Common use of Assignment of Contracts and Permits Clause in Contracts

Assignment of Contracts and Permits. Notwithstanding any other provision hereof or of the Merger Agreement, in connection with any Contract or any permit, approval, license or authorization issued by a Governmental Entity (a "Governmental Authorization") held by the Company which is to be transferred or assigned to Newco and which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the prior approval or consent of the issuer thereof or the other party or parties thereto (collectively "Non- Assignable Rights") the Company shall: (a) apply for and use all reasonable efforts to obtain all consents or approvals contemplated by the Contracts or Governmental Authorizations, in form and substance satisfactory to Newco; (b) cooperate with Newco in any reasonable and lawful arrangements designed to provide the benefits and burdens of such Non-Assignable Rights to Newco, including holding any such Non-Assignable Rights in trust for Newco or acting as agent for Newco; (c) enforce any rights of the Company arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto; (d) take all such actions and do, or cause to be done, all such things at the request of Newco as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of Newco; and (e) pay over to Newco all monies or other assets collected by or paid to the Company in respect of such Non-Assignable Rights. Newco shall reimburse the Company for all reasonably incurred payments, costs and expenses made, incurred or suffered in performing the Company's obligations as requested by Newco under this Section 4.6. If the Company is unable to lawfully provide the benefit of any Governmental Authorization to Newco, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Governmental Authorization to any other party.

Assignment of Contracts and Permits. (a) Notwithstanding any other provision hereof of this Agreement, this Agreement does not constitute an agreement to assign or transfer, or effect an assignment or transfer, of any Acquired Asset, including any Assumed Contract or Assigned Permit, or any claim or right or any benefit arising thereunder or resulting therefrom, if the Seller has not obtained a required consent to assignment or transfer as of the Merger Agreementapplicable Closing and an attempted assignment or transfer thereof without the consent of a third party (including any Governmental Entity) would constitute a breach or other contravention thereof or a violation of law or would in any way adversely affect the rights of the Seller or any member of the Seller Group or the Purchaser or any member of the Purchaser Group (as assignee of the applicable member of the Seller Group) thereto or thereunder. (b) As to any Assumed Contract or Assigned Permit referred to in Section 10.6(a), the Seller agrees to continue to use Reasonable Efforts from and after the applicable Closing Date until the date that is twelve (12) months following the applicable Closing Date to obtain any required consent(s). No member of the Seller Group shall under any circumstances be required to make any payments required or sought by any third party for any such consent or otherwise in connection with its obligations under this Section 10.6. If, on the Initial Closing Date, any such consent is not obtained, or if an attempted transfer or assignment of any Assumed Contract or any permit, approval, license Assigned Permit would be ineffective or authorization issued by a Governmental Entity (a "Governmental Authorization") held by the Company which is to be transferred or assigned to Newco and which, as a matter violation of law or by its termswould impair any member of the Purchaser Group’s rights thereto or thereunder so that the Purchaser Group would not receive all such rights, is then the Seller and the Purchaser will use Reasonable Efforts to cooperate for twelve (12) months following the Initial Closing in any lawful and reasonable arrangement, to the extent such cooperation would not result in a breach of the terms of such Assumed Contract, to the extent permitted under such Assigned Permit, and, in each case, not prohibited under applicable law, which will provide the Purchaser Group the obligations and benefits of any such Assumed Contract or Assigned Permit, including subcontracting, licensing, sublicensing, leasing or subleasing to the Purchaser Group any or all of the Seller Group’s rights and obligations with respect to such Assumed Contract or Assigned Permit. In any such arrangement, the Purchaser will (i) not assignablebear the sole responsibility for completion of the work or provision of goods and services, or (ii) not assignable without bear all Taxes with respect thereto or arising therefrom, (iii) be solely entitled to all benefits thereof, economic or otherwise, (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof and any damages related to termination of such Assumed Contracts or Assigned Permits, and (v) promptly reimburse the prior approval or consent reasonable costs and expenses of the issuer thereof or the other party or parties thereto (collectively "Non- Assignable Rights") the Company shall: (a) apply for Seller and use all reasonable efforts to obtain all its Affiliates related thereto. If and when such consents or approvals contemplated by are obtained or such other required actions have been taken, the Contracts or Governmental Authorizations, in form and substance satisfactory to Newco; (b) cooperate with Newco in any reasonable and lawful arrangements designed to provide the benefits and burdens transfer of such Non-Assignable Rights to Newco, including holding any such Non-Assignable Rights Assumed Contract or Assigned Permit will be effected in trust for Newco or acting as agent for Newco; (c) enforce any rights accordance with the terms of the Company arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto; (d) take all such actions and do, or cause to be done, all such things at the request of Newco as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of Newco; and (e) pay over to Newco all monies or other assets collected by or paid to the Company in respect of such Non-Assignable Rights. Newco shall reimburse the Company for all reasonably incurred payments, costs and expenses made, incurred or suffered in performing the Company's obligations as requested by Newco under this Section 4.6. If the Company is unable to lawfully provide the benefit of any Governmental Authorization to Newco, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Governmental Authorization to any other partyAgreement.

