Common use of Unassignable Contracts Clause in Contracts

Unassignable Contracts. (a) If any rights, benefits or remedies (in this section, the "Rights") under any Assumed Contracts are not assignable by Seller to Buyers without the consent of the counterparty to the contract, and such consent has not been obtained before Closing, then, following Closing and until such time that such unassigned Contracts are assigned to Buyer: (i) Seller shall hold the Rights (including, without limitation, all rights to receive payments under the Assumed Contracts and any money actually received by Seller under or in respect of any Assumed Contract) in trust for the benefit of Buyers as bare trustee; (ii) Seller shall use all reasonable efforts to obtain such consents and do all such things as may be reasonably necessary to transfer the Assumed Contracts and the Rights to Buyers (but excluding any obligation of Seller to make any payment); (iii) Seller shall, at the request and expense and under the direction of Buyer, in the name of Seller or otherwise as Buyers specifies, take all such actions and do all such things as are, in the opinion of Buyer, necessary or desirable in order that obligations of Seller under such Assumed Contracts may be performed in a manner such that the value of the Rights will be preserved and will enure to the benefit of Buyers and such that all money receivable under such Assumed Contract may be received by Buyer; (iv) Seller shall pay over to Buyers the money collected by ▇▇▇▇▇▇ after the Closing Date pursuant to the Assumed Contracts (which money is held in trust by Seller for the benefit of Buyer) within 30 days of receiving such money; (v) Seller shall maintain its existence, and shall continue to be licensed, registered or otherwise qualified and authorized to conduct its affairs and carry on business as is necessary to fulfill its obligations as set out in this Section 2.12; and (vi) if permitted by the counterparty to an Assumed Contract and provided that, in ▇▇▇▇▇'s opinion, it would not be prejudicial to Buyer's rights to do so, Buyers may perform the obligations under such Assumed Contract on behalf of Seller, and will indemnify Seller against all liabilities, costs and expenses incurred from the performance of such obligations. (b) If any such consent for an Assumed Contract is obtained pursuant to Section 2.12(a), such Assumed Contract will be immediately assigned to Buyers and Buyers will assume all obligations under such Assumed Contract. If any further documents are required to give effect to the assignment, the Parties agree to execute and deliver such documents. Nothing in this Agreement will be construed as an assignment of, or attempt to assign to ▇▇▇▇▇, an Assumed Contract until the requisite consent is obtained.

Unassignable Contracts. If (ai) If any third party consent to the assignment or other transfer to Buyer of an Assumed Contract listed on Schedule 3.2 is not obtained on or before the Closing and Buyer waives obtaining such consent as a condition to the Closing or (ii) any other third party consent to the assignment or other transfer to Buyer of an Assumed Contract listed on Schedule 3.2 is not obtained on or before the Closing and does not give rise to a condition to the Closing, then as to the rights, benefits or remedies under or pursuant to such Assumed Contracts (in this sectioncollectively, the "Rights") under any Assumed Contracts are not assignable by Seller to Buyers without the consent of the counterparty to the contract, and Buyer because such consent has not been obtained before Closing, then, following Closing and until such time that such unassigned Contracts are assigned to Buyerobtained: (ia) Seller shall will hold the Rights (including, without limitation, all rights to receive payments under the Assumed Contracts and any money actually received by Seller under or in respect of any Assumed Contract) in trust for Buyer, for the account and benefit of Buyers as bare trusteeBuyer; (iib) Seller shall use all reasonable efforts to obtain such consents and do all such things as may be reasonably necessary to transfer the Assumed Contracts and the Rights to Buyers (but excluding any obligation of Seller to make any payment); (iii) Seller shallwill, at the request and expense and under the direction of Buyer, Buyer in the name of Seller or otherwise as Buyers specifiesBuyer shall specify, take all such actions and do all such things things, at Seller's expense, as are, shall in the opinion of Buyer, be necessary or desirable in order that the obligations of Seller under such Assumed Contracts may be performed in a manner such that the value of the Rights will shall be preserved and will shall enure to the benefit of Buyers Buyer and such that all money moneys receivable under such the Assumed Contract Contracts may be received by Buyer; (ivc) Seller shall will promptly pay over to Buyers the money Buyer all such moneys collected by ▇▇▇▇▇▇ after the Closing Date pursuant to the Seller in respect of such Assumed Contracts (which money is held in trust by Seller for the benefit of Buyer) within 30 days of receiving such money; (v) Seller shall maintain its existence, and shall continue to be licensed, registered or otherwise qualified and authorized to conduct its affairs and carry on business as is necessary to fulfill its obligations as set out in this Section 2.12Contracts; and (vid) if to the extent permitted by the counterparty to an Assumed Contract and provided thatthird party, in ▇▇▇▇▇'s opinion, it would not be prejudicial to Buyer's rights to do so, Buyers may Buyer will perform