buyer for the account of the Buyer any rights of the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under Seller arising from any such Assumed Waste Contract or other Asset so that CNCO would not receive all (including without limitation the right to elect to terminate such rights, then (x) Assumed Waste Contract in accordance with the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement terms thereof upon the advice of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCO, to the extent permitted by law, the benefits of any such Assumed Contract or other Asset, Buyer). The Seller and the Company shall promptly pay or cause Buyer agree that, with respect to any Waste Customer Contract of the type referred to above in this paragraph (c), if a consent to assignment cannot be paid obtained and a consent to CNCOsubcontract is required from a third person, when received, all moneys received by the Company or the Associated Subsidiaries they will solicit such consent. If such a consent to subcontract is obtained with respect to any such Waste Customer Contract, the Seller and the Buyer will enter into a Subcontract substantially in the form of EXHIBIT C (a "SUBCONTRACT"), and thereafter the Buyer will complete the performance of such Waste Customer Contract pursuant to such Subcontract. If any such Subcontract is entered into, then the Seller will hold in trust for the Buyer all future payments received under the applicable Waste Customer Contract and will as promptly as practicable and in no event later than three business days remit such payments to the Buyer. (d) No consent, approval or waiver of a third person or entity (including a governmental authority) with respect to the transfer of, or any novation with respect to, any Assumed Waste Contract, shall cause an Excluded Liability to be deemed for purposes of this Agreement to have become an Assumed Liability or vice-versa or otherwise affect the respective rights of the Buyer and the Seller under Article 11. (e) If the Buyer and the Seller are unable to obtain any required consents to assign or subcontract any particular Waste Customer Contract or (with any such Waste Customer Contract again referred to herein as an "UNASSIGNED CONTRACT"), and it becomes evident to the Seller and the Buyer that no such consent will be obtained, and no other Asset mutually satisfactory arrangements are agreed to, then (i) such Unassigned Contract shall be deemed not to have been transferred to the Buyer, (ii) the Seller and the Buyer shall treat such Unassigned Contract as if the Seller and the Buyer had entered into a seconding arrangement with respect to such Unassigned Contract as of the Closing Date, (iii) the Buyer shall convey to the Seller any and all assets relating to such Unassigned Contract including, but not limited to, all accounts receivable and unbilled receivables and cash relating to such Unassigned Contract and created after the Closing Date, and (yiv) the Seller shall assume all liabilities relating to such Unassigned Contract. To implement the retroactive treatment of such Unassigned Contract as a seconded contract, the Seller and the Buyer will enter into a seconding agreement. Such seconding agreement shall be in consideration thereof CNCO a mutually acceptable form and shall pay, perform and discharge on behalf be structured similar to the arrangement described in clauses (i)-(iii) of the Company and the Associated Subsidiaries debtsfirst sentence of paragraph (c) above, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, effect that the Company shall take Buyer bears economic responsibility for all profits and losses for such other actions (at Unassigned Contract and all liabilities arising after the expense Closing with respect to the performance of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this AgreementUnassigned Contract.

Nonassignable Contracts. Anything contained herein to In the contrary notwithstanding, this Agreement shall case of any Assets constituting Assigned Contracts that are not constitute an agreement to assign any Assumed Contract by their terms assignable or other commitment or asset if an assignment or attempted assignment of the same without that require the consent of a third party in connection with the other party transfer or parties thereto would constitute a breach thereof or in any way impair assignment by the rights of Sellers, the Company or the Associated Subsidiaries thereunder. If any consent necessary Sellers shall have used Commercially Reasonable Efforts to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO would not receive all such rights, then (x) the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide obtain or cause to be provided to CNCO, obtained in writing prior to the extent permitted by law, Closing Date any consents necessary to convey the benefits thereof. To the extent such necessary consents have not been obtained as of any such Assumed Contract or other Asset, the Closing Date and the Company Parties proceed with the Closing, such Assigned Contracts will be deemed not to have been transferred or assigned as of the Closing Date and any related obligations shall promptly pay or cause be considered to be paid Retained Liabilities. The Sellers will use their Commercially Reasonable Efforts to CNCO, when received, all moneys received by assist the Company or the Associated Subsidiaries with respect to any Buyer in such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor Buyer for the purpose of obtaining such consents following the Closing Date. Upon receipt of any such consent after the Closing, such Assigned Contract shall constitute part of the Assets and the related obligations arising thereafter will be Assumed Liabilities. For any period of time after Closing during which any necessary consent or approval is not obtained, the Sellers shall cooperate, at the Sellers’ expense, with the Buyer in order any reasonable arrangement reasonably requested by the Buyer designed to place CNCOprovide the Buyer with all of the benefits under such contract, insofar as reasonably possible, in the same position lease or other agreement as if such Assumed Contract consent or other Asset approval had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCOobtained. If and when such consents and approvals are obtainedAs used in this Agreement, the transfer term “Commercially Reasonable Efforts” means the efforts that a reasonable Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as possible, but will in no event be deemed to require the applicable asset shall be effected payment of any monies except as expressly set forth in accordance with this Agreement or the terms commencement of this Agreementany proceedings.

Nonassignable Contracts. Anything contained Notwithstanding anything set forth herein to the contrary notwithstandingcontrary, no Assigned Contracts, properties, rights or other Assets shall be deemed sold, transferred or assigned to Purchasers pursuant to this Agreement shall not constitute an agreement if the attempted sale, transfer or assignment thereof to assign any Assumed Contract or other commitment or asset if an assignment or attempted assignment of the same Purchasers without the consent or approval of the other another party or parties thereto would constitute a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset is not obtained or if an attempted assignment governmental authority would be ineffective or would impair constitute a breach of contract or a violation of any party's Law or would in any other way materially and adversely affect the rights under any of Sellers (or Purchasers as transferee or assignee) and such Assumed Contract consent or other Asset so that CNCO would approval is not receive all obtained on or prior to the Closing Date. In such rights, then (x) the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCOcase, to the extent permitted by lawpossible: (i) the beneficial interest in or to such Contracts, properties or other Assets (collectively, the benefits “Beneficial Rights”) shall in any event pass as of the Closing Date to Purchasers pursuant to this Agreement and (ii) Purchasers shall assume or discharge the liabilities of Sellers under such Beneficial Rights (the “Retained Liabilities”) as agent for Sellers, and Sellers shall act as Purchasers’ agent in receipt of any such Assumed Contract benefits, rights or interests received from the Beneficial Rights and in discharging any Retained Liabilities. Purchasers and Sellers shall use reasonable efforts (and bear their respective costs) without payment of any fees, penalties or other Assetamounts to any third party to obtain or secure consents or approvals for the contracts, properties, rights or other Assets that may be necessary to effect the legal and valid sale, transfer or assignment of Assigned Contracts, properties, rights or other Assets underlying the Beneficial Rights and Retained Liabilities. Purchasers and Sellers shall make or complete such transfers as soon as reasonably practicable and cooperate with each other in any other reasonable arrangement designed to provide for Purchasers the Beneficial Rights including enforcement at the cost and for the account of Purchasers of any and all rights of Sellers against the other party thereto, and to provide for the Company shall promptly pay or cause to be paid to CNCOdischarge by Purchasers of Retained Liability under such Assigned Contracts, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any such Assumed Contract properties or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this AgreementAssets.

