Common use of Assignment of Assets Clause in Contracts

Assignment of Assets. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior to the Closing, including but not limited to the following: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Assignor’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Assignor shall reasonably cooperate with Assignee in any reasonable arrangement designed to provide Assignee the benefits thereunder or any claim or right arising thereunder); (f) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (i) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Assignor and to conduct Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.

Assignment of Assets. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior (i) Anything in this Agreement to the Closing, including but not limited to the following: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Assignor’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms or the assignment thereof shall require the consent or approval of another party theretocontrary notwithstanding, this Agreement shall not constitute an assignment agreement to assign any claim, right, benefit, Contract, lease, license or other agreement to which Honeywell, any Seller or any Transferred Entity is a party (including the Material Contracts) (collectively, the “Interests”), if such Interest is not capable of being sold, conveyed, transferred or assigned without any third-party consent which has not been obtained by (or does not remain in full force and effect at) the Closing, unless and until such third-party consent with respect to such Interest (a “Retained Interest”) is obtained, at which time such Retained Interest shall be deemed to be sold, conveyed, transferred and assigned in accordance with Section 1.1(d) and shall cease to be a Retained Interest. (ii) To the extent the third-party consents necessary to sell, convey, transfer or assign any Interest has not been obtained (or does not remain in full force and effect) as of the Closing, Sellers and Purchaser shall, while such Interest remains a Retained Interest, use their commercially reasonable best efforts to (A) cooperate in any reasonable and lawful arrangements designed to provide the benefits of such Retained Interest to Purchaser, subject to the terms of and to the extent permitted by such Interest and Purchaser shall promptly pay or satisfy the corresponding liabilities and obligations to the extent Purchaser would have been responsible therefor if such third-party consent had been obtained, and such Retained Interest had been transferred to Purchaser as of the Closing, but only to the extent Purchaser obtains the benefits of such Retained Interest; and (B) enforce, at the request of Purchaser, and subject to Purchaser’s prompt reimbursement of Sellers’ out of pocket costs, any rights of Sellers arising from such Retained Interest against the issuer thereof if an attempted assignment would be or the other party or parties thereto (including the right to elect to terminate any such Retained Interest in violation of accordance with the terms thereof upon the advice of Purchaser). The failure of any third-party consent under any Contract, lease, license or other agreement to which Honeywell, any Seller or any Transferred Entity is a party to be obtained or any circumstances resulting therefrom shall not, individually or in the aggregate, constitute a Business Material Adverse Effect or a breach by any Seller of any representation, warranty, condition, covenant or agreement contained in this Agreement (other than, if such consent is not obtained prior breached, Sections 3.4 and 5.5(b)), except with respect to the Effective Time, and condition set forth in lieu thereof Assignor shall reasonably cooperate with Assignee in any reasonable arrangement designed to provide Assignee the benefits thereunder or any claim or right arising thereunder); (f) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (i) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Assignor and to conduct Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned AssetsSection 6.4.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.

Assignment of Assets. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof Seller immediately prior to the Closing, including but not limited to the following: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of AssignorSeller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that, that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective TimeClosing, and in lieu thereof Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (fe) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx xxx or recover for the infringement or misappropriation thereof, but excluding any intellectual property related to the name of Seller; (gf) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (hg) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and, but excluding all business, tax, corporate and other records identified in Section 3.4 below; (ih) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Assignor Seller and to conduct AssignorSeller’s business as it is presently conducted; and (i) all real property or interests therein. all of the foregoing being referred to herein as the “Assigned Assets.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.”

Assignment of Assets. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof immediately prior to the ClosingEffective Time, including but not limited to the following, but excluding in all cases the capital stock of Georgia REIT and Split-Off Subsidiary : (a) all cash and cash equivalents; (b) all accounts receivable and notes receivable, including intercompany notes receivable, together with all interest in all collateral provided as security therefore; (c) all inventories of raw materials, work in process, parts, supplies and finished productsinventories; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, including, without limitation, all issued and outstanding shares of Casinos USA, Inc. (“Bull Durham”), Doc Xxxxxxxx Casinos II, LLC (“Doc Xxxxxxxx”) and Global Gaming Technologies, LLC, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of AssignorSeller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that, that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (f) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx xxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (h) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (i) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Assignor Seller and to conduct AssignorSeller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.”