the obligations under such Assumed Contract Contracts on behalf of Seller, and will indemnify Seller against all liabilities, costs and expenses incurred from the performance of by Seller in connection with Buyer performing such obligations. (b) If any ; Seller hereby appoints Buyer as its attorney-in-fact to act in the name of Seller to carry out all such consent for an Assumed Contract is obtained pursuant to Section 2.12(a)matters, such Assumed Contract will be immediately assigned to Buyers and Buyers will assume all obligations under such Assumed Contractappointment being a power coupled with an interest. If any further documents [Signatures are required to give effect to on the assignment, the Parties agree to execute and deliver such documents. Nothing in this Agreement will be construed as an assignment of, or attempt to assign to ▇▇▇▇▇, an Assumed Contract until the requisite consent is obtained.following page]

Unassignable Contracts. (a) If any rights, benefits or remedies (Notwithstanding anything in this sectionAgreement to the contrary, this Agreement shall not constitute an agreement to assign any Acquired Asset or right that is included in the "Rights") under any Assumed Contracts are Acquired Assets but is not assignable by Seller to Buyers or transferable without the consent of any Person, other than Purchaser or any of its Affiliates, or for which assignment without such consent would constitute a breach or in any way adversely affect the counterparty rights of Purchaser thereunder to the contract, and extent that such consent has shall not have been obtained before prior to the Closing; provided, then, following Closing and until such time that such unassigned Contracts are assigned to Buyer: (i) Seller shall hold have the Rights (including, without limitation, all rights continuing obligation after the Closing to receive payments under the Assumed Contracts and any money actually received by Seller under or in respect of any Assumed Contract) in trust for the benefit of Buyers as bare trustee; (ii) Seller shall use all reasonable efforts to endeavor to obtain such all necessary consents and do all such things as may be reasonably necessary to transfer the Assumed Contracts and the Rights to Buyers (but excluding any obligation of Seller to make any payment); (iii) Seller shall, at the request and expense and under the direction of Buyer, in the name of Seller or otherwise as Buyers specifies, take all such actions and do all such things as are, in the opinion of Buyer, necessary or desirable in order that obligations of Seller under such Assumed Contracts may be performed in a manner such that the value of the Rights will be preserved and will enure to the benefit of Buyers assignment thereof and, upon obtaining the requisite third party consents thereto, such agreement, license or right, shall be transferred and such that all money receivable under such Assumed Contract may be received by Buyer; (iv) Seller shall pay over assigned to Buyers the money collected by ▇▇▇▇▇▇ after the Closing Date pursuant to the Assumed Contracts (which money is held in trust by Seller for the benefit of Buyer) within 30 days of receiving such money; (v) Seller shall maintain its existence, and shall continue to be licensed, registered or otherwise qualified and authorized to conduct its affairs and carry on business as is necessary to fulfill its obligations as set out in this Section 2.12; and (vi) if permitted by the counterparty to an Assumed Contract and provided that, in ▇▇▇▇▇'s opinion, it would not be prejudicial to Buyer's rights to do so, Buyers may perform the obligations under such Assumed Contract on behalf of Seller, and will indemnify Seller against all liabilities, costs and expenses incurred from the performance of such obligationsPurchaser hereunder. (b) If With respect to any such consent for an Assumed Contract Acquired Asset or right included in the Acquired Assets that is obtained pursuant not assigned to Purchaser at the Closing by reason of Section 2.12(a2.7(a), such Assumed Contract will be immediately after the Closing and until the applicable requisite consents are obtained and the foregoing sold and assigned to Buyers Purchaser, Seller shall provide to Purchaser the benefits under each such Acquired Asset or right (with Purchaser responsible for all liabilities and Buyers will assume all obligations under such Assumed Contract. If any further documents are required to give effect thereunder to the assignment, extent it would be liable under the Parties agree to execute and deliver such documents. Nothing in this Agreement will be construed as an assignment of, or attempt to assign to ▇▇▇▇▇, an Assumed Contract until applicable Acquired Asset if the requisite consent had been obtained and such Acquired Asset had been assigned to Purchaser). In particular, in the event that any requisite consent is obtainednot obtained prior to Closing, then Purchaser and Seller shall enter into such arrangements (including sublicensing, subleasing or subcontracting if permitted) to provide to Purchaser the economic and operational equivalent of obtaining such requisite consent and assigning such Acquired Asset or right, including enforcement for the benefit of Purchaser of all claims or rights arising thereunder, and the performance by Purchaser of the obligations thereunder. Seller shall take all actions reasonably requested by Purchaser to enforce its rights under any such Acquired Assets including the assertion and enforcement of any right, claim, presentation, demand or draw under or with respect to any such Acquired Assets.