Nonassignable Contracts. Anything contained herein (a) To the extent that any Assumed Waste Contract is not capable of being transferred by the Seller to the contrary notwithstanding, Buyer pursuant to this Agreement shall without the consent, approval or waiver of a third person or entity (including a governmental authority), and such consent is not constitute an agreement obtained prior to assign any Assumed Contract the Closing, or other commitment or asset if an assignment such transfer or attempted assignment of the same without the consent of the other party or parties thereto transfer would constitute a breach thereof or a violation of any law, rule or regulation, nothing in this Agreement will constitute a transfer or an attempted transfer thereof. (b) Notwithstanding anything contained in this Agreement to the contrary, the Seller will not be obligated to transfer to the Buyer any of its rights and obligations in and to any of the Assumed Waste Contracts referred to in paragraph (a) without first having obtained all consents, approvals and waivers necessary for such transfers. The Seller shall use its best efforts, and the Buyer will cooperate with the Seller and use its best efforts, to obtain such consents, approvals and waivers, to resolve the impracticalities of transfer referred to in paragraph (a) and to obtain any other consents, approvals and waivers necessary to transfer to the Buyer any of such Assumed Waste Contracts. Each of the Buyer and the Seller shall bear its own expenses incurred in connection with such efforts. (c) In the event that such consents, approvals and waivers referred to in paragraph (a) are not obtained by the Seller and the Closing occurs, then, in the case of any Waste Customer Contract unless and until any such Waste Customer Contract is subcontracted to the Buyer as contemplated below or such Waste Customer Contract is returned to the Seller as contemplated by paragraph (e) below, the Seller and the Buyer will each use its best efforts, each at its own expense, to (i) provide to the Buyer the benefits and burdens of any Assumed Waste Contract referred to in paragraph (a), (ii) cooperate in any way impair reasonable and lawful arrangement designed to provide such benefits and burdens to the Buyer without incurring any obligation to any other person or entity other than to provide such benefits to the Buyer, including without limitation the appointment of the Buyer as the agent of the Seller for purposes of such Assumed Waste Contract and (iii) enforce, at the request of the Buyer for the account of the Buyer any rights of the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under Seller arising from any such Assumed Waste Contract or other Asset so that CNCO would not receive all (including without limitation the right to elect to terminate such rights, then (x) Assumed Waste Contract in accordance with the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement terms thereof upon the advice of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCO, to the extent permitted by law, the benefits of any such Assumed Contract or other Asset, Buyer). The Seller and the Company shall promptly pay or cause Buyer agree that, with respect to any Waste Customer Contract of the type referred to above in this paragraph (c), if a consent to assignment cannot be paid obtained and a consent to CNCOsubcontract is required from a third person, when received, all moneys received by the Company or the Associated Subsidiaries they will solicit such consent. If such a consent to subcontract is obtained with respect to any such Waste Customer Contract, the Seller and the Buyer will enter into a Subcontract substantially in the form of Exhibit C (a "SUBCONTRACT"), and thereafter the Buyer will complete the performance of such Waste Customer Contract pursuant to such Subcontract. If any such Subcontract is entered into, then the Seller will hold in trust for the Buyer all future payments received under the applicable Waste Customer Contract and will as promptly as practicable and in no event later than three business days remit such payments to the Buyer. (d) No consent, approval or waiver of a third person or entity (including a governmental authority) with respect to the transfer of, or any novation with respect to, any Assumed Waste Contract, shall cause an Excluded Liability to be deemed for purposes of this Agreement to have become an Assumed Liability or vice-versa or otherwise affect the respective rights of the Buyer and the Seller under Article 11. (e) If the Buyer and the Seller are unable to obtain any required consents to assign or subcontract any particular Waste Customer Contract or (with any such Waste Customer Contract again referred to herein as an "UNASSIGNED CONTRACT"), and it becomes evident to the Seller and the Buyer that no such consent will be obtained, and no other Asset mutually satisfactory arrangements are agreed to, then (i) such Unassigned Contract shall be deemed not to have been transferred to the Buyer, (ii) the Seller and the Buyer shall treat such Unassigned Contract as if the Seller and the Buyer had entered into a seconding arrangement with respect to such Unassigned Contract as of the Closing Date, (iii) the Buyer shall convey to the Seller any and all assets relating to such Unassigned Contract including, but not limited to, all accounts receivable and unbilled receivables and cash relating to such Unassigned Contract and created after the Closing Date, and (yiv) the Seller shall assume all liabilities relating to such Unassigned Contract. To implement the retroactive treatment of such Unassigned Contract as a seconded contract, the Seller and the Buyer will enter into a seconding agreement. Such seconding agreement shall be in consideration thereof CNCO a mutually acceptable form and shall pay, perform and discharge on behalf be structured similar to the arrangement described in clauses (i)-(iii) of the Company and the Associated Subsidiaries debtsfirst sentence of paragraph (c) above, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, effect that the Company shall take Buyer bears economic responsibility for all profits and losses for such other actions (at Unassigned Contract and all liabilities arising after the expense Closing with respect to the performance of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this AgreementUnassigned Contract.