Assignment of Assets. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior to the Closing, including but not limited to the following: (a) Buyer agrees to assume and Seller agrees to assign to Buyer all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licensesthe Contracts set forth on Schedule 3.1(j), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Assignor’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to except for the foregoing Contracts set forth on Schedule 1.4(a) (provided that"Excluded Contracts"). Notwithstanding the foregoing, to the extent that any of lease, contract, license, permit, agreement, sales or purchase order, commitment, property interest, qualification or other Asset described in Section 1.1, and not constituting an Excluded Contract or otherwise excluded in Section 1.2, to be sold, assigned or conveyed to Buyer, cannot be sold, assigned or conveyed, without the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms or the assignment thereof shall require the approval, consent or approval waiver of another party theretoany third person, or if such sale, assignment or conveyance or attempted sale, assignment or conveyance would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, "Impracticalities"), this Agreement shall not (unless and until such Impracticality is resolved) constitute or require a sale, assignment or conveyance thereof, or an attempted sale, assignment or conveyance thereof, and each Contract covered by the foregoing sentence (a "Temporary Excluded Contract") shall be deemed to be an Excluded Contract unless and until the Impracticalities applicable to it are resolved. The foregoing sentence shall not be deemed to limit any representation or warranty made by Seller pursuant to this Agreement. (b) Buyer and Seller shall each use commercially reasonable efforts, and shall cooperate with each other, to resolve any Impracticalities necessary to sell, assign or convey the Assets to Buyer as soon as practicable, provided that neither Seller nor Buyer shall be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. (c) With respect to any asset, contract, lease, agreement, permit, license, interest or other right of Seller (other than any Excluded Contract) which is not included in the Assets assigned to Buyer at the Closing by reason of the immediately preceding paragraphs of this Section 1.4, after the Closing), (i) the parties shall cooperate with each other, upon written request, in endeavoring to obtain the requisite third-party consent(s) to the assignment thereof if an attempted assignment would be to Buyer (or the resolution of any other Impracticalities), without either party being obligated, however, to make any payment to any such third party which is not otherwise due in violation of the terms thereof or if order to obtain such consent is not obtained prior or resolution, unless Buyer shall make such payment or agree to the Effective Timereimburse Seller for such payment, and (ii) if any such requisite consent cannot be obtained, Seller shall use its commercially reasonable efforts in lieu thereof Assignor shall endeavoring to obtain for Buyer, at no cost to Seller, an arrangement reasonably cooperate with Assignee in any reasonable arrangement acceptable to Buyer designed to provide Assignee for Buyer the benefits thereunder or any claim or right arising thereunder); thereof (f) subject to assumption and performance of all intellectual property, including but not limited related liabilities in some other manner reasonably acceptable to issued patents, patent applications (whether or not patents are issued thereon Buyer and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (i) Seller to the extent legally assignablethey otherwise would be assumed by Buyer in accordance with this Agreement but for the failure to obtain such consent or resolve such Impracticality). A Temporary Excluded Contract shall cease to be an Excluded Contract for the purposes of this Agreement and shall be assigned to the Buyer when the Impracticalities applicable to it are resolved. (d) Provided that Seller complies with its obligations under Sections 1.4(b) and (c) above, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary Buyer agrees that Seller shall not have any liability whatsoever arising out of or relating to own, lease or operate the assets and properties of Assignor and failure to conduct Assignor’s business as it is presently conducted; all obtain any of the foregoing being referred to herein as the “Assigned Assets.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.consents set forth on Schedule 3.1(j)-D.