Unassignable Contracts. (a) If any rights, benefits or remedies (Notwithstanding anything in this sectionAgreement to the contrary, this Agreement shall not constitute an agreement to assign any Acquired Asset or right that is included in the "Rights") under any Assumed Contracts are Acquired Assets but is not assignable by Seller to Buyers or transferable without the consent of any Person, other than Purchaser or any of its Affiliates, or for which assignment without such consent would constitute a breach or in any way adversely affect the counterparty rights of Purchaser Bank thereunder to the contract, and extent that such consent has shall not have been obtained before prior to the Closing; provided, thenhowever, following that Seller and Bank shall have the continuing obligation after the Closing and until such time that such unassigned Contracts are assigned to Buyer: (i) Seller shall hold the Rights (including, without limitation, all rights to receive payments under the Assumed Contracts and any money actually received by Seller under or in respect of any Assumed Contract) in trust for the benefit of Buyers as bare trustee; (ii) Seller shall use all reasonable efforts to endeavor to obtain such all necessary consents and do all such things as may be reasonably necessary to transfer the Assumed Contracts and the Rights to Buyers (but excluding any obligation of Seller to make any payment); (iii) Seller shall, at the request and expense and under the direction of Buyer, in the name of Seller or otherwise as Buyers specifies, take all such actions and do all such things as are, in the opinion of Buyer, necessary or desirable in order that obligations of Seller under such Assumed Contracts may be performed in a manner such that the value of the Rights will be preserved and will enure to the benefit of Buyers assignment thereof and, upon obtaining the requisite third party consents thereto, such agreement, license or right, shall be transferred and such that all money receivable under such Assumed Contract may be received by Buyer; (iv) Seller shall pay over assigned to Buyers the money collected by ▇▇▇▇▇▇ after the Closing Date pursuant to the Assumed Contracts (which money is held in trust by Seller for the benefit of Buyer) within 30 days of receiving such money; (v) Seller shall maintain its existence, and shall continue to be licensed, registered or otherwise qualified and authorized to conduct its affairs and carry on business as is necessary to fulfill its obligations as set out in this Section 2.12; and (vi) if permitted by the counterparty to an Assumed Contract and provided that, in ▇▇▇▇▇'s opinion, it would not be prejudicial to Buyer's rights to do so, Buyers may perform the obligations under such Assumed Contract on behalf of Seller, and will indemnify Seller against all liabilities, costs and expenses incurred from the performance of such obligationsPurchaser Bank hereunder. (b) If With respect to any such consent for an Assumed Contract Acquired Asset or right included in the Acquired Assets that is obtained pursuant not assigned to Purchaser Bank at the Closing by reason of Section 2.12(a2.8(a), such Assumed Contract will be immediately after the Closing and until the applicable requisite consents are obtained and the foregoing sold and assigned to Buyers Purchaser Bank, Seller and Buyers will assume Bank shall provide to Purchaser Bank the benefits under each such Acquired Asset or right (with Purchaser Bank responsible for all liabilities and obligations under such Assumed Contract. If any further documents are required to give effect thereunder to the assignment, extent it would be liable under the Parties agree to execute and deliver such documents. Nothing in this Agreement will be construed as an assignment of, or attempt to assign to ▇▇▇▇▇, an Assumed Contract until applicable Acquired Asset if the requisite consent had been obtained and such Acquired Asset had been assigned to Purchaser Bank). In particular, in the event that any requisite consent is obtainednot obtained prior to Closing, then Purchaser and Seller shall enter into such arrangements or cause Purchaser Bank and an Affiliate of Seller, respectively, to enter into such arrangements (including sublicensing, subleasing or subcontracting if permitted) to provide to Purchaser Bank the economic and operational equivalent of obtaining such requisite consent and assigning such Acquired Asset or right, including enforcement for the benefit of Purchaser Bank of all claims or rights arising thereunder, and the performance by Purchaser Bank of the obligations thereunder. Seller shall take all actions reasonably requested by Purchaser or Purchaser Bank to enforce its rights under any such Acquired Assets including the assertion and enforcement of any right, claim, presentation, demand or draw under or with respect to any such Acquired Assets.