Nonassignable Contracts. Anything contained herein To the extent that the assignment hereunder by the Seller to the contrary notwithstandingBuyer of any Assumed Commercial Contract is not permitted or is not permitted without the consent of any other party to such Assumed Commercial Contract, this Agreement shall not be deemed to constitute an agreement to assign any Assumed Contract or other commitment or asset if an assignment or attempted assignment of the same without the any such Assumed Commercial Contract if such consent of the other party is not given or parties thereto if such assignment otherwise would constitute a breach thereof of, or in cause a loss of contractual benefits under, any way impair the rights of the Company or the Associated Subsidiaries thereundersuch Assumed Commercial Contract. If any consent necessary to convey any Asset assignment of an Assumed Commercial Contract is not obtained or if an attempted assignment would be ineffective or would impair permitted and the Closing hereunder is consummated, the Seller shall, for a period of [***] following the Closing Date, cooperate with the Buyer in any party's reasonable arrangement designed to provide the Buyer with the rights and benefits (subject to the obligations) under any such Assumed Contract or other Asset so that CNCO would not receive all such rightsCommercial Contract, then (x) including, upon the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement request of the Company Buyer, enforcement for the benefit of the Buyer of any and all rights of the Seller against any other party arising out of any breach or cancellation of any such Assumed Commercial Contract by such other party and, if requested by the Associated Subsidiaries Buyer, acting as an agent on behalf of the Buyer or CNCO as the Buyer shall otherwise reasonably request, at the Buyer’s expense; provided, that none of the Seller or the Investor any of its Affiliates shall be required to expend pay money to any third party, commence any litigation or offer or grant any material accommodation (financial accommodationor otherwise) to provide or cause to be provided to CNCOany third party in connection with such efforts. For the avoidance of doubt, the Buyer acknowledges and agrees that, to the extent permitted by lawthat any of the Transferred Copyrights or materials in connection therewith or any transferred websites contain (i) any Seller Brands, no ownership or transfer of the benefits of any such Assumed Contract or other Asset, Seller Brands shall occur and the Company shall promptly pay or cause to be paid to CNCOSeller retains full right, when received, all moneys received by the Company or the Associated Subsidiaries with respect title and interest in and to any such Assumed Contract Seller Brands and the Buyer shall only have the limited right to use such Seller Brands pursuant to Section 5.6, or (ii) any marks, images, information or other Asset and (y) items of a third party for which the Seller received a right to use from a third party, no right, title or interest in consideration thereof CNCO shall payany such third party ▇▇▇▇, perform and discharge on behalf of image, information or item is being transferred or assigned to the Company Buyer and the Associated Subsidiaries debtsBuyer shall have no right to use any such third party ▇▇▇▇, liabilitiesimage, obligations information or item unless and commitments thereunder in a timely manner and in accordance with until the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possibleBuyer, in the same position as if its sole discretion, obtains a license from any such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, third party for any such use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset Asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of the Company Newco Group or the Associated Subsidiaries Company Group thereunder. If any consent necessary The Company shall, prior to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO would not receive all such rightsthe Time of Contribution, then (x) the Company shall use commercially reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company Group to expend money or offer or grant any financial accommodation) as requested by Newco, and Newco shall cooperate in all reasonable respects with the Company, to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to Newco and the Operating Subsidiaries the Contributed Assets. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair either Group's rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset so that Newco or the Associated Operating Subsidiaries or CNCO or would not receive all such rights, then (x) the Investor Company shall use reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company Group to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCONewco or the appropriate Operating Subsidiary, to the extent permitted by law, the benefits of any such Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other Asset, commitment or Asset and the Company shall promptly pay or cause to be paid to CNCO, Newco or the appropriate Operating Subsidiary when received, received all moneys received by the Company or the Associated Subsidiaries Group with respect to any such Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset and (y) in consideration thereof CNCO Newco or the appropriate Operating Subsidiary shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreement.on

Nonassignable Contracts. Anything contained herein (a) Notwithstanding anything to the ----------------------- contrary notwithstandingin this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Assumed Contract Tower or any governmental approval, instrument, contract, lease, warranty, permit or other commitment agreement or asset arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or attempted transfer or an attempt to make such an assignment of the same or transfer without the consent of the other party a required approval or parties thereto Consent would constitute a breach or violation thereof or in any way impair affect adversely the rights of the Company Seller or the Associated Subsidiaries thereunder. If any consent necessary Purchaser. (b) Seller and Purchaser shall continue to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under use all reasonable efforts to obtain any such Assumed Contract approval or other Asset so that CNCO would not receive all Consent until such rightstime as such Consent or approval has been obtained, then (x) the Company shall use commercially reasonable efforts and Seller will cooperate with Purchaser (it being understood that such efforts shall not include any requirement of the Company Seller or the Associated Subsidiaries or CNCO or the Investor Purchaser to expend money or offer or grant any financial accommodationaccommodation (other than its own reasonable fees and expenses of counsel and advisors), unless the Purchaser has agreed to reimburse Seller or such Subsidiaries therefor) to provide or cause to be provided to CNCO, that the Purchaser shall receive the interest of Seller in the benefits under (and to the extent permitted by law, the benefits of by) any such Assumed Contract instrument, contract, lease, warranty or permit or other Asset, and the Company shall promptly pay agreement or cause to be paid to CNCO, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereofarrangement. In addition, the Company Seller shall take such other actions (at the expense of CNCO, as designated by the InvestorPurchaser's expense) as may reasonably be requested by the Investor Purchaser in order to place CNCOPurchaser, insofar as reasonably possible, in the same position as if such Assumed Contract governmental approval, instrument, contract, lease, warranty, permit or other Asset agreement or arrangement had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to thereto shall inure to CNCOand be assumed by the Purchaser from and after the applicable Closing Date. If and when such consents Consents and approvals are obtained, the transfer of the applicable asset governmental approval, instrument, contract, lease, warranty, permit or other agreement or arrangement shall be effected in accordance with the terms of this Agreement; provided, however, that until such time, the Tower at issue shall not count as a terminated Tower as contemplated by Section 2.6 or Article VI hereof.