Assignment of Contracts and Permits. (a) Notwithstanding any other provision hereof of this Agreement, this Agreement does not constitute an agreement to assign or transfer, or effect an assignment or transfer, of any Acquired Asset, including any Assumed Contract, Assumed Lease, Assigned Permit, Assumed Split Contract Right or Singapore Shared Contract Excluded Right, or any claim or right or any benefit arising thereunder or resulting therefrom, if Seller has not obtained a required consent to assignment or transfer as of the Merger Agreement, in connection with JV Closing and an attempted assignment or transfer thereof without the consent of a third party (including any Contract Governmental Entity) would constitute a breach or any permit, approval, license other contravention thereof or authorization issued by a Governmental Entity (a "Governmental Authorization") held by the Company which is to be transferred or assigned to Newco and which, as a matter violation of law or by would in any way adversely affect the rights of Seller, any member of the Seller Group or the Additional Seller Group Company or Purchaser or any member of the Purchaser Group (as assignee of the applicable member of the Seller Group) thereto or thereunder. (b) As to any Assumed Contract, Assumed Lease, Assigned Permit or Assumed Split Contract Right referred to in Section 6.19(a), Seller agrees to continue to use its termscommercially reasonable efforts from the JV Closing Date until the Option Closing Date to obtain any required consent(s). If, on the JV Closing Date, any such consent is (i) not assignableobtained, or (ii) not assignable without the prior approval if an attempted transfer or consent assignment of any Assumed Contract, Assumed Lease, Assigned Permit or Assumed Split Contract Right would be ineffective or a violation of law or would impair any member of the issuer thereof Purchaser Group’s rights thereto or thereunder so that the Purchaser Group would not receive all such rights, then Seller and Purchaser will cooperate until the Option Closing Date in any lawful and commercially reasonable arrangement, to the extent such cooperation would not result in a breach of the terms of such Assumed Contract, Assumed Lease or the relevant Shared Contract, and to the extent permitted under such Assigned Permit, and, in each case, not prohibited under Applicable Law, which will provide the Purchaser Group the obligations and benefits of any such Assumed Contract, Assumed Lease, Assumed Split Contract Right or Assigned Permit, including subcontracting, licensing, sublicensing, leasing or subleasing to the Purchaser Group any or all of the Seller Group’s or the Additional Seller Group Company’s rights and obligations with respect to such Assumed Contract, Assumed Lease, Assumed Split Contract Right or Assigned Permit, and Seller and Purchaser shall comply with the terms of such arrangement. In any such arrangement with respect to an Assumed Contract or Assumed Split Contract Right, Purchaser or any other party applicable Purchaser Group member shall have the sole responsibility with respect to the completion of the work and other undertakings under such Contract following the JV Closing, shall bear all costs and expenses with respect thereto arising or parties thereto (collectively "Non- Assignable Rights") occurring after the Company shall: (a) apply for JV Closing, and use all reasonable efforts shall be solely entitled to obtain all the benefits therefrom arising from the JV Closing. If and when such consents or approvals contemplated by are obtained or such other required actions have been taken, the Contracts or Governmental Authorizations, in form and substance satisfactory to Newco; (b) cooperate with Newco in any reasonable and lawful arrangements designed to provide the benefits and burdens transfer of such Non-Assignable Rights to NewcoAssumed Contract, including holding any such Non-Assignable Rights Assumed Lease, Assumed Split Contract Right or Assigned Permit will be effected in trust for Newco or acting as agent for Newco; accordance with the terms of this Agreement. (c) enforce As to any Singapore Shared Contract Excluded Right referred to in Section 6.19(a), Purchaser and Seller agree to continue to use their commercially reasonable efforts from the JV Closing Date until the Option Closing Date to obtain any required consent(s). If, on the JV Closing Date, any such consent is not obtained, or if an attempted transfer or assignment of any Singapore Shared Contract Excluded Right would be ineffective or a violation of law or would impair Singapore Excluded Newco’s rights thereto or thereunder so that Singapore Excluded Newco would not receive all such rights, then Seller and Purchaser will cooperate until the Option Closing Date