Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall not constitute an agreement to assign any Contract or License or any claim or right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, if an attempted assignment thereof, without the approval of a party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a direct result of such assignment. Each Parent Party shall use its reasonable best efforts (which shall not require any payment of money) to obtain the approval of the other parties to any such Contract or License, or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. If as of the Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described therein.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall not constitute an agreement to assign any Contract or License or any claim or right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, if an attempted assignment thereof, without the approval of a party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a direct result of such assignment. Each Parent Party shall use its reasonable best efforts (which shall not require any payment of money) to obtain the approval of the other parties to any such Contract or License, or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. If as of the Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- sub-leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described therein.

Assignment of Contracts and Rights. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05contrary, this Agreement shall not constitute an agreement to assign any Contract or License Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefromtherefrom if such assignment, with or without the consent, approval or waiver of, or an assumption of liability thereundernotice to, if an attempted assignment thereof, without the approval of a third party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a direct result of such assignmentPurchased Asset or violation of any Applicable Law or in any way adversely affect the rights of Buyer (or its designated Affiliate(s)) or Seller (or an Affiliate of Seller) thereunder unless and until any required consent, approval or waiver is obtained. Each Parent Party Seller and Buyer shall use its their reasonable best efforts (which shall not require including the dedication of resources thereto, but without any payment of obligation to expend money, commence litigation or offer or grant any financial or other accommodation to any third party) to obtain the consent, approval or waiver of, or provide the required notice to, such third parties to or of the assignment to Buyer (or, subject to Section 13.05, its designated Affiliate(s)) of any Purchased Asset or any claim or right or any benefit arising thereunder or otherwise transfer the rights and benefits of any Non-assignable Asset (as defined below) to Buyer or, subject to Section 13.05, its designated Affiliate, including, in the case of any non-transferable Permits, to cause the applicable Governmental Authority to issue a new Permit to Buyer or its Affiliate in place of such non-transferable Permit and with respect to prime Government Contracts, to obtain all necessary approval and consent of the applicable U.S. federal Governmental Authority to novate such prime Government Contracts in accordance with FAR Subpart 42.12. If such consent, approval or waiver is not obtained, or such notice is not made, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or any of its Affiliates thereunder so that Buyer (or, subject to Section 13.05, its designated Affiliate(s)) would not in fact receive all such rights, or if such asset is not transferable under Applicable Law with or without such consent, approval, waiver or notice (any assets so described, the “Non-assignable Assets”), Seller and Buyer will use their commercially reasonable efforts (but without any obligation to expend money, commence litigation or offer or grant any financial or other parties accommodation to any third party) to enter into a mutually agreeable arrangement under which Buyer would assume the obligations and Seller would provide to Buyer (or, subject to Section 13.05, its designated Affiliate(s)) the benefits of any Non-assignable Asset, including sub-contracting, sub-licensing, or sub-leasing to Buyer (or, subject to Section 13.05, its designated Affiliate(s)), and with respect to the prime Government Contracts, entering into and taking commercially reasonable efforts to obtain any required approvals or consents of any U.S. federal Governmental Authority to the Subcontract prior to the Closing Date), or under which Seller would enforce for the benefit of Buyer (or, subject to Section 13.05, its designated Affiliate(s)), with Buyer (or, subject to Section 13.05, its designated Affiliate(s)) assuming Seller’s (or such Contract Affiliate’s) obligations under such Non-assignable Asset, any and all rights of Seller or Licensesuch Affiliate against a third party thereto. In connection with any such arrangement, Buyer shall reimburse Seller and its Affiliates for any reasonable and documented out-of-pocket costs and expenses actually incurred by Seller or its Affiliates in connection with the performance of any mutually agreeable arrangement or that otherwise would have been incurred by Buyer or its Affiliates had such Non-assignable Asset been assigned, transferred or conveyed as contemplated by this Agreement, including any Liability arising out of Buyer’s failure to perform thereunder (such costs and expenses, the “Alternative Arrangement Costs”). Prior to the amount of the deductible described in clause (B) of Section 11.02(a) being exceeded (whether pursuant to reimbursement under this sentence or pursuant to any other provision of this Agreement or a combination of the foregoing), Buyer will promptly reimburse Seller for all out-of pocket costs and expenses actually incurred by Seller or its Affiliates (other than Alternative Arrangement Costs) relating to or arising from the failure to obtain a consent, approval or waiver for any Non-assignable Assets (such costs and expenses, the “Other Consent Costs”) and any such reimbursement shall be applied toward such deductible. After the amount of such deductible has been exceeded, Buyer will promptly reimburse Seller for 50% of Other