Unassignable Contracts. Notwithstanding anything herein to the contrary, if (a) If any rights, benefits or remedies (in this section, the "Rights") under any Assumed Contracts are Contract is not assignable by Seller to Buyers without capable of being sold, conveyed, transferred or assigned in the consent absence of the counterparty approval, consent or waiver of any other Person (without breaching, violating, defaulting under, conflicting with, giving rise to the contractor creating any right to accelerate, increase, terminate, modify or cancel any material right or obligation or creating any Encumbrance, other than a Permitted Encumbrance, under, such Assumed Contract) and (b) all necessary approvals, consents or waivers of any such consent has other Person (including any party to such Assumed Contract) have not been obtained at or before Closing, thenthen (1) Buyer hereby assumes and agrees to pay, following Closing perform and until such time that such unassigned Contracts are assigned to Buyer: (i) Seller shall hold satisfy when due the Rights (including, without limitation, all rights to receive payments under Liabilities of the Assumed Contracts and any money actually received by Seller under or in respect of any Assumed Contract) in trust for the benefit of Buyers as bare trustee; (ii) Seller shall use all reasonable efforts to obtain such consents and do all such things as may be reasonably necessary to transfer the Assumed Contracts and the Rights to Buyers (but excluding any obligation of Seller to make any payment); (iii) Seller shall, at the request and expense and under the direction of Buyer, in the name of Seller or otherwise as Buyers specifies, take all such actions and do all such things as are, in the opinion of Buyer, necessary or desirable in order that obligations of Seller under such Assumed Contracts may Contract (but not such Assumed Contract itself) to the extent that such Liabilities would otherwise be performed in a manner such that an Assumed Liability, (2) the value rights and benefits of the Rights will be preserved and will enure to the benefit of Buyers and such that all money receivable Seller under such Assumed Contract may be received by Buyer; or resulting therefrom (iv) Seller shall pay over to Buyers the money collected by ▇▇▇▇▇▇ after the Closing Date pursuant to the Assumed Contracts (which money is held in trust by Seller for the benefit of Buyer) within 30 days of receiving such money; (v) Seller shall maintain its existence, and shall continue to be licensed, registered or otherwise qualified and authorized to conduct its affairs and carry on business as is necessary to fulfill its obligations as set out in this Section 2.12; and (vi) if permitted by the counterparty to an Assumed Contract and provided that, in ▇▇▇▇▇'s opinion, it would but not be prejudicial to Buyer's rights to do so, Buyers may perform the obligations under such Assumed Contract on behalf of itself), to the extent that such rights and benefits would otherwise be an Acquired Asset, are hereby sold, conveyed, transferred and assigned to Buyer and (3) after Closing, the Seller will, at the Seller’s expense, use its commercially reasonable efforts to assist Buyer in attempting to obtain such necessary approvals, consents or waivers and will indemnify Seller against promptly execute all liabilitiesdocuments reasonably requested or necessary to complete such sale, costs conveyance, transfer and expenses incurred from the performance assignment of such obligations. (b) If any such consent for an Assumed Contract is obtained pursuant to Section 2.12(a), such Assumed Contract will be immediately assigned to Buyers and Buyers will assume all obligations under Buyer if such approvals, consents or waivers are obtained. If, with respect to any such Assumed Contract. If any further documents , such necessary approvals, consents or waivers are required not obtained and such sale, conveyance, transfer and assignment of such Assumed Contract to give effect Buyer is not completed, then the Seller and Buyer will negotiate in good faith to the assignment, determine and enter into replacement arrangements such that the Parties agree are situated as close as is reasonably possible to execute circumstances (financially and deliver all other) as they otherwise would be had such documents. Nothing in this Agreement will be construed as an sale, conveyance, transfer and assignment of, or attempt to assign to ▇▇▇▇▇, an Assumed Contract until the requisite consent is obtainedbeen completed.