in any lawful and commercially reasonable arrangement, to the extent such cooperation would not result in a breach of the Company arising from terms of the relevant Singapore Shared Contract and not prohibited under Applicable Law, which will provide Singapore Excluded Newco the applicable obligations and benefits of such Non-Assignable Rights against Singapore Shared Contract, including subcontracting, licensing, sublicensing, leasing or subleasing to Singapore Excluded Newco any or all of EPCOS Singapore’s rights and obligations with respect to such Singapore Shared Contract, and Purchaser and Seller shall comply (and cause EPCOS Germany and Singapore Excluded Newco, as applicable, to comply) with the issuer thereof terms of such arrangement. In any such arrangement with respect to any Singapore Shared Contract, Singapore Excluded Newco or its Affiliate shall have the other party or parties thereto; (d) take all such actions and do, or cause to be done, all such things at the request of Newco as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure sole responsibility with respect to the benefit completion of Newco; the relevant work and (e) pay over to Newco other undertakings under such Contract following the JV Closing, shall bear all monies or other assets collected by or paid to the Company in respect of such Non-Assignable Rights. Newco shall reimburse the Company for all reasonably incurred payments, costs and expenses madewith respect thereto arising or occurring after the JV Closing, incurred or suffered in performing and shall be solely entitled to the Company's obligations as requested by Newco under this Section 4.6benefits therefrom arising from the JV Closing. If and when such consents or approvals are obtained or such other required actions have been taken, the Company is unable to lawfully provide the benefit of any Governmental Authorization to Newco, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit transfer of such Governmental Authorization to any other partySingapore Shared Contract Excluded Right will be effected in accordance with the terms of this Agreement.

Assignment of Contracts and Permits. (a) Notwithstanding any other provision hereof of this Agreement, this Agreement does not constitute an agreement to assign or transfer, or effect an assignment or transfer, of any Acquired Approval or Acquired Contract, or any claim or right or any benefit arising thereunder or resulting therefrom, if Seller has not obtained a required consent to the assignment or transfer thereof as of the Merger Agreement, in connection with Closing and an attempted assignment or transfer thereof without the consent of a Third-Party (including any Contract Governmental Body) would constitute a breach or any permit, approval, license other contravention thereof or authorization issued by a Governmental Entity (a "Governmental Authorization") held by the Company which is to be transferred or assigned to Newco and which, as a matter violation of law or by its terms, is (i) not assignable, would in any way adversely affect the rights of Seller or (ii) not assignable without the prior approval Purchaser thereto or consent of the issuer thereof or the other party or parties thereto (collectively "Non- Assignable Rights") the Company shall: (a) apply for and use all reasonable efforts to obtain all consents or approvals contemplated by the Contracts or Governmental Authorizations, in form and substance satisfactory to Newco; thereunder. (b) As to any Acquired Contract or Acquired Approval referred to in Section 5.8(a), Seller agrees to continue to use its commercially reasonable efforts after the Closing to obtain any required consent(s). If, on the Closing Date, any such consent(s) is not obtained, or if an attempted transfer or assignment of any Acquired Approval or Acquired Contract would be ineffective or a violation of law or would impair Purchaser’s rights thereto or thereunder so that Purchaser would not receive all such rights, then Seller and Purchaser will cooperate with Newco in any lawful and commercially reasonable and lawful arrangements designed arrangement, to provide the benefits and burdens extent such cooperation would not result in a breach of the terms of such Non-Assignable Rights Acquired Contract, and to Newcothe extent permitted under such Acquired Approval, and, in each case, not prohibited under applicable law, which will provide Purchaser the obligations and benefits of any such Acquired Approval or Acquired Contract, including holding subcontracting, licensing, sublicensing, leasing or subleasing to Purchaser any or all of Seller’s rights and obligations with respect to such Non-Assignable Rights in trust for Newco Acquired Approval or acting as agent for Newco; (c) enforce any rights of