Assignment of Assets. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior to the Closing, including but not limited to the following: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Assignor’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related Notwithstanding anything to the foregoing contrary in this Agreement (provided thatbut subject to Sections 9.3 and 10.3) or any Ancillary Agreement, to the extent that any sale, conveyance, transfer or assignment or attempted sale, conveyance, transfer or assignment of the foregoing any Contract, Intellectual Property License or other Asset described in Section 2.1 to be sold, conveyed, transferred or assigned to Purchaser, or any claim or claim, right or benefit arising thereunder or resulting therefrom (collectively, the "Interests"), would constitute a breach under such related Asset or a violation of any applicable Laws, or such Interest is not assignable capable of being sold, conveyed, transferred or assigned without any Consent which has not been obtained by its terms (or does not remain in full force and effect at) the assignment thereof shall require the consent or approval of another party theretoClosing, this Agreement shall not constitute an a sale, conveyance, transfer or assignment thereof if thereof, or an attempted sale, conveyance, transfer or assignment would thereof, unless and until such Interest (a "Retained Interest") can be sold, conveyed, transferred and assigned in accordance with Section 2.1 without such a breach or violation of Laws or after such Consent is obtained, at which time such Retained Interest shall be deemed to be sold, conveyed, transferred and assigned in accordance with Section 2.1, whereupon it shall cease to be a Retained Interest. The foregoing does not limit Sellers' and Purchaser's obligations under the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Assignor shall reasonably cooperate with Assignee in any reasonable arrangement designed to provide Assignee the benefits thereunder or any claim or right arising thereunder);provisions of Section 8.4. (fb) all intellectual propertySellers and Purchaser shall, including but not limited during the remaining term of any Retained Interest, use their reasonable efforts to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (i) obtain any required third party Consent to the extent legally assignablesale, all licensesconveyance, permits, certificates, approvals transfer and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties assignment of Assignor and to conduct Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.” Notwithstanding the foregoing, the Assigned Assets such Interest (which shall not include any shares obligation of capital stock Sellers or Purchaser to pay any consideration therefor or agree to relinquish or modify any rights in exchange therefor); (ii) cooperate in any reasonable and lawful arrangements (that do not violate the terms of Assignee held by Assignorthe relevant Retained Interest) designed to provide the benefits of such Retained Interest to Purchaser, in which case Purchaser shall promptly pay or satisfy the corresponding liabilities and obligations to the extent Purchaser would have been responsible therefor if such Retained Interest had been transferred to Purchaser at the Closing; and (iii) enforce, at the request of Purchaser and subject to Purchaser's prompt reimbursement of Sellers' out of pocket costs, any rights of Sellers arising from such Retained Interest against the issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Retained Interest in accordance with the terms thereof upon the advice of Purchaser).

Assignment of Assets. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior Notwithstanding anything to the Closing, including but not limited to the following: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work contrary in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Assignor’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided thatthis Agreement, to the extent that any sale, conveyance, transfer or assignment of the foregoing any Purchased Assets, or any claim or claim, right or benefit arising thereunder or resulting therefrom (collectively, the “Interests”) contemplated hereunder is not assignable by its terms or the assignment thereof shall require permitted without the consent of any Person which consent has not been obtained at or approval of another party theretoprior to the Closing, this Agreement shall not be deemed to constitute an a sale, conveyance, transfer or assignment thereof if an attempted assignment would be in violation of the terms thereof or if any such Interest (a “Retained Interest”) unless and until such consent is not obtained prior obtained, at which time such Retained Interest shall be deemed to be sold, conveyed, transferred and assigned in accordance with the provisions hereunder, subject to any condition or provision contained in such consent, whereupon it shall cease to be a Retained Interest. With respect to any Retained Interest, this Agreement and the other Transaction Documents shall constitute an equitable assignment by Seller to Purchaser of all of Seller’s rights, benefits, title and interest in and to such Retained Interest to the Effective Timeextent permitted by Law, and Purchaser shall be deemed to be Seller’s agent for the purpose of performing, fulfilling and discharging Seller’s rights and obligations arising after the Closing Date under such Retained Interest. In furtherance of the foregoing, following Closing, until the completion of the transfer of all Retained Interests to Purchaser, Seller will, and it will cause its Affiliates to: (a) provide to Purchaser the benefits of each Retained Interest; (b) cooperate in lieu thereof Assignor shall reasonably cooperate with Assignee in any reasonable arrangement and lawful arrangements designed to provide Assignee such benefits to Purchaser; (c) enforce, at the benefits thereunder or any claim or right arising thereunder); (f) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon request of Purchaser and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx or recover for the infringement account and expense of Purchaser, any rights of Seller arising from or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements such Retained Interest; and (d) promptly pay over and remit to Purchaser without consideration any payments or other rights or benefits received by Seller or its Affiliates with customers and all uncompleted customer contracts and agreements; and (i) respect to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Assignor and to conduct Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsany such Retained Interests.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.