Unassignable Contracts. Notwithstanding anything herein to the contrary, if (a) If any rights, benefits or remedies (in this section, the "Rights") under any Assumed Contracts are Contract is not assignable by Seller to Buyers without capable of being sold, conveyed, transferred or assigned in the consent absence of the counterparty approval, consent or waiver of any other Person (without breaching, violating, defaulting under, conflicting with, giving rise to the contractor creating any right to accelerate, increase, terminate, modify or cancel any material right or obligation or creating any Encumbrance, other than a Permitted Encumbrance, under, such Assumed Contract) and (b) all necessary approvals, consents or waivers of any such consent has other Person (including any party to such Assumed Contract) have not been obtained at or before Closing, thenthen (1) Buyer hereby assumes and agrees to pay, following Closing perform and until such time that such unassigned Contracts are assigned to Buyer: (i) Seller shall hold satisfy when due the Rights (including, without limitation, all rights to receive payments under the Assumed Contracts and any money actually received by Seller under or in respect of any Assumed Contract) in trust for the benefit of Buyers as bare trustee; (ii) Seller shall use all reasonable efforts to obtain such consents and do all such things as may be reasonably necessary to transfer the Assumed Contracts and the Rights to Buyers (but excluding any obligation of Seller to make any payment); (iii) Seller shall, at the request and expense and under the direction of Buyer, in the name of Seller or otherwise as Buyers specifies, take all such actions and do all such things as are, in the opinion of Buyer, necessary or desirable in order that obligations of Seller under such Assumed Contracts may be performed in a manner such that the value Liabilities of the Rights will be preserved and will enure to the benefit of Buyers and such that all money receivable Company under such Assumed Contract may be received by Buyer; (ivbut not such Assumed Contract itself) Seller shall pay over to Buyers the money collected by ▇▇▇▇▇▇ after the Closing Date pursuant to the Assumed Contracts (which money is held in trust by Seller for the benefit of Buyer) within 30 days of receiving extent that such money; (v) Seller shall maintain its existence, and shall continue to Liabilities would otherwise be licensed, registered or otherwise qualified and authorized to conduct its affairs and carry on business as is necessary to fulfill its obligations as set out in this Section 2.12; and (vi) if permitted by the counterparty to an Assumed Contract Liability, (2) the rights and provided that, in ▇▇▇▇▇'s opinion, it would not be prejudicial to Buyer's rights to do so, Buyers may perform benefits of the obligations Company under such Assumed Contract on behalf of Seller, and will indemnify Seller against all liabilities, costs and expenses incurred from the performance of such obligations. or resulting therefrom (b) If any such consent for an Assumed Contract is obtained pursuant to Section 2.12(a), but not such Assumed Contract will itself), to the extent that such rights and benefits would otherwise be immediately an Acquired Asset, are hereby sold, conveyed, transferred and assigned to Buyers Buyer, and Buyers (3) after Closing, the Company will assume use its commercially reasonable efforts to assist Buyer in attempting to obtain such necessary approvals, consents or waivers and will promptly execute all obligations documents reasonably requested or necessary to complete such sale, conveyance, transfer and assignment of such Assumed Contract to Buyer if such approvals, consents or waivers are obtained, with any expenses incurred by the Company under this Section 1.6 being borne equally by the Company and Buyer. If, with respect to any such Assumed Contract. If any further documents , such necessary approvals, consents or waivers are required not obtained and such sale, conveyance, transfer and assignment of such Assumed Contract to give effect Buyer is not completed, then the Company and Buyer will negotiate in good faith to the assignment, determine and enter into replacement arrangements such that the Parties agree are situated as close as is reasonably possible to execute circumstances (financially and deliver all other) as they otherwise would be had such documentssale, conveyance, transfer and assignment been completed. Nothing in this Agreement will be construed as an assignment of, or attempt to assign to ▇▇▇▇▇, an Assumed Contract until the requisite consent is obtained.Table of Contents

Unassignable Contracts. Seller shall use commercially reasonable efforts to obtain, prior to Closing, all consents and approvals required to the assignment of the Assumed Contracts to Buyer effective as of the Effective Time. Notwithstanding anything herein to the contrary, if (a) If any rights, benefits or remedies (in this section, the "Rights") under any Assumed Contracts are Contract is not assignable by Seller to Buyers without capable of being sold, conveyed, transferred, novated or assigned in the consent absence of the counterparty approval, consent or waiver of any other Person (without breaching, violating, defaulting under, conflicting with, giving rise to the contractor creating any right to accelerate, increase, terminate, modify or cancel any material right or obligation or creating any Encumbrance under, such Assumed Contract) and (b) all necessary approvals, consents or waivers of any such consent has other Person (including any party to such Assumed Contract) have not been obtained at or before Closing, then, following Closing and until such time that such unassigned Contracts are assigned to Buyer: then (i) at Closing and effective as of the Effective Time, Buyer will assume and agree to pay, perform and satisfy when due, and indemnify Seller shall hold against, the Rights (including, without limitation, all rights to receive payments under the Assumed Contracts and any money actually received by Seller under or in respect of any Assumed Contract) in trust for the