Acquired Contract, and Seller and Purchaser shall comply with the Company arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto; (d) take all such actions and do, or cause to be done, all such things at the request of Newco as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of Newco; and (e) pay over to Newco all monies or other assets collected by or paid to the Company in respect terms of such Non-Assignable Rights. Newco shall reimburse the Company for all reasonably incurred payments, costs and expenses made, incurred or suffered in performing the Company's obligations as requested by Newco under this Section 4.6arrangement. If and when such consents are obtained or such other required actions have been taken, the Company is unable to lawfully provide the benefit of any Governmental Authorization to Newco, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit transfer of such Governmental Authorization to any other partyAcquired Approval or Acquired Contract will be effected in accordance with the terms of this Agreement.

Assignment of Contracts and Permits. Notwithstanding any other provision hereof of this Agreement, this Agreement does not constitute an agreement to assign or transfer, or effect an assignment or transfer, of any Assumed Contract, Assumed Real Property Lease or Assigned Permit, or any claim or right or any benefit arising thereunder or resulting therefrom, with respect to which the Seller has not obtained a required consent to assignment or transfer as of the Merger Agreementapplicable Closing and an attempted assignment or transfer thereof without the consent of a Third Party (including any Governmental Entity) would constitute a breach or other contravention thereof or a violation of Law or Order. As to any such Assumed Contract, Assumed Real Property Lease or Assigned Permit, (a) the Seller agrees to continue to use Reasonable Efforts following the applicable Closing Date to obtain any required consent(s), and the Purchaser agrees to use Reasonable Efforts to cooperate in connection with same until the date that is twelve (12) months following the applicable Closing Date, and (b) the parties agree to cooperate in good faith to take such actions as are reasonably necessary to avoid any Contract breach or any permit, approval, license or authorization issued violation by a Governmental Entity (a "Governmental Authorization") held by the Company which is to be transferred or assigned to Newco and which, party as a matter result of law any failure to obtain any required consent prior to the applicable Closing. The Purchaser and the Seller shall each pay one half of any payment reasonably required by any Third Party for any such consent. If on the applicable Closing Date, any such consent is not obtained or by its termsan attempted transfer or assignment would be ineffective or a violation of Law or Order or would impair any member of the Purchaser Group’s rights thereto or thereunder so that the Purchaser Group would not receive all such rights, is then the Seller and the Purchaser will use Reasonable Efforts to cooperate for twelve (12) months following the applicable Closing in any lawful and reasonable arrangement, to the extent so permitted under the terms of such Assumed Contract, Assumed Real Property Lease or Assigned Permit and applicable Law and Order, to provide the Purchaser Group the obligations and benefits of any such Assumed Contract, Assumed Real Property Lease or Assigned Permit, including subcontracting, licensing or sublicensing to the Purchaser Group of any or all of the Seller Group’s rights and obligations with respect to such Acquired Asset. In any such arrangement, the Purchaser will (i) not assignablebear the sole responsibility for completion of the work or provision of goods and services, or (ii) not assignable without bear Taxes with respect thereto or arising therefrom, (iii) be solely entitled to all benefits thereof, economic or otherwise, (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof, and (v) promptly reimburse the prior approval or consent reasonable costs and expenses of the issuer thereof or the other party or parties thereto (collectively "Non- Assignable Rights") the Company shall: (a) apply for Seller and use all reasonable efforts to obtain all its Affiliates related thereto. If and when such consents or approvals contemplated by are obtained or such other required actions have been taken, the Contracts or Governmental Authorizations, in form and substance satisfactory to Newco; (b) cooperate with Newco in any reasonable and lawful arrangements designed to provide the benefits and burdens transfer of such Non-Assignable Rights to NewcoAssumed Contract, including holding any such Non-Assignable Rights Assumed Real Property Lease or Assigned Permit