Nonassignable Contracts. Anything contained herein To the extent that the assignment hereunder by Seller or the Subsidiaries to Buyer of any Assumed Contract is not permitted or is not permitted without the contrary notwithstandingconsent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an agreement to assign assignment of any such Assumed Contract if such consent is not given or other commitment or asset if an such assignment or attempted assignment of the same without the consent of the other party or parties thereto otherwise would constitute a breach thereof of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contract. Seller shall use its best efforts to advise Buyer promptly in writing with respect to any Assumed Contract which Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder. Without in any way impair limiting Seller's obligation to obtain all consents and waivers necessary for the rights sale, transfer, assignment and delivery of the Company or Assumed Contracts and the Associated Subsidiaries thereunder. If Purchased Assets to Buyer hereunder, if any such consent necessary to convey any Asset is not obtained or if an attempted such assignment would be ineffective or would impair is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall cooperate with Buyer following the Closing Date in any party's reasonable arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Contract or other Asset so that CNCO would not receive Contract, including enforcement for the benefit of Buyer of any and all such rights, then (x) the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement rights of the Company Seller or the Associated Subsidiaries against any other party arising out of any breach or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCO, to the extent permitted by law, the benefits cancellation of any such Assumed Contract or by such other Assetparty and, and the Company shall promptly pay or cause to be paid to CNCOif requested by Buyer, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge acting as an agent on behalf of the Company Buyer or as Buyer shall otherwise reasonably require, and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder Buyer shall reimburse Seller for its out-of-pocket expenses incurred in a timely manner and in accordance connection with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreementactions.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or asset Asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of the Company Newco Group or the Associated Subsidiaries Company Group thereunder. If any consent necessary The Company shall, prior to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO would not receive all such rightsthe Time of Contribution, then (x) the Company shall use commercially reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company Group to expend money or offer or grant any financial accommodation) as requested by Newco, and Newco shall cooperate in all reasonable respects with the Company, to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to Newco and the Operating Subsidiaries the Contributed Assets. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair either Group's rights under any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset so that Newco or the Associated Operating Subsidiaries or CNCO or would not receive all such rights, then (x) the Investor Company shall use reasonable best efforts (it being understood that such efforts shall not include any requirement of the Company Group to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCONewco or the appropriate Operating Subsidiary, to the extent permitted by law, the benefits of any such Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other Asset, commitment or Asset and the Company shall promptly pay or cause to be paid to CNCO, Newco or the appropriate Operating Subsidiary when received, received all moneys received by the Company or the Associated Subsidiaries Group with respect to any such Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset and (y) in consideration thereof CNCO Newco or the appropriate Operating Subsidiary shall pay, perform and discharge on behalf of the Company and Group all of the Associated Subsidiaries Company Group's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the InvestorNewco's expense) as may reasonably be requested by the Investor Newco in order to place CNCONewco, insofar as reasonably possible, in the same position as if such Assumed Contract lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to command, shall inure to CNCOthe Newco Group. If and when such consents and approvals are obtained, the transfer of the applicable asset Asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, and subject to the provisions of this Section 2.3, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyers of any Subordinated Notes would result in a violation of any Requirements of Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Required Consent”), and such Required Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof (a “Deferred Item”); provided, however, that the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof, provided that if an agreement to assign or transfer a Deferred Item, other than any Assumed Contract or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute Deferred Item subject to a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset Required Consent (a “Deferred Consent”), is not obtained obtained, or if an attempted assignment or transfer thereof would be ineffective or would impair any party's affect the rights under any such Assumed Contract or other Asset thereunder so that CNCO Buyers would not receive all such rights, then then, in each such case, (xi) the Company Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (ii) from and after the Closing, Sellers and Buyers will cooperate, in all reasonable respects, to seek to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither Sellers nor Buyers shall be required to make any payments or agree to any undertakings in connection therewith, and (iii) until such Deferred Consent is obtained, Sellers and Buyers will cooperate, in all reasonable respects, to provide to Buyers the benefits under the Deferred Item to which such Deferred Consent relates (with Buyers entitled to all the benefits and subject to all of the obligations thereunder arising from and after the Closing except for any obligations arising from or related to (1) any material breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a material breach or violation thereunder upon notice or passage of time or (2) a material breach of any representation, warranty, covenant or agreement of Sellers in this Agreement). Following the Closing, each of Sellers and Buyers shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations on the Subordinated Notes or to obtain in writing the unconditional release of all parties to such arrangements; provided, however, that neither Sellers nor Buyers shall be required to pay any consideration therefor and Buyers shall not be required to assume any liability in connection therewith, except Buyers shall be responsible for any fees charged by the administrative agent in connection with the obtaining of any Required Consent. Once such Required Consent is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyers the relevant Subordinated Notes to which such Required Consent relates for no additional consideration. (b) To the extent that any Subordinated Notes cannot be transferred to Buyers following the Closing pursuant to this Section 2.3, Buyers and Sellers shall use commercially reasonable efforts (it being understood that to enter into such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) arrangements to provide or cause to be provided to CNCOthe parties the economic and, to the extent permitted by lawunder Requirements of Law, the benefits operational equivalent of any such Assumed Contract or other Asset, and the Company shall promptly pay or cause to be paid to CNCO, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of such Subordinated Notes, as the applicable asset case may be, to Buyers as of the Closing. To the extent permitted under Requirements of Law, Sellers shall, at Buyers’ expense, hold in trust for and pay to Buyers promptly upon receipt thereof, such Subordinated Notes and all income, proceeds and other monies received by Sellers to the extent related to such Subordinated Notes in connection with the arrangements under this Section 2.3. Sellers shall be effected in accordance permitted to set off against such amounts all direct costs associated with the terms retention and maintenance of this Agreementsuch Subordinated Notes. (c) To the extent each Required Consent has been obtained: (i) all Subordinated Notes will be transferred to Buyers at Closing; (ii) to the maximum extent practicable, Buyers will operate the Subordinated Notes from and after the Closing Date and receive all revenues and benefits therefrom, and exercise any and all rights of Sellers under such Subordinated Notes; and (iii) Sellers will have no obligations under such Subordinated Notes arising after the Closing Date, and after the Closing Date Buyers will bear all risks regarding the Subordinated Notes.