Assignment of Assets. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior to the Closing, including but not limited to the following: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work Anything in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Assignor’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related this Agreement to the foregoing contrary notwithstanding, this Agreement shall not constitute a sale, assignment, transfer or conveyance (provided thata "Transfer") or an agreement to Transfer any Assumed Contract or Permit, to the extent any of the foregoing or any claim or claim, right or benefit arising thereunder or resulting therefrom is not assignable by its terms or (collectively, the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof "Interests") if an attempted assignment Transfer thereof, without the consent, waiver, confirmation, novation or approval (a "Consent") of a third party, would constitute a breach or other contravention thereof, be ineffective or in violation any way adversely affect any rights thereunder, unless and until such Interest can be effectively Transferred without such breach, contravention or adverse effect, at which time each such Interest shall be deemed to be so Transferred. Until such Transfer, all such Interests shall be held in trust by Sequa or Sequa Chemicals for the sole benefit of Buyer. (b) To the extent any Consents necessary to Transfer any Interest have not been obtained or are not in effect as of the Closing Time, Sequa Chemicals, Sequa and Buyer shall, during the remaining term of such Interest, use all reasonable efforts to (i) cooperate in any reasonable and lawful arrangements designed to provide the benefits of such Interest to Buyer, in which case Buyer shall pay or satisfy the corresponding obligations for the enjoyment of such benefits to the extent Buyer would have been responsible therefor if such Consent had been obtained and such Interest had been transferred to Buyer; and (ii) enforce, at the request of Buyer and at Buyer's sole cost and expense, any rights of Sequa Chemicals arising from such Interest against the issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof or if such with the consent is not obtained prior to the Effective Time, and in lieu thereof Assignor shall reasonably cooperate with Assignee in any reasonable arrangement designed to provide Assignee the benefits thereunder or any claim or right arising thereunderof Buyer); (f) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (i) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Assignor and to conduct Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.

Assignment of Assets. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior to the Closing, including but not limited to the following: (a) all cash Buyers may, in their discretion by written notice to Sellers, designate any of the Purchased Assets as additional Excluded Assets, and cash equivalents;any of the Excluded Assets as additional Purchased Assets, which notice shall set forth in reasonable detail the Purchased Assets or Excluded Assets so designated. Buyers and Sellers acknowledge and agree that there shall be no reduction in the Purchase Price if Buyers elect to designate any Purchased Assets (other than Assumed Contracts) as Excluded Assets and there shall be no increase in the Purchase Price if Buyers elect to designate any Excluded Assets (other than Excluded Contracts) as Purchased Assets. Notwithstanding any other provision hereof, the Liabilities of Sellers under or related to any Purchased Asset excluded under this paragraph will constitute Excluded Liabilities. (b) all accounts receivable; Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset (cincluding any Assigned Contract) all inventories if (i) (A) prohibited by applicable Law, (B) an attempted assignment or transfer thereof would reasonably likely to subject Buyers, their Affiliates or any of raw materialstheir respective Representatives to civil or criminal Liability or (C) an attempted assignment or transfer thereof, work in processwithout the approval, partsauthorization or consent of, supplies and finished products; or granting or issuance of any license or permit by, any Third Party thereto (d) all righteach such action, title and interesta “Necessary Consent”), would constitute a breach, default or violation thereof or of record, beneficial any Law or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporationway adversely affect the rights of Buyers thereunder or (ii) the Bankruptcy Court has not entered an order approving such assignment or transfer. In the event such assignment or transfer is subject to a Necessary Consent being obtained, limited liability companySellers and Buyers will use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset (including any Assigned Contract) for the assignment or transfer thereof to Buyers, partnership as Buyers may reasonably request. If such Necessary Consent is not obtained, or other entityif an attempted assignment or transfer thereof would give rise to any of the circumstances described in clauses (i) or (ii) of the first sentence of this section, be ineffective or would adversely affect the rights of Buyers to such Purchased Asset following the Closing, (x) Sellers and Buyers will, and all bondswill cause their respective Affiliates to, debentures, notes or other securities; (e1) all rights, title and