will be effected in trust for Newco or acting as agent for Newco; (c) enforce any rights accordance with the terms of the Company arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto; (d) take all such actions and do, or cause to be done, all such things at the request of Newco as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of Newco; and (e) pay over to Newco all monies or other assets collected by or paid to the Company in respect of such Non-Assignable Rightsthis Agreement. Newco shall reimburse the Company for all reasonably incurred payments, costs and expenses made, incurred or suffered in performing the Company's obligations as requested by Newco under this Section 4.6. If the Company is unable to lawfully provide the benefit of any Governmental Authorization to Newco, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Governmental Authorization to any other party.MASTER ACQUISITION AGREEMENT

Assignment of Contracts and Permits. Notwithstanding any other provision hereof or of the Merger Agreementhereof, in connection with any Contract identified on Section 3.12 of the Seller Disclosure Schedule or any permit, approval, license or authorization issued by a Governmental Entity (each a "Governmental Authorization") held by Seller or the Company Acquired Subsidiaries which is relates exclusively to be transferred or assigned to Newco the Acquired Business and which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the prior approval or consent of the issuer thereof or the other party or parties thereto (collectively "Non- Non-Assignable Rights") the Company ), Seller shall: : (a) apply for and use all reasonable efforts to obtain all consents or approvals contemplated by the Contracts or Governmental Authorizations, in form and substance satisfactory to Newco; Buyer; (b) cooperate with Newco Buyer in any reasonable and lawful arrangements designed to provide the benefits and burdens of such Non-Assignable Rights to NewcoBuyer, including holding any such Non-Assignable Rights in trust for Newco Buyer or acting as agent for Newco; Buyer; (c) enforce any rights of the Company Seller arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto; ; (d) take all such actions and do, or cause to be done, all such things at the request of Newco Buyer as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure inure to the benefit of NewcoBuyer; and and (e) pay over to Newco Buyer all monies or other assets collected by or paid to the Company Seller in respect of such Non-Assignable Rights. Newco Buyer shall reimburse the Company Seller for all reasonably incurred payments, costs and expenses made, incurred or suffered in performing the CompanySeller's obligations as requested by Newco Buyer under this Section 4.66.12. If the Company Seller is unable to lawfully provide the benefit of any Governmental Authorization to NewcoBuyer, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Governmental Authorization to any other party.

Assignment of Contracts and Permits. Notwithstanding any other provision hereof or of the Merger Agreement, in connection with any Contract or any permit, approval, license or authorization issued by a Governmental Entity (a "Governmental Authorization") 56 Authorization held by the Company which is to be transferred or assigned to Newco and which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the prior approval or consent of the issuer thereof or the other party or parties thereto (collectively "Non- Non-Assignable Rights") the Company shall: : (a) apply for and use all reasonable efforts to obtain all consents or approvals contemplated by the Contracts or Governmental Authorizations, in form and substance satisfactory to Newco; ; (b) cooperate with Newco in any reasonable and lawful arrangements designed to provide the benefits and burdens of such Non-Assignable Rights to Newco, including holding any such Non-Assignable Rights in trust for Newco or acting as agent for Newco; ; (c) enforce any rights of the Company arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto; ; (d) take all such actions and do, or cause to be done, all such things at the request of Newco as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure inure to the benefit of Newco; and and (e) pay over to Newco all monies or other assets collected by or paid to the Company in respect of such Non-Assignable Rights. Newco shall reimburse the Company for all reasonably incurred payments, costs and expenses made, incurred or suffered in performing the Company's obligations as requested by Newco under this Section 4.6. If the Company is unable to lawfully provide the benefit of any Governmental Authorization to Newco, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Governmental Authorization to any other party.