Nonassignable Contracts. Anything contained herein (a) To the extent that any Contract to be Transferred pursuant to the contrary notwithstandingterms of Section 2.1 hereof is not capable of being Transferred without the consent, this Agreement shall not constitute an agreement to assign any Assumed Contract approval or other commitment waiver of a third person or asset entity (including a governmental authority), or if an assignment such Transfer or attempted assignment of the same without the consent of the other party or parties thereto Transfer would constitute a breach thereof or a violation of any Law, nothing in any way impair this Agreement shall constitute a Transfer or an attempted Transfer thereof prior to the rights time at which all consents, waivers and approvals necessary for such Transfer shall have been obtained. (b) Seller shall use reasonable best efforts, and Purchaser shall reasonably cooperate with Seller in such efforts, to obtain such consents, approvals and waivers necessary to Transfer to Purchaser all of the Company or Contracts referred to in Section 2.2(a) hereof. (c) To the Associated Subsidiaries thereunder. If any consent necessary extent that the consents, approvals and waivers referred to convey any Asset is in Section 2.2(a) hereof are not obtained or by Seller, if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO would not receive all such rights, then (x) the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCO, and to the extent permitted requested by lawPurchaser, Seller shall, during the term of the affected Contract, use reasonable best efforts, at no greater expense to Purchaser than the expense that would be incurred by Purchaser were such consents, approvals or waivers obtained, to (i) provide to Purchaser the benefits of under any Contract referred to in Section 2.2(a) hereof, (ii) cooperate in any reasonable and lawful arrangement designed to provide such Assumed Contract or other Assetbenefits to Purchaser, and (iii) enforce, at the Company shall promptly pay or cause written request of Purchaser, for the account of Purchaser, any rights of Seller under the affected Contract (including the right to be paid elect to CNCO, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any terminate such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereofthereof upon the direction of Purchaser). In addition, the Company Purchaser shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor cooperate with Seller in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all enable Seller to provide the benefits contemplated by this Section 2.2(c) to Purchaser. (d) Purchaser shall perform the obligations of Seller arising under the affected Contracts referred to in Section 2.2(a) hereof, but only if and burdens to the extent that Seller provides to Purchaser the benefits thereof pursuant to Section 2.2(c) hereof; provided, however, that Seller shall indemnify, defend and hold Purchaser harmless from and against any and all Losses arising from or relating theretoto any claim asserted by a third party in respect of any failure to obtain any consent, including possession, use, risk of loss, potential for gain and dominion, control and command are approval or waiver alleged to inure to CNCO. If and when such consents and approvals are obtained, the transfer be required in connection with any of the applicable asset shall actions required to be effected in accordance with the terms of taken by Seller pursuant to this AgreementSection 2.2.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, Nothing in this Agreement shall not constitute an agreement to assign be construed as (i) any Assumed Contract contract (including Client Contracts, Vendor Agreements, Other Agreements, Licenses and Real Property Leases), agreement, license, lease or other commitment that is nonassignable under applicable law, rules or asset if an assignment regulations or attempted assignment as a result of the same without failure to obtain the required consent of the other party or parties thereto would constitute a breach thereof or in any way impair thereto, subject, however, to the rights covenant of the Company Seller in Section 4.01 (b); or (ii) any contract or claim as to which all the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO remedies for the enforcement thereof enjoyed by the Seller would not receive all such rights, then (x) pass to the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement Buyer or its Designated Subsidiary as an incident of the Company or assignments provided for by this Agreement as set forth in Schedule 1.04. in clauses (i) and (ii) above (the Associated Subsidiaries or CNCO or “Non-Assignable Contracts”) may be realized by the Investor Buyer and its Designated Subsidiaries, and with the understanding and agreement of the parties hereto that the economic benefits and risks of the Business from and after the Closing Date shall, be solely for the account of the Buyer then the Seller and the Buyer shall cooperate to expend money or offer or grant any financial accommodation) establish an arrangement reasonably satisfactory to provide or cause to be provided to CNCOthe Buyer and the Seller under which the Buyer would obtain, to the extent permitted by lawpracticable, the claims, rights and benefits and assume the corresponding liabilities and obligations under the Non-Assignable Contracts (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which the Seller would enforce for the benefit of the Buyer, with the Buyer assuming and agreeing to pay the Seller’s obligations, any and all claims, rights and benefits of any the Seller against a third party thereto. In such Assumed Contract or other Assetevent (i) subject to the following sentence, and the Company shall Seller will promptly pay or cause to be paid to CNCOthe Buyer, when received, all moneys received by the Company or the Associated Subsidiaries with respect to it under any such Assumed Non-Assignable Contract or other Asset claim, right or benefit arising thereunder, net of any costs of the Seller related thereto; and (yii) in consideration thereof CNCO shall the Buyer will promptly pay, perform or discharge, when due, any and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, all obligations and commitments thereunder in a timely manner and in accordance with liabilities arising thereunder. Any services to be performed by the terms thereof. In additionSeller pursuant to any Non-Assignable Contract shall be charged to the Buyer at the Seller’s then prevailing standard rates or, if less, the Company shall take rates that have been billed to the client pursuant to such other actions Non-Assignable Contract at any time during the twelve (at 12) months prior to the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreementdate hereof.

Nonassignable Contracts. Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Assumed Contract Asset or other commitment or asset assume any Liability if an assignment or assumption or attempted assignment or assumption of the same without the consent of the other party or parties thereto another Person would constitute a breach thereof or in any way impair the rights of the Company a party thereunder (including a party hereunder) or the Associated Subsidiaries thereundergive to any third party any rights with respect thereto. If any such consent necessary to convey any Asset is not obtained or if an any attempted assignment or assumption would be ineffective or would so impair any a party's rights under with respect to any such Assumed Contract Asset or other Asset Liability so that CNCO the party entitled to the benefits (including relief from Liability) associated with such purported transfer (the "Intended Transferee") would not receive all of such rightsbenefits, then then, as appropriate, (xw) the Company party purporting to make such transfer (the "Intended Transferor") shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCOthe Intended Transferee, to the extent permitted by law, the benefits of any such Assumed Contract Asset or other AssetLiability (x) the Intended Transferee, and to the Company extent permitted by law, shall use commercially reasonable efforts to assume such Liability so that the Intended Transferor is relieved therefrom, (y) the Intended Transferor shall promptly pay or cause to be paid to CNCO, the Intended Transferee when received, received all moneys received by the Company or the Associated Subsidiaries Intended Transferor with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO the Intended Transferee shall pay, perform and discharge on behalf of the Company and Intended Transferor all of the Associated Subsidiaries debts, liabilities, obligations and commitments Intended Transferor's Liabilities thereunder in a timely manner and in accordance with the terms thereofthereof which it may do without breach. In addition, the Company Intended Transferor and Intended Transferee, as the case may be, shall take such other actions (at the expense of CNCO, as designated by the Investor) as may be reasonably be requested by the Investor other party in order to place CNCOthe (i) Intended Transferee, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to command, shall inure to CNCOthe Intended Transferee and (ii) Intended Transferor, insofar as reasonably possible, in the same position as if such Liability had been transferred as contemplated hereby so that the Intended Transferor shall be relieved therefrom. If and when such consents and approvals are obtained, the transfer of the applicable asset Asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to the Buyer of any Transferred Assets would result in a violation of any Requirements of Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Required Consent”), and such Required Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof (a “Deferred Item”); provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article 8 and Article 9, the Closing shall occur notwithstanding the foregoing without any adjustment to the Transfer Price on account thereof, provided that if an agreement to assign or transfer a Deferred Item, other than any Assumed Contract or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute Deferred Item subject to a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset Required Consent (a “Deferred Consent”), is not obtained obtained, or if an attempted assignment or transfer thereof would be ineffective or would impair any party's affect the rights under any such Assumed Contract or other Asset thereunder so that CNCO Buyer would not receive all such rights, then then, in each such case, (xi) the Company Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Transfer Price, (ii) from and after the Closing, Sellers and Buyer will cooperate, in all reasonable respects, to seek to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither Sellers nor Buyer shall be required to make any payments or agree to any undertakings in connection therewith, and (iii) until such Deferred Consent is obtained, Sellers and Buyer will cooperate, in all reasonable respects, to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the benefits and subject to all the obligations thereunder arising from and after the Closing except for any obligations arising from or related to (1) any material breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a material breach or violation thereunder upon notice or passage of time or (2) a material breach of any representation, warranty, covenant or agreement of the relevant Seller in this Agreement). Following the Closing, each of Sellers and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assumed Obligations or other liabilities that constitute Assumed Obligations or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, the Buyer shall be solely responsible for Assumed Obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor and the Buyer shall not be required to assume any liability that is not an Assumed Obligation, except Buyer shall be responsible for any fees charged by the administrative agent in connection with the obtaining of any Required Consent. Once such Required Consent is obtained, each Seller shall sell, assign, transfer, convey and deliver to the Buyer the relevant Transferred Asset to which such Required Consent relates for no additional consideration. (b) To the extent that any Transferred Asset or Assumed Obligation cannot be transferred to the Buyer following the Closing pursuant to this Section 2.5, the Buyer and the relevant Seller shall use commercially reasonable efforts (it being understood that to enter into such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) arrangements to provide or cause to be provided to CNCOthe parties the economic and, to the extent permitted by lawunder Requirements of Law, operational equivalent of the benefits transfer of any such Transferred Asset or Assumed Contract or other AssetObligation, as the case may be, to the Buyer as of the Closing and the Company shall promptly pay or cause to be paid to CNCO, when received, all moneys received performance by the Company or the Associated Subsidiaries Buyer of its obligations with respect to any thereto. Buyer shall, as agent or subcontractor for such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall Seller pay, perform and discharge on behalf fully the liabilities and obligations of such Seller thereunder from and after the Company Closing Date. To the extent permitted under Requirements of Law, such Seller shall, at Buyer’s expense, hold in trust for and pay to Buyer promptly upon receipt thereof, such Transferred Asset and all income, proceeds and other monies received by such Seller to the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder extent related to such Transferred Asset in a timely manner and in accordance connection with the terms thereofarrangements under this Section 2.5. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset The relevant Seller shall be effected in accordance permitted to set off against such amounts all direct costs associated with the terms retention and maintenance of this Agreementsuch Transferred Assets. (c) To the extent each Required Consent has been obtained: (i) all Transferred Assets will be transferred to the Buyer at Closing; (ii) to the maximum extent practicable, Buyer will operate such Transferred Assets from and after the Closing Date and receive all revenues and benefits therefrom, assume Sellers’ executory obligations under such Transferred Assets, and exercise any and all rights of Sellers under such Transferred Assets against the other party; and (iii) Sellers will have no obligations under such Transferred Assets arising after the Closing Date, and after the Closing Date Buyer will bear all risks regarding the Transferred Assets.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract PFS Asset or other commitment or asset PFS Liability if an assignment or attempted assignment of the same without the consent of the other party or parties thereto another Person would constitute a breach thereof or in any way impair the rights of the Company a party thereunder or the Associated Subsidiaries thereundergive to any third party any rights with respect thereto. If any such consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any such party's rights under any such Assumed Contract PFS Asset or other Asset PFS Liability so that CNCO the party entitled to the benefits and responsibilities of such purported transfer (the "Intended Transferee") would not receive all such rightsrights and responsibilities, then (xi) the Company party purporting to make such transfer (the "Intended Transferor") shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCOthe Intended Transferee, to the extent permitted by law, the benefits of any such Assumed Contract PFS Asset or other Asset, PFS Liability and the Company Intended Transferor shall promptly pay or cause to be paid to CNCO, the Intended Transferee when received, received all moneys received by the Company or the Associated Subsidiaries Intended Transferor with respect to any such Assumed Contract or other PFS Asset and (yii) in consideration thereof CNCO the Intended Transferee shall pay, perform and discharge on behalf of the Company and Intended Transferor all of the Associated Subsidiaries debts, liabilities, obligations and commitments Intended Transferor's liabilities thereunder in a timely manner and in accordance with the terms thereofthereof which it may do without breach. In addition, the Company Intended Transferor shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor Intended Transferee in order to place CNCOthe Intended Transferee, insofar as reasonably possible, in the same position as if such Assumed Contract or other PFS Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to command, shall inure to CNCOthe Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable asset PFS Asset shall be effected in accordance with the terms of this Agreement. To the extent that the PFS Liabilities include liabilities, obligations or commitments pursuant to any contract, permit, license, franchise or other right, Daisytek shall, to the extent such contract, permit, license, franchise or other right is not a PFS Asset, upon request by PFSweb either assign the same to PFSweb or assert and seek to enforce the same for the benefit of PFSweb.

Nonassignable Contracts. Anything contained herein To the extent that the assignment ----------------------- hereunder by Seller to Buyer of any Assumed Contract is not permitted or is not permitted without the contrary notwithstandingconsent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an agreement to assign any such Assumed Contract or other commitment or asset if an assignment of any such Assumed Contract if such consent is not given or attempted if such assignment of the same without the consent of the other party or parties thereto otherwise would constitute a breach thereof of, or cause a loss of contractual benefits under, any such Assumed Contract, and (notwithstanding anything to the contrary in Section 2.3 above) Buyer shall assume no obligations or liabilities under any way impair the rights of the Company such Assumed Contract. Seller shall use its reasonable efforts to advise Buyer promptly in writing with respect to any Assumed Contract which Seller knows or the Associated Subsidiaries thereunderhas substantial reason to believe will or may not be subject to assignment to Buyer hereunder. If any consent or waiver necessary in accordance with Section 5.2 for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to convey any Asset Buyer hereunder is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller and Buyer shall cooperate with each other following the Closing Date in any reasonable arrangement designed to provide Buyer with the rights and benefits (and to impose on Buyer the obligations and liabilities to which Buyer would have become subject if such contract had been effectively transferred to Buyer and become an attempted assignment would be ineffective or would impair Assumed Contract hereunder (subject, in any party's case, to the limitations on liabilities and indemnification rights otherwise provided in this Agreement)) under any such Assumed Contract Contract, including enforcement for the benefit of Buyer of any and all rights of Seller against any other party arising out of any breach or other Asset so that CNCO would not receive all such rights, then (x) the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCO, to the extent permitted by law, the benefits unpermitted cancellation of any such Assumed Contract or by such other Assetparty and, and the Company shall promptly pay or cause to be paid to CNCOif requested by Buyer, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge acting as an agent on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company Buyer or as Buyer shall take such other actions (at the expense of CNCO, as designated by the Investor) as may otherwise reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreementrequire.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, Nothing in this Agreement shall not constitute be construed as an attempt or agreement to assign (i) any Assumed Contract contract, agreement, license, lease, sales order, purchase order or other commitment or asset if an assignment or attempted assignment of the same that is nonassignable without the consent of the other party or parties thereto unless such consent shall have been given, subject, however, to the covenant of Sellers in Section 4.01(d) hereof, or (ii) any contract or claim as to which all the remedies for the enforcement thereof enjoyed by Sellers would constitute a breach thereof or in any way impair the rights not pass to Buyers as an incident of the Company or assignments provided for by this Agreement. In order, however, that the Associated Subsidiaries thereunder. If any full value of every contract and claim of the character described in clauses (i) and (ii) above, and all claims and demands on such contracts may be realized, Sellers shall use all reasonable efforts to obtain consent necessary to convey any Asset is not obtained or if an attempted for the assignment would be ineffective or would impair any party's rights under thereof, other than any such Assumed Contract consent with respect to contracts and claims listed on Schedule 1.03 hereto. With respect to those contracts and claims of which Sellers shall have failed to obtain consent for the assignment thereof pursuant to their obligations under Section 4.01(d) hereto and this Section 1.03 listed on Schedule 1.03 hereto, Sellers shall, at the request and expense and under the direction of Buyers, in the name of Sellers or other Asset so that CNCO would not receive otherwise as Buyers shall specify and as shall be permitted by law, take all such rights, then (x) the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide action and do or cause to be provided done all things as shall in the opinion of Buyers be reasonably necessary or proper (x) in order that the rights and obligations of Sellers under such contracts shall be preserved and (y) for, and to CNCOfacilitate, the collection of the moneys due and payable, and to become due and payable, to the extent permitted by law, the benefits Sellers in and under every such contract and claim and in respect of any every such Assumed Contract or other Assetclaim and demand, and Sellers shall hold the Company same for the benefit of and shall pay the same over promptly pay or cause to be paid Buyers, subject to CNCOdue payment, when received, performance and discharge by Buyers on behalf of Sellers of all moneys received by the Company or the Associated Subsidiaries liabilities and obligations of Sellers with respect to any such Assumed Contract or other Asset contracts and claims that have not been assigned hereunder but as to which Sellers shall have obtained the full value thereof for the benefit of Buyers as required hereunder (y) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreement"Subcontracted Contracts").