benefit of Buyers as bare trustee; (ii) Seller shall use all reasonable efforts to obtain such consents and do all such things as may be reasonably necessary to transfer the Assumed Contracts and the Rights to Buyers (but excluding any obligation of Seller to make any payment); (iii) Seller shall, at the request and expense and under the direction of Buyer, in the name of Seller or otherwise as Buyers specifies, take all such actions and do all such things as are, in the opinion of Buyer, necessary or desirable in order that obligations liabilities of Seller under such Assumed Contracts may be performed in a manner Contract (but not such that the value of the Rights will be preserved and will enure Assumed Contract itself) to the benefit extent that such Liabilities would otherwise be an Assumed Liability, (ii) the rights and benefits of Buyers and such that all money receivable Seller under such Assumed Contract may be received by Buyer; or resulting therefrom (iv) Seller shall pay over to Buyers the money collected by ▇▇▇▇▇▇ after the Closing Date pursuant to the Assumed Contracts (which money is held in trust by Seller for the benefit of Buyer) within 30 days of receiving such money; (v) Seller shall maintain its existence, and shall continue to be licensed, registered or otherwise qualified and authorized to conduct its affairs and carry on business as is necessary to fulfill its obligations as set out in this Section 2.12; and (vi) if permitted by the counterparty to an Assumed Contract and provided that, in ▇▇▇▇▇'s opinion, it would but not be prejudicial to Buyer's rights to do so, Buyers may perform the obligations under such Assumed Contract on behalf itself), to the extent that such rights and benefits would otherwise be an Acquired Asset, at Closing and effective as of Sellerthe Effective Time will be sold, conveyed, transferred and assigned to Buyer and (iii) after Closing and effective as of the Effective Time, Seller will use its commercially reasonable efforts to cooperate with Buyer obtain such necessary approvals, consents or waivers (provided that Seller will not be required to make any payment or offer or grant any accommodation, financial or otherwise, to any third party to obtain any such approval, consent or waiver) and will indemnify Seller against promptly execute all liabilitiesdocuments reasonably requested to complete such sale, costs conveyance, transfer and expenses incurred from the performance assignment of such obligations. (b) If any such consent for an Assumed Contract is obtained pursuant to Section 2.12(a), such Assumed Contract will be immediately assigned to Buyers and Buyers will assume all obligations under such Assumed Contract. If any further documents are required to give effect Buyer (to the assignmentextent stated in any other Section herein) if such approvals, the Parties agree to execute and deliver such documents. Nothing in this Agreement will be construed as an assignment of, consents or attempt to assign to ▇▇▇▇▇, an Assumed Contract until the requisite consent is waivers are obtained.

Unassignable Contracts. Notwithstanding anything herein to the contrary, if (a) If any rights, benefits or remedies (in this section, the "Rights") under any Assumed Contracts are Contract is not assignable by Seller to Buyers without capable of being sold, conveyed, transferred or assigned in the consent absence of the counterparty approval, consent or waiver of any other Person (without breaching, violating, defaulting under, conflicting with, giving rise to the contractor creating any right to accelerate, increase, terminate, modify or cancel any material right or obligation or creating any Encumbrance, other than a Permitted Encumbrance, under, such Assumed Contract), and (b) all necessary approvals, consents or waivers of any such consent has other Person (including any party to such Assumed Contract) have not been obtained at or before the Closing, thenthen (1) Buyer hereby assumes and agrees to pay, following Closing perform and until such time that such unassigned Contracts are assigned to Buyer: (i) Seller shall hold satisfy when due the Rights (including, without limitation, all rights to receive payments under the Assumed Contracts and any money actually received by Seller under or in respect of any Assumed Contract) in trust for the benefit of Buyers as bare trustee; (ii) Seller shall use all reasonable efforts to obtain such consents and do all such things as may be reasonably necessary to transfer the Assumed Contracts and the Rights to Buyers (but excluding any obligation of Seller to make any payment); (iii) Seller shall, at the request and expense and under the direction of Buyer, in the name of Seller or otherwise as Buyers specifies, take all such actions and do all such things as are, in the opinion of Buyer, necessary or desirable in order that obligations of Seller under such Assumed Contracts may be performed in a manner such that the value Liabilities of the Rights will be preserved and will enure to the benefit of Buyers and such that all money receivable Company under such Assumed Contract may (but not such Assumed Contract itself) to the extent that such Liabilities would otherwise be received by an Assumed Liability, (2) the rights and benefits of the Company under such Assumed Contract or resulting therefrom (but not such Assumed Contract itself), to the extent that such rights and benefits would otherwise be an Acquired Asset, to the extent transferable, are hereby sold, conveyed, transferred and assigned to Buyer; , and (iv3) Seller shall pay over for a period of 6 months after the Closing, the Company will use its commercially reasonable efforts to Buyers the money collected by ▇▇assist B▇▇▇▇ after the Closing Date pursuant in attempting to the Assumed Contracts (which money is held in trust by Seller for the benefit of Buyer) within 30 days of receiving obtain such money; (v) Seller shall maintain its existencenecessary approvals, consents or waivers and shall continue to be licensed, registered will promptly execute all documents reasonably requested or otherwise qualified and authorized to conduct its