Consent Costs. Seller will promptly pay to Buyer (or, subject to Section 13.05, its designated Affiliate(s)) when received all monies received by Seller or an Affiliate of Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, for except to the assignment thereof toextent the same represents an Excluded Asset. (b) Notwithstanding anything to the contrary in this Agreement (including anything in the foregoing Section 2.05(a)), and with respect to the assumption byTransferred Software set forth on Schedule 1.01(a)(v), (i) if requested by Buyer in writing, Seller shall use its commercially reasonable efforts to seek the Partnership. If as Consent of any third party required to transfer such Transferred Software to Buyer; provided that in no event shall Seller be required to (w) expend money, (x) commence any litigation, (y) offer or grant any accommodation (financial or otherwise) to any third party in order to obtain such Consent or (z) diminish any rights of the Closing Date an attempted assignment Seller or its Affiliates in the Transferred Software (other than a reduction in the number of seat or user licenses); and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership (ii) if Seller is unable to obtain the benefits and assume the obligations under such Contract or License any Consent in accordance with this clause (i) required to transfer any Transferred Software, Seller shall have no further obligation to Buyer under the Agreement as of or otherwise with respect to the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all rights transfer of such Parent Party or its Affiliate against Transferred Software, except as contemplated by the other party thereto)Transition Services Agreement. If In the approval of event the other party Transferred Software is obtainedtransferred to Buyer, such approval Buyer shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities be responsible for any obligations with respect to such Contract or License are assumed by Transferred Software after the Partnership as date of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinsuch transfer.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall not constitute an agreement to contribute or otherwise sell, convey, transfer, assign or sublicense any Contract Contract, license or License permit constituting a Contributed Asset, or any claim or claim, right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunderto enter into any other agreement or arrangement with respect thereto, if an attempted assignment assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the approval consent of a party theretothird party, would be ineffective or would constitute a breach of, or other contravention thereof or give rise under, any agreement to which either Member is a party, be ineffective with respect to any party thereto or in any way adversely affect the rights of either Member or the Company thereunder. With respect to any such Contract, license or permit or any claim, right of termination thereofor benefit arising thereunder or resulting therefrom, as a direct result of such assignment. Each Parent Party shall promptly after the date hereof, the Parties will use its reasonable best commercial efforts (which shall not require but without any payment of moneymoney or other transfer of value by either Member or the Company or any of their respective Affiliates to any third party) to obtain any required consent for the approval assignment, transfer or sublicense of any such Contract, license or permit to the other parties Company, or written confirmation reasonably satisfactory in form and substance to the Parties confirming that such consent is not required. If a required consent is not obtained with respect to any such Contract Contract, license or Licensepermit, or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. If as of the Closing Date if an attempted assignment and assumption assignment, transfer or sublicense thereof would be ineffective or would give rise to any adversely affect the right of termination thereofeither Member or the Company thereunder (a “Consent Failure”), each Parent Party shall the applicable Member and the Company will cooperate in arranging a mutually agreeable alternative to enable arrangement under which the Partnership to Company would obtain the benefits thereunder in accordance with this Agreement, including subcontracting or subleasing to the Company, subject to Applicable Law and assume the terms of any such Contract, license or permit, with the Company obtaining the claims, rights and benefits of the applicable Member and assuming the obligations under such Contract Contract, license or License permit in accordance with this Agreement as Agreement, and the Members will enforce at the request of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License and for the benefit of the PartnershipCompany, with the Partnership Company assuming such Parent Party's or its Affiliate's obligations and the Members’ obligations, any and all claims, rights and benefits of the Members against any third party thereto arising from any such Parent Party Contract, license or its Affiliate against permit (including the other party theretoright to elect to terminate such Contract in accordance with the terms thereof upon the request of the Company). If any Consent Failure occurs and the approval of applicable Member and the other party is obtainedCompany have failed to have entered into an arrangement to provide to the Company the benefits under the relevant Contract, license or permit, such approval Member and the Company shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of cooperate following the Closing Date, and (automatically and without further action of the parties) that the liabilities to obtain such consent or enter into an agreement with respect thereto as soon as reasonably practicable thereafter. Notwithstanding the foregoing provisions of this Section 3.05, in the case of commercial off-the-shelf (“COTS”) software having an initial purchase price of $10,000 or less per copy, the Company shall have the sole responsibility for obtaining license rights to use such Contract or License are assumed by software at the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinCompany’s cost and expense.