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, Nothing in this Agreement shall not constitute be construed as an attempt or agreement to assign (i) any Assumed Contract contract, agreement, license, lease, sales order, purchase order or other commitment or asset if an assignment or attempted assignment of the same that shall be nonassignable without the consent of the other party or parties thereto unless such consent shall have been given, (ii) any contract or claim as to which all the remedies for the enforcement thereof enjoyed by the Sellers would constitute a breach thereof or in any way impair not pass to the rights Buyer as an incident of the Company assignments provided for by this Agreement, unless such consent of such other party or parties shall be obtained or the Associated Subsidiaries thereunder. If any consent necessary Sellers shall obtain an order of the Bankruptcy Court (the "Bankruptcy Court Assignment Approval Order") for the assignment of such contracts to convey Buyer pursuant to Section 365 of the Bankruptcy Code and such Bankruptcy Court Assignment Approval Order shall become final and no longer subject to appeal or (ii) any Asset is not obtained or if an attempted assignment would subject to a Lien. In order, however, that the full value of every contract and claim of the character and Asset described in clauses (i), (ii) and (iii) above and all claims and demands on such contracts may be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO would not receive all such rightsrealized, then (x) the Company shall Sellers will use commercially reasonable efforts to obtain (it being understood that a) approval for the assignments, (b) the execution of novation agreements, (c) TI's subcontracting of all of its rights and obligations under any such efforts shall not include contract, agreement or other commitment to the Buyer or one of its Affiliates, as the case may be, or (d) removal of any requirement such Lien on any of the Company Assets (except for the Raycal Lien as hereinafter defined) or to obtain a Bankruptcy Court Assignment Approval Order assigning such contracts final and no longer subject to appeal. In the Associated Subsidiaries event that Sellers shall be unable to obtain the consents or CNCO releases referred to herein or a Bankruptcy Court Assignment Approval Order referred to herein, Buyer and Sellers expressly agree that Sellers shall extend to Buyer all of the Investor benefits of their rights under all such contracts provided that Buyer agrees to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCO, indemnify Sellers for all of Sellers' contractual obligations under such contracts to the extent permitted by law, the benefits of any such Assumed Contract or other Asset, and the Company shall promptly pay or cause to be paid to CNCO, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any such Assumed Contract or other Asset and (y) provided in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms Article II of this Agreement.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, (a) Nothing in this Agreement shall will constitute a transfer or an attempted transfer of any Contracts which are not constitute capable of being transferred without the consent, approval, novation or waiver of any Person (including an agreement to assign Authority), or any Assumed Contract or other commitment or asset if an assignment Contracts the transfer or attempted assignment transfer of the same without the consent of the other party or parties thereto which would constitute a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO would a violation of any Law (collectively, "Nonassignable Contracts"). Such Nonassignable Contracts are identified in Schedule 3.10. (b) Notwithstanding anything contained in this Agreement to the contrary, Seller will not receive be obligated to transfer to Purchaser any of its rights and obligations in and to any Nonassignable Contract without first having obtained all consents, approvals, novations and waivers necessary for such rightstransfer. Prior to the Closing and for a period of three months thereafter, then (x) the Company shall Purchaser and Seller will use all commercially reasonable efforts (it being understood that and cooperate with each other in obtaining all consents, approvals, novations and waivers necessary to transfer to Purchaser all Nonassignable Contracts; provided, however, that, in each such efforts shall not include case, neither Purchaser nor Seller will be obligated to commence any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money litigation or offer or grant any accommodation (financial accommodationor otherwise) to any Person or incur any other obligation or liability therefor, and Purchaser and Seller shall each bear its own expenses in connection therewith. (c) To the extent that any consents, approvals, novations and waivers with respect to Nonassignable Contracts are not obtained on or prior to the Closing Date, Seller will, at Purchaser's request, during the period commencing with the Closing Date and continuing until the earlier of (i) the expiration of the original term of the applicable Nonassignable Contract and (ii) the receipt by Seller of written notice from Purchaser that Purchaser has obtained an adequate replacement for such Nonassignable Contract, cooperate, in any reasonable and lawful arrangement designed to provide or cause Purchaser the benefits of such Nonassignable Contract (including, if necessary, at the reasonable request and the expense of Purchaser enforcing performance by any third party of its obligations in respect of such Nonassignable Contract, provided that Seller may decline in good faith Purchaser's request to be enforce such Contract); provided to CNCOthat, to the extent permitted by lawSeller is successful in providing such remaining benefits, the benefits if any, of any such Assumed Nonassignable Contract or other Assetto Purchaser, and the Company shall promptly pay or cause to be paid to CNCO, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall Purchaser will pay, perform honor and discharge on behalf of when due the Company and the Associated Subsidiaries debts, corresponding liabilities, obligations and commitments of Seller arising thereunder which have been approved in a timely manner advance by Purchaser with respect to periods after the Closing; and, ASSET PURCHASE AGREEMENT (YBL) EXECUTION VERSION provided, further, that, to the extent Seller is not successful in so providing such remaining benefits of any Nonassignable Contract to Purchaser or has not given its prior approval to the same, Purchaser will have no obligation to pay, honor and in accordance discharge when due the corresponding liabilities, obligations and commitments of Seller arising thereunder with respect to periods after the terms thereof. In additionClosing, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset which shall be effected treated as Retained Liabilities. (d) Nothing in accordance with the terms this Section 10.3 shall be construed to waive, modify or otherwise limit Purchaser's rights under Sections 6.1(c) and 6.2 of this Agreement.