Assignment of Contracts and Permits. (a) Notwithstanding any other provision hereof or of anything to the Merger contrary in this Agreement, in connection with this Agreement shall not constitute an agreement to assign or transfer any Contract Purchased Asset and associated Assumed Liability or any permitclaim, approvalright, license benefit, burden or authorization issued by a Governmental Entity (a "Governmental Authorization") held by the Company which is cost arising thereunder or resulting therefrom if any assignment or transfer or attempt to be transferred make such an assignment or assigned to Newco and which, as a matter of law or by its terms, is transfer (i) not assignable, would be prohibited by Law or (ii) is not assignable permitted without the prior consent, approval or consent of the issuer waiver of, or notice to, a third party or would constitute a breach or violation thereof or affect adversely the other party or parties thereto (collectively "Non- Assignable Rights") the Company shall: (a) apply for and use all reasonable efforts to obtain all consents or approvals contemplated by the Contracts or Governmental Authorizations, in form and substance satisfactory to Newco; (b) cooperate with Newco in any reasonable and lawful arrangements designed to provide the benefits and burdens of such Non-Assignable Rights to Newco, including holding any such Non-Assignable Rights in trust for Newco or acting as agent for Newco; (c) enforce any rights of the Company arising from Buyer or Seller thereunder unless and until such Non-Assignable Rights against consent, approval or waiver is obtained or notice is provided. Prior to the issuer thereof or the other party or parties thereto; (d) take all such actions and doClosing, Seller shall provide, or cause to be doneprovided, all commercially reasonable assistance to Buyer (not including the payment of any consideration) reasonably requested by Buyer to secure any such things Consents from third parties. (b) If the Closing occurs and the circumstances described in the Section 7.9(a) exist, then Buyer and Seller agree to use their commercially reasonable efforts to obtain such Consent and, for the avoidance of doubt, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. To the extent any such required Consent is not so obtained, Buyer and Seller agree to use their commercially reasonable efforts to provide Buyer all of the practical economic claims, rights and benefits arising under such Purchased Asset (whether by subcontracting or otherwise) and Buyer agrees to satisfy all Assumed Liabilities arising from such Purchased Asset, so that, in any case, Buyer shall be solely responsible for such Assumed Liabilities from and after the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration for any such Consent. Buyer will bear any related economic burden resulting from the implementation of any such alternative arrangements pursuant to this Section 7.9(b). To the extent permitted by applicable Law, Seller shall (and shall cause its Affiliates to) exercise, enforce and exploit, only at the request direction and cost of Newco as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure to for the benefit of Newco; Buyer any and all claims, rights and benefits associated with such Purchased Asset. Once the Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Purchased Asset is obtained, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Buyer, and Buyer shall assume the obligations (e) pay over to Newco all monies or other assets collected by or paid solely to the Company in respect extent they constitute Assumed Liabilities) under such Purchased Asset assigned to Buyer from and after the date of such Nonassignment to Buyer pursuant to a special-Assignable Rights. Newco shall reimburse the Company for all reasonably incurred payments, costs and expenses made, incurred or suffered in performing the Company's obligations as requested by Newco under this Section 4.6. If the Company is unable to lawfully provide the benefit purpose document of any Governmental Authorization to Newco, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Governmental Authorization to any other partytransfer.