interests in, to and under all contracts, agreements, leases, licenses use commercially reasonable efforts (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Assignor’s rights thereunder cooperating with one another to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided thatobtain such Necessary Consents, to the extent feasible) as may be necessary so that Buyers would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, (2) complete any of the foregoing such assignments or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Timetransfers as soon as reasonably practicable, and in lieu thereof Assignor shall reasonably (3) upon receipt of any applicable Necessary Consents, to transfer or assign the applicable Purchased Asset to Buyers, and (y) Sellers will, and will cause their respective Affiliates to, cooperate with Assignee Buyers in good faith without further consideration in any reasonable arrangement designed reasonably acceptable to Buyers and Sellers intended to provide Assignee Buyers with the benefits thereunder or benefit of any claim or right arising thereunder); (f) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (i) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Assignor and to conduct Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned such Purchased Assets.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.

Assignment of Assets. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior to the Closing, including but not limited to the following: (a) all cash and cash equivalents; Prior to the Closing (b) all accounts receivable; (c) all inventories of raw materialsas defined in Section 2.1), work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entityeach Seller shall use its reasonable best efforts, and all bonds, debentures, notes or other securities; (e) all rights, title and interests inBuyer shall cooperate with Seller in such efforts, to and under obtain all non-governmental approvals, consents or waivers necessary to assign to Buyer all leases, contracts, licenses, agreements, leases, licenses (including software licenses), supply agreements, consulting agreementssales or purchase orders, commitments, purchase ordersproperty interests, customer orders qualifications or other assets described in Section 1.1 hereof and work ordersany claim, and including all of Assignor’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom (collectively, the "Interests") as soon as practicable; provided that neither Seller nor Buyer shall be obligated to pay any consideration for the foregoing approvals, consents or waivers to the third party from whom such approval, consent or waiver is requested. (b) Except with respect to the matters described on Exhibit C, to the extent any of the approvals, consents or waivers referred to in Section 1.3(a) hereof have not assignable been obtained by its terms Sellers as of the Closing Date, then the related Purchased Assets shall not be assigned to Buyer at the Closing, and, if Buyer so requests, Sellers, for a period of three (3) months after the Closing Date, shall continue to use their reasonable best efforts, and Buyer shall cooperate with Sellers in such efforts (without the payment of any consideration by Sellers or Buyer for such approvals, consents or waivers), to obtain such approvals, consents or waivers. Upon request by Buyer, for a period of three (3) months after the Closing Date, Sellers shall use their reasonable best efforts to, with Buyer reimbursing Sellers for their out-of-pocket expenses and indemnifying and holding harmless Sellers for any liabilities or obligations incurred by them: (i) cooperate with Buyer in any reasonable and lawful arrangements under which Buyer would obtain the benefits of, and assume the post-Closing obligations under, such Interest, and (ii) enforce for the account of Buyer any rights of either Seller arising from such Interest against the issuer thereof or the assignment thereof shall require other party or parties thereto (including the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be right to elect to terminate any such Interest in violation of accordance with the terms thereof upon the written advice of Buyer). Sellers will promptly pay (or if such consent is cause to be paid) to Buyer when received all amounts received by Sellers under any Interest. If, after the foregoing three (3) month period, the necessary consents, approvals or waivers have not been obtained prior to regarding the Effective TimeInterests, Buyer and in lieu thereof Assignor shall reasonably Sellers will cooperate with Assignee in any commercially reasonable arrangement designed to provide Assignee obviate the benefits thereunder need for such consent, approval or waiver (such as by prepaying all amounts remaining due under any claim or right arising thereunder); (f) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmittedproperty lease), unpatented inventions, product designs, copyrights (whether registered or unregisteredall at Buyer's expense. For purposes of this Section 1.3(b), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (i) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Assignor and to conduct Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.” Notwithstanding the foregoing, the Assigned Assets matters described on Exhibit C shall not include any shares of capital stock of Assignee held by Assignorbe deemed to be "Interests".