Nonassignable Contracts. Anything contained herein Notwithstanding anything to the contrary notwithstandingcontained in this Agreement, except as specifically provided in Section 5.3(e), to the extent that the sale, CONFIDENTIAL TREATMENT REQUESTED assignment, lease, sublease, transfer, conveyance or delivery, or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, to Purchaser of any asset that would be a Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any Law or would require any Consent or waiver by any Governmental Authority or other Person, and such Consent or waiver shall not have been obtained prior to the Closing (a “Non-Assignable Contract”), the Closing shall proceed, subject to Article 5, without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such Consent or waiver and the failure to sell, assign, convey or deliver such asset shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset or an agreement to assign any Assumed Contract attempt thereof. In the event that the Closing proceeds without the transfer, sublease or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO would not receive all such rightsasset, then (x) following the Company Closing, the parties shall use commercially reasonable efforts (it being understood and cooperate with each other to obtain promptly such Consents or waivers; provided, however, that such efforts Seller shall not include be required to pay any requirement consideration or compromise any rights not otherwise required by this Agreement to be compromised for any such Consent or waiver, other than filing, recordation or similar fees, which shall be paid by Seller. Pending such Consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.3 of any Contract, Purchaser shall perform for the benefit of the Company 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 a Consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilities. Once all required Consents or waivers for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall assign, lease, sublease, transfer, convey or deliver such asset to Purchaser at no additional cost to Purchaser. To the extent that any such asset cannot be transferred or the Associated Subsidiaries full benefits of use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.3, then Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or CNCO or the Investor to expend money or offer or grant any financial accommodationsubcontracting) to provide or cause to be provided to CNCOthe parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted permitted, of obtaining such authorization, approval, consent or waiver and the performance by lawPurchaser of the obligations thereunder. Seller shall pay to Purchaser promptly upon receipt thereof, the benefits all income, proceeds and other monies received by Seller in connection with its use of any such Assumed Contract or asset (net of any Taxes and any other Asset, and the Company shall promptly pay or cause to be paid to CNCO, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any such Assumed Contract or other Asset and (ycosts imposed upon Seller) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance connection with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of arrangements under this AgreementSection 2.3.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract Asset or other commitment or asset Liability if an assignment or attempted assignment of the same without the consent of the other party or parties thereto another Person would constitute a breach thereof or in any way impair the rights of the Company a party thereunder or the Associated Subsidiaries thereundergive to any third party any rights with respect thereto. If any such consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any such party's rights under any such Assumed Contract Asset or other Asset Liability so that CNCO the party entitled to the benefits and responsibilities of such purported transfer (the "Intended Transferee") would not receive all such rightsrights and responsibilities, then (xa) the Company party purporting to make such transfer (the "Intended Transferor") shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCOthe Intended Transferee, to the extent permitted by law, the benefits of any such Assumed Contract Asset or other Asset, Liability and the Company Intended Transferor shall promptly pay or cause to be paid to CNCO, the Intended Transferee when received, received all moneys received by the Company or the Associated Subsidiaries Intended Transferor with respect to any such Assumed Contract or other Asset and (yb) in consideration thereof CNCO the Intended Transferee shall pay, perform and discharge on behalf of the Company and Intended Transferor all of the Associated Subsidiaries debts, liabilities, obligations and commitments Intended Transferor's Liabilities thereunder in a timely manner and in accordance with the terms thereofthereof which it may do without breach. In addition, the Company Intended Transferor shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor Intended Transferee in order to place CNCOthe Intended Transferee, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to command, shall inure to CNCOthe Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable asset Asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein Notwithstanding anything to the ----------------------- contrary notwithstandingin this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Assumed Contract Site or any Governmental Approval, instrument, contract, lease, warranty, permit or other commitment agreement or asset arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or attempted transfer or an attempt to make such an assignment of the same or transfer without the consent of the other a third party or parties thereto a waiver of a third party's rights would constitute a breach or violation thereof or in any way impair affect adversely the rights of Buyer, Buyer LP, Seller or any of Seller's Subsidiaries thereunder or thereto. Any transfer or assignment to Buyer or Buyer LP by Seller or any of Seller's Subsidiaries of any interest in such Governmental Approval, instrument, contract, lease, warranty, permit or other agreement or arrangement that requires the Company consent of a third party shall be made subject to such consent or approval being obtained. In the Associated Subsidiaries thereunder. If event any such consent necessary to convey any Asset or approval is not obtained on or if an attempted assignment would be ineffective or would impair any party's rights under prior to the applicable Closing Date, each of Buyer and Seller shall continue to use all reasonable efforts to obtain any such Assumed Contract approval or other Asset so that CNCO would not receive all consent after the applicable Closing Date until such rightstime as such consent or approval has been obtained, then (x) the Company shall use commercially reasonable efforts and Seller will cooperate with Buyer (it being understood that such efforts shall not include any requirement of the Company Seller or the Associated any of its Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodationaccommodation (other than its own reasonable fees and expenses of counsel and advisors), unless Buyer has agreed to reimburse Seller or such Subsidiaries therefor) to provide that from and after such Closing Date Buyer shall receive the interest of Seller or cause to be provided to CNCOits Subsidiaries, as the case may be, in the benefits under (and to the extent permitted by law, the benefits of by) any such Assumed Contract instrument, contract, lease, warranty or permit or other Assetagreement or arrangement, and the Company provided that Buyer shall promptly undertake to pay or cause satisfy the corresponding liabilities for the enjoyment of such benefit to be paid to CNCO, when received, all moneys received by the Company extent Buyer would have been responsible therefor if such consent or the Associated Subsidiaries with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereofapproval had been obtained. In addition, the Company Seller shall take such other actions (at the expense of CNCO, as designated by the InvestorBuyer's expense) as may reasonably be requested by the Investor Buyer in order to place CNCOBuyer, insofar as reasonably possible, in the same position as if such Assumed Contract Governmental Approval, instrument, contract, lease, warranty, permit or other Asset agreement or arrangement had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to command, shall inure to CNCOand be assumed by Buyer, in each case, from and after such applicable Closing Date. If and when such consents and approvals are obtained, the transfer of the applicable asset Governmental Approval, instrument, contract, lease, warranty, permit or other agreement or arrangement shall be effected in accordance with the terms of this Agreement. Seller agrees to execute and deliver or cause its Subsidiaries to execute and deliver, such agreements and other instruments, in form and substance reasonably acceptable to Seller, as Buyer may reasonably request in order to effectuate the provisions of this Section 2.9 and which do not increase Seller's liability or exposure beyond that which is contemplated by this Agreement.