affairs and carry on business as is necessary to fulfill its obligations as set out in this Section 2.12; and (vi) if permitted by the counterparty to an Assumed Contract complete such sale, conveyance, transfer and provided that, in ▇▇▇▇▇'s opinion, it would not be prejudicial to Buyer's rights to do so, Buyers may perform the obligations under assignment of such Assumed Contract on behalf of Sellerto Buyer (to the extent stated in any other Section herein) if such approvals, and will indemnify Seller against all liabilitiesconsents or waivers are obtained. If, costs and expenses incurred from the performance of such obligations. (b) If with respect to any such consent for an Assumed Contract is Contract, such necessary approvals, consents or waivers are not obtained pursuant to Section 2.12(a)and such sale, conveyance, transfer and assignment of such Assumed Contract to Buyer is not completed, then the Company and Buyer will be immediately assigned negotiate in good faith to Buyers determine and Buyers will assume all obligations under enter into replacement arrangements such Assumed Contract. If any further documents are required to give effect to the assignment, that the Parties agree are situated as close as is reasonably possible to execute circumstances (financially and deliver all other) as they otherwise would be had such documents. Nothing in this Agreement will be construed as an sale, conveyance, transfer and assignment of, or attempt to assign to ▇▇▇▇▇, an Assumed Contract until the requisite consent is obtainedbeen completed.

Unassignable Contracts. Notwithstanding anything herein to the contrary, if (a) If any rights, benefits or remedies (in this section, the "Rights") under any Assumed Contracts are Contract is not assignable by Seller to Buyers without capable of being sold, conveyed, transferred or assigned in the consent absence of the counterparty approval, consent or waiver of any other Person (without breaching, violating, defaulting under, conflicting with, giving rise to the contractor creating any right to accelerate, increase, terminate, modify or cancel any material right or obligation or creating any Encumbrance, other than a Permitted Encumbrance, under, such Assumed Contract) and (b) all necessary approvals, consents or waivers of any such consent has other Person (including any party to such Assumed Contract) have not been obtained at or before Closing, thenthen (1) Buyer hereby assumes and agrees to pay, following Closing perform and until such time that such unassigned Contracts are assigned to Buyer: (i) Seller shall hold satisfy when due the Rights (including, without limitation, all rights to receive payments under the Assumed Contracts and any money actually received by Seller under or in respect of any Assumed Contract) in trust for the benefit of Buyers as bare trustee; (ii) Seller shall use all reasonable efforts to obtain such consents and do all such things as may be reasonably necessary to transfer the Assumed Contracts and the Rights to Buyers (but excluding any obligation of Seller to make any payment); (iii) Seller shall, at the request and expense and under the direction of Buyer, in the name of Seller or otherwise as Buyers specifies, take all such actions and do all such things as are, in the opinion of Buyer, necessary or desirable in order that obligations of Seller under such Assumed Contracts may be performed in a manner such that the value Liabilities of the Rights will be preserved and will enure to the benefit of Buyers and such that all money receivable Company under such Assumed Contract may be received by Buyer; (ivbut not such Assumed Contract itself) Seller shall pay over to Buyers the money collected by ▇▇▇▇▇▇ after the Closing Date pursuant to the Assumed Contracts (which money is held in trust by Seller for the benefit of Buyer) within 30 days of receiving extent that such money; (v) Seller shall maintain its existence, and shall continue to Liabilities would otherwise be licensed, registered or otherwise qualified and authorized to conduct its affairs and carry on business as is necessary to fulfill its obligations as set out in this Section 2.12; and (vi) if permitted by the counterparty to an Assumed Contract Liability, (2) the rights and provided that, in ▇▇▇▇▇'s opinion, it would not be prejudicial to Buyer's rights to do so, Buyers may perform benefits of the obligations Company under such Assumed Contract on behalf of Seller, and will indemnify Seller against all liabilities, costs and expenses incurred from the performance of such obligations. or resulting therefrom (b) If any such consent for an Assumed Contract is obtained pursuant to Section 2.12(a), but not such Assumed Contract will itself), to the extent that such rights and benefits would otherwise be immediately an Acquired Asset, are hereby sold, conveyed, transferred and assigned to Buyers Buyer and Buyers (3) after Closing, the Company will, at the Company’s expense, use its commercially reasonable efforts to assist Buyer in attempting to obtain such necessary approvals, consents or waivers and will assume promptly execute all obligations under documents reasonably requested or necessary to complete such sale, conveyance, transfer and assignment of such Assumed ContractContract to Buyer if such approvals, consents or waivers are obtained. If If, with respect to any further documents such Assumed Contract to which the other party is a supplier or vendor, such necessary approvals, consents or waivers are required not obtained and such sale, conveyance, transfer and assignment of such Assumed Contract to give effect Buyer is not completed, then the Company and Buyer will negotiate in good faith to the assignment, determine and enter into replacement arrangements such that the Parties agree are situated as close as is reasonably possible to execute circumstances (financially and deliver all other) as they otherwise would be had such documents. Nothing in this Agreement will be construed as an sale, conveyance, transfer and assignment of, or attempt to assign to ▇▇▇▇▇, an Assumed Contract until the requisite consent is obtainedbeen completed.