Assignment of Contracts and Permits. Notwithstanding any other provision hereof or (a) Subject to the terms and conditions of this Agreement, Seller will assign and transfer to Buyer, and Buyer will accept and assume from Seller, effective as of Closing, Seller's right, title and interest in and to, the Assigned Contracts and all of the Merger AgreementPermits save for the Retained Japanese Rights. Anything in this Agreement to the contrary notwithstanding, in connection with this Agreement shall not constitute an agreement to assign or transfer any Contract or Permit or any permitclaim or right or any benefit or obligation thereunder or resulting therefrom if an assignment or transfer thereof, approval, license or authorization issued by a Governmental Entity (a "Governmental Authorization") held by the Company which is to be transferred or assigned to Newco and which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the prior approval or consent of the issuer a Third Party thereto, would constitute a breach or violation thereof or the other party is otherwise prohibited. If such consent is required or parties thereto (collectively "Non- Assignable Rights") the Company shall: (a) apply for and if an attempted assignment is ineffective, Seller shall use all its commercially reasonable efforts to obtain all consents secure such consent as soon as possible after Closing and, pending receipt of such consent shall cooperate with Buyer to provide for Buyer the benefits under any such Assigned Contract or approvals contemplated by the Contracts or Governmental Authorizations, in form and substance satisfactory to Newco; Permit. (b) cooperate with Newco in In relation to those Contracts (other than the Assigned Contracts and the Xxxxxx Agreement) copies of which are received by Buyer from Seller prior to Closing, Seller is free to terminate any reasonable and lawful arrangements designed such Contract. In Seller's sole discretion, Seller may, within sixty (60) days after Closing, present to provide Buyer any Contract regarding the benefits and burdens Product or Acquired Assets for Buyer's consideration to assume. If Buyer provides written notice to Seller within ten (10) Business Days of such Non-Assignable Rights presentation by Seller that Buyer desires to Newcoassume said Contract, including holding any Seller will cooperate to effect such Non-Assignable Rights in trust for Newco or acting as agent for Newco; (c) enforce any rights assignment of the Company arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto; (d) take all such actions and do, or cause Contract to Buyer. Any Contract so assumed shall be deemed to be done, all such things at an Assigned Contract as of Closing for the request purposes of Newco as shall reasonably be necessary this Agreement and proper in order that the value of any Non-Assignable Rights Exhibit B shall be preserved and shall enure deemed to the benefit of Newco; and (e) pay over to Newco all monies or other assets collected by or paid to the Company in respect of such Non-Assignable Rights. Newco shall reimburse the Company for all reasonably incurred payments, costs and expenses made, incurred or suffered in performing the Company's obligations as requested by Newco under this Section 4.6. If the Company is unable to lawfully provide the benefit of any Governmental Authorization to Newco, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Governmental Authorization to any other partybe amended accordingly.

Assignment of Contracts and Permits. Notwithstanding any other provision hereof Nothing in this Agreement shall be construed as an assignment of, or of an attempt to assign to the Merger AgreementPurchaser, in connection with any Contract or any permit, approval, license or authorization issued by a Governmental Entity (a "Governmental Authorization") held by the Company which is to be transferred or assigned to Newco and Permit which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the prior approval or consent of the issuer thereof or the other party or parties thereto thereto, without first obtaining such approval or consent (collectively "Non- NON-ASSIGNABLE RIGHTS"). In connection with such Non-Assignable Rights") , and without prejudice to the Company rights of the Purchaser, the Vendor shall: , at the request of the Purchaser: (a) maintain or cause to be maintained the existence of the holder of the Non-Assignable Rights and hold or cause the holder to hold the Non-Assignable Rights in trust for the Purchaser to the fullest extent lawful; (b) comply or cause the holder of the Non-Assignable Rights to comply with the terms and provisions of the Non-Assignable Rights as agent for, and on behalf of, the Purchaser to the fullest extent lawful; (c) apply for and use all reasonable commercial efforts to obtain all consents or approvals contemplated by the Contracts or Governmental AuthorizationsPermits, in a form and substance satisfactory to Newco; the Purchaser acting reasonably, provided that nothing herein shall require the Vendor to make any payment to any other party to any of the Contracts; (bd) cooperate co-operate with Newco the Purchaser in any reasonable and lawful arrangements designed to provide the benefits and burdens of such Non-Assignable Rights to Newcothe Purchaser, including holding any such Non-Assignable Rights in trust for Newco the Purchaser or acting as agent for Newco; the Purchaser; (ce) enforce any rights of the Company Vendor arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto; ; (df) take all such actions and do, or cause to be done, all such things at the request of Newco the Purchaser as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of Newcothe Purchaser; and and (eg) pay over to Newco the Purchaser, all monies or other assets collected by or paid to the Company Vendor in respect of such Non-Assignable Rights. Newco shall reimburse the Company for all reasonably incurred payments, costs and expenses made, incurred or suffered in performing the Company's obligations as requested by Newco under this Section 4.6. If the Company is unable to lawfully provide the benefit of any Governmental Authorization to Newco, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Governmental Authorization to any other party.Non-