Assignment of Assets. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior Notwithstanding anything to the Closing, including but not limited to the following: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work contrary in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Assignor’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided thatthis Agreement, to the extent that any sale, conveyance, transfer or assignment of the foregoing any Assets, or any claim or claim, right or benefit arising thereunder or resulting therefrom (collectively, the “Interests”) contemplated hereunder is not assignable by its terms or the assignment thereof shall require permitted without the consent of any Person which consent has not been obtained at or approval of another party theretoprior to the Closing, this Agreement shall not be deemed to constitute an a sale, conveyance, transfer or assignment thereof if an attempted assignment would be in violation of the terms thereof or if any such Interest (a “Retained Interest”) unless and until such consent is not obtained prior obtained, at which time such Retained Interest shall be deemed to be sold, conveyed, transferred and assigned in accordance with the provisions hereunder, subject to any condition or provision contained in such consent, whereupon it shall cease to be a Retained Interest. With respect to any Retained Interest, this Agreement and the Transaction Documents shall constitute an equitable assignment by Seller to Buyer of all of Seller’s rights, benefits, title and interest in and to such Retained Interest to the Effective Timeextent permitted by Applicable Law, and Buyer shall be deemed to be Seller’s agent for the purpose of performing, fulfilling and discharging Seller’s rights and obligations arising after the Closing Date under such Retained Interest. In furtherance of the foregoing, following Closing, until the completion of the transfer of all Retained Interests to Buyer, Seller will, and (to the extent applicable) will cause its Affiliates to: (a) provide to Buyer the benefits of each Retained Interest; (b) cooperate in lieu thereof Assignor shall reasonably cooperate with Assignee in any reasonable arrangement and lawful arrangements designed to provide Assignee such benefits to Buyer; (c) enforce, at the benefits thereunder or any claim or right arising thereunder); (f) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon request of Buyer and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx or recover for the infringement account and expense of Buyer, any rights of Seller arising from or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements such Retained Interest; and (d) promptly pay over and remit to Buyer without consideration any payments or other rights or benefits received by Seller or its Affiliates with customers and all uncompleted customer contracts and agreements; and (i) respect to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Assignor and to conduct Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsany such Retained Interests.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.