Unassignable Contracts. Notwithstanding anything herein to the contrary, if (a) If any rights, benefits or remedies (in this section, the "Rights") under any Assumed Contracts are Contract is not assignable by Seller to Buyers without capable of being sold, conveyed, transferred or assigned in the consent absence of the counterparty approval, consent or waiver of any other Person (without breaching, violating, defaulting under, conflicting with, giving rise to the contractor creating any right to accelerate, increase, terminate, modify or cancel any material right or obligation or creating any Encumbrance, other than a Permitted Encumbrance, under, such Assumed Contract) and (b) all necessary approvals, consents or waivers of any such consent has other Person (including any party to such Assumed Contract) have not been obtained at or before Closing, thenthen (1) Buyer hereby assumes and agrees to pay, following Closing perform and until such time that such unassigned Contracts are assigned to Buyer: (i) Seller shall hold satisfy when due the Rights (including, without limitation, all rights to receive payments under the Assumed Contracts and any money actually received by Seller under or in respect of any Assumed Contract) in trust for the benefit of Buyers as bare trustee; (ii) Seller shall use all reasonable efforts to obtain such consents and do all such things as may be reasonably necessary to transfer the Assumed Contracts and the Rights to Buyers (but excluding any obligation of Seller to make any payment); (iii) Seller shall, at the request and expense and under the direction of Buyer, in the name of Seller or otherwise as Buyers specifies, take all such actions and do all such things as are, in the opinion of Buyer, necessary or desirable in order that obligations of Seller under such Assumed Contracts may be performed in a manner such that the value Liabilities of the Rights will be preserved and will enure to the benefit of Buyers and such that all money receivable Company under such Assumed Contract may be received by Buyer; (ivbut not such Assumed Contract itself) Seller shall pay over to Buyers the money collected by ▇▇▇▇▇▇ after the Closing Date pursuant to the Assumed Contracts (which money is held in trust by Seller for the benefit of Buyer) within 30 days of receiving extent that such money; (v) Seller shall maintain its existence, and shall continue to Liabilities would otherwise be licensed, registered or otherwise qualified and authorized to conduct its affairs and carry on business as is necessary to fulfill its obligations as set out in this Section 2.12; and (vi) if permitted by the counterparty to an Assumed Contract Liability, (2) the rights and provided that, in ▇▇▇▇▇'s opinion, it would not be prejudicial to Buyer's rights to do so, Buyers may perform benefits of the obligations Company under such Assumed Contract on behalf of Seller, and will indemnify Seller against all liabilities, costs and expenses incurred from the performance of such obligations. or resulting therefrom (b) If any such consent for an Assumed Contract is obtained pursuant to Section 2.12(a), but not such Assumed Contract will itself), to the extent that such rights and benefits would otherwise be immediately an Acquired Asset, are hereby sold, conveyed, transferred and assigned to Buyers Buyer, and Buyers (3) after Closing, the Company will assume use its commercially reasonable efforts to assist Buyer in attempting to obtain such necessary approvals, consents or waivers and will promptly execute all obligations documents reasonably requested or necessary to complete such sale, conveyance, transfer and assignment of such Assumed Contract to Buyer if such approvals, consents or waivers are obtained, with any expenses incurred by the Company under this Section 1.6 being borne equally by the Company and Buyer. If, with respect to any such Assumed Contract. If any further documents , such necessary approvals, consents or waivers are required not obtained and such sale, conveyance, transfer and assignment of such Assumed Contract to give effect Buyer is not completed, then the Company and Buyer will negotiate in good faith to the assignment, determine and enter into replacement arrangements such that the Parties agree are situated as close as is reasonably possible to execute circumstances (financially and deliver all other) as they otherwise would be had such documents. Nothing in this Agreement will be construed as an sale, conveyance, transfer and assignment of, or attempt to assign to ▇▇▇▇▇, an Assumed Contract until the requisite consent is obtainedbeen completed.