Assignment of Assets. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior to the Closing, including but not limited to the following: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Assignor’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related Notwithstanding anything to the foregoing (provided thatcontrary in this Agreement, to the extent that any sale, conveyance, transfer or assignment or attempted sale, conveyance, transfer or assignment of the foregoing any Asset, or any claim or claim, right or benefit arising thereunder or resulting therefrom (collectively, the "Interests"), would constitute a violation of any applicable law or such Interest is not assignable capable of being sold, conveyed, transferred or assigned without any Consent which has not been obtained by its terms (or does not remain in full force and effect at) the assignment thereof shall require the consent or approval of another party theretoClosing, this Agreement shall not constitute an a sale, conveyance, transfer or assignment thereof if thereof, or an attempted sale, conveyance, transfer or assignment would thereof, unless and until such Interest (a "RETAINED INTEREST") can be sold, conveyed, transferred and assigned in accordance with Section 2.1 without such a breach or violation of law or such Consent is obtained, at which time such Retained Interest shall be deemed to be sold, conveyed, transferred and assigned in accordance with Section 2.1 and shall cease to be a Retained Interest. (b) To the extent that any Interest cannot be sold, conveyed, transferred or assigned without a breach or violation of law, or any of the Consents necessary to sell, convey, transfer or assign any Interest has not been obtained (or does not remain in full force and effect) as of the Closing Date, Seller and Purchaser shall, while such Interest remains a Retained Interest, use their reasonable best efforts to (i) cooperate in any reasonable and lawful arrangements designed to provide the benefits of such Retained Interest to Purchaser, and Purchaser shall promptly pay or satisfy the corresponding liabilities and obligations to the extent Purchaser would have been responsible therefor if there had been no such breach or violation of law, or such Consent had been obtained, and such Retained Interest had been transferred to Purchaser as of the Closing, but only to the extent Purchaser obtains the benefits of such Retained Interest and (ii) enforce, at the request of Purchaser, any rights of Seller arising from such Retained Interest against the issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Retained Interest in accordance with the terms thereof or if such consent is not obtained prior to upon the Effective Time, and in lieu thereof Assignor shall reasonably cooperate with Assignee in any reasonable arrangement designed to provide Assignee the benefits thereunder or any claim or right arising thereunderadvice of Purchaser); (f) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (i) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Assignor and to conduct Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.

Assignment of Assets. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior (i) Anything in this Agreement to the Closingcontrary notwithstanding, including but Sellers shall not limited sell, assign, convey or transfer to the following: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materialsPurchaser any Purchased Asset or any claim, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial right or otherwise, in and to and stock, membership interests, partnership interests benefit thereunder or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Assignor’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided thatarising therefrom, to the extent that an attempted assignment, transfer, sale or attempted sale of any Purchased Asset or any claim, right or benefit thereunder or arising therefrom to be sold, conveyed, transferred or assigned to Purchaser (collectively, the “Interests”) would constitute a breach or a violation of any applicable Law or if such Interest is not capable of being sold, conveyed, transferred or assigned without any third party consent which has not been obtained by (or does not remain in full force and effect at) the Closing, unless and until such Interest (a “Retained Interest”) can be sold, conveyed, transferred and assigned in accordance with Section 1.1(c) without such a breach, violation of Law or such third party consent is obtained, at which time such Retained Interest shall be deemed to be sold, conveyed, transferred and assigned in accordance with Section 1.1(c) and shall cease to be a Retained Interest. (ii) To the extent that any Interest cannot be sold, conveyed, transferred or assigned without a breach or violation of Law, or any of the foregoing third party consents necessary to sell, convey, transfer or assign any claim Interest has not been obtained (or right does not remain in full force and effect) as of the Closing Date, Sellers and Purchaser shall, while such Interest remains a Retained Interest, use their commercially reasonable efforts to (A) cooperate in any reasonable and lawful arrangements designed to provide the benefits of such Retained Interest to Purchaser (including performance by Sellers as agent), and Purchaser shall promptly pay or benefit satisfy the corresponding liabilities and obligations to the extent Purchaser would have been responsible therefor if there had been no such breach or violation of Law, or such third party consent had been obtained, and such Retained Interest had been transferred to Purchaser as of the Closing, but only to the extent Purchaser obtains the benefits of such Retained Interest; and (B) enforce, at the request of Purchaser, and subject to Purchaser’s prompt reimbursement of Sellers’ out of pocket costs, any rights of Sellers arising thereunder or resulting therefrom is not assignable by its terms from such Retained Interest against the issuer thereof or the assignment other party or parties thereto (including the right to elect to terminate any such Retained Interest in accordance with the terms thereof shall require upon the advice of Purchaser). The failure of any third party consent or approval to be obtained or the failure of another party thereto, this Agreement shall not any Interest to constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Assignor shall reasonably cooperate with Assignee in any reasonable arrangement designed to provide Assignee the benefits thereunder a Purchased Asset or any claim circumstances resulting therefrom shall not, individually or right arising thereunderin the aggregate, constitute a Business Material Adverse Effect or a breach by any Seller of any representation, warranty, condition, covenant or agreement contained in this Agreement, other than, if breached, Sections 3.4, 5.1 and 5.5(b); (f) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (i) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Assignor and to conduct Assignor’s business as it is presently conducted; all of provided that nothing in the foregoing being referred to herein as the “Assigned Assetsshall limit any rights of Purchaser under Section 6.3 or Article IX in respect of a breach of such Sections.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.

Assignment of Assets. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior to the Closing, including but not limited to the following: (a) all cash Buyer may, in its discretion by written notice to Sellers, designate any of the Purchased Assets as additional Excluded Assets, and cash equivalents;any of the Excluded Assets as additional Purchased Assets, which notice shall set forth in reasonable detail the Purchased Assets or Excluded Assets so designated. Buyer and Sellers acknowledge and agree that there shall be no reduction in the Purchase Price if Buyer elects to designate any Purchased Assets (other than Assumed Contracts) as Excluded Assets and there shall be no increase in the Purchase Price if Buyer elects to designate any Excluded Assets (other than Excluded Contracts) as Purchased Assets. Notwithstanding any other provision hereof, the Liabilities of Sellers under or related to any Purchased Asset excluded under this paragraph will constitute Excluded Liabilities. (b) all accounts receivable; Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset (cincluding any Assigned Contract) all inventories if (i) (A) prohibited by applicable Law, (B) an attempted assignment or transfer thereof would reasonably likely to subject Buyer, its Affiliates or any of raw materialsits or their respective Representatives to civil or criminal Liability or (C) an attempted assignment or transfer thereof, work in processwithout the approval, partsauthorization or consent of, supplies and finished products; or granting or issuance of any license or permit by, any third party thereto (d) all righteach such action, title and interesta “Necessary Consent”), would constitute a breach, default or violation thereof or of record, beneficial any Law or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporationway adversely affect the rights of Buyer thereunder or (ii) the Bankruptcy Court has not entered an order approving such assignment or transfer. In such event, limited liability company, partnership such assignment or other entity, transfer is subject to such Necessary Consent being obtained and all bonds, debentures, notes or other securities; (e) all rights, title Sellers and interests in, Buyer will use their commercially reasonable efforts to and under all contracts, agreements, leases, licenses obtain the Necessary Consents with respect to any such Purchased Asset (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Assignor’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that, to the extent any of the foregoing Assigned Contract) or any claim or right or any benefit arising thereunder for the assignment or resulting therefrom transfer thereof to Buyer as Buyer may reasonably request. If such Necessary Consent is not assignable by its terms obtained, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment or transfer thereof would be in violation give rise to any of the terms thereof or if such consent is not obtained prior to the Effective Time, and circumstances described in lieu thereof Assignor shall reasonably cooperate with Assignee in any reasonable arrangement designed to provide Assignee the benefits thereunder or any claim or right arising thereunder); (f) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and clauses (i) or (ii) of the first sentence of this section, be ineffective or would adversely affect the rights of Buyer to such Purchased Asset following the Closing, (x) Sellers and Buyer will, and will cause their respective Affiliates to, (1) use commercially reasonable efforts (including cooperating with one another to obtain such Necessary Consents, to the extent legally assignablefeasible) as may be necessary so that Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, all licenses(2) complete any such assignments or transfers as soon as reasonably practicable, permitsand (3) upon receipt of any applicable Necessary Consents, certificatesto transfer or assign the applicable Purchased Asset to Buyer, approvals and authorizations issued by Governmental Entities (y) Sellers will, and necessary will cause their respective Affiliates to, cooperate with Buyer in good faith without further consideration in any arrangement reasonably acceptable to own, lease or operate Buyer and Sellers intended to provide Buyer with the assets and properties benefit of Assignor and to conduct Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned any such Purchased Assets.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.