Assignment of Contracts and Rights. Anything in this This Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall will not constitute an agreement to assign or assume any Contract or License Contractual Obligation or any claim claim, right, benefit or right or any benefit liability arising thereunder or resulting therefrom, or an assumption of liability thereunder, if an attempted assignment thereofsuch assignment, without the approval or consent of a third party or Governmental Authority thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereofthereof and such approval or consent is not obtained (the “Unassigned Contracts”). If any transfer or assignment by Transferors to the Company, as or any assumption by the Company of, any interest in, or liability, obligation or commitment under any Contractual Obligation or any claim, right, benefit or liability arising thereunder requires the consent of a direct result third party, then such transfer or assignment or assumption will be made subject to such consent being obtained. The Company agrees that neither Transferors nor any of their respective affiliates will have any liability to the Company arising out of or relating to the failure to obtain any such assignmentconsent or because of any circumstances resulting therefrom. Each Parent Party shall Transferors will (at the Company’s sole cost and expense) use its their respective commercially reasonable best efforts (which shall not require any payment of money) to obtain the approval or consent of the other parties to any such Contract third party or License, or any claim or right or any benefit arising thereunder, Governmental Authority for the assignment thereof toto or assumption by the Company of any such Contractual Obligation, and the assumption byclaim, the Partnershipright, benefit or liability arising thereunder. If If, as of the Closing Date an attempted Date, such assignment and or assumption thereof would will be ineffective or would will give rise to any right of termination or other breach or default thereof, each Parent Party shall then such Unassigned Contract will not be assigned and the parties hereto will reasonably cooperate in arranging a mutually agreeable lawful and commercially reasonable alternative to enable the Partnership Company to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, sub-participation or sub- sub-leasing arrangementagreement, or an arrangement under which such Parent Party or one of its Affiliates Transferor would enforce such Unassigned Contract or License for the benefit of the PartnershipCompany, with the Partnership Company, to the extent permissible, assuming such Parent Party's or its Affiliate's Transferor’s obligations and any and all rights of such Parent Party or its Affiliate party against the other party thereto), and the Company will assume and pay, perform and discharge any resulting or related economic burden (including any related Tax). If the written approval of the Contemplated Transactions by the other party to such Unassigned Contract is obtained, then such written approval shall will constitute a confirmation (automatically and without further action of the parties) that such Unassigned Contract or License is assigned to the Partnership Company as of the Closing Date, and (automatically and without further action of the parties) that the liabilities Liabilities (which constitute Assumed Liabilities under this Agreement) with respect to such Unassigned Contract or License are assumed by the Partnership Company as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described therein.

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstanding, except with respect to any Contract, Diversa may elect not to have any or all of such Contracts be included in the Purchased Assets by written notice of such election delivered to the Syngenta Parties within 30 days of the date hereof; provided that (i) if Diversa elects not to have any lease identified under Section 2.01(b) included in the Purchased Assets, then the related equipment or other property subject to such lease shall also be excluded from the Purchased Assets and (ii) as set forth of the date hereof, (A) any such Contract with respect to which Diversa exercises such election (and any related equipment or other property in the case of a lease) shall be deemed to (1) have been removed from Schedule 2.01 (and any other Schedule on Schedule 2.05which such Contract (or any related equipment or other property) is disclosed) and (2) cease to be a Contract for all purposes hereunder (and all Liabilities arising under such Contract shall be Excluded Liabilities) and (B) the amount of the net book value of the Purchased Assets identified in Section 2.01(a) shall be deemed to have been reduced accordingly. (b) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract or License or any claim or right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, therefrom if an attempted assignment thereofsuch assignment, without the approval consent of a third party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a direct result of such assignmentContract or in any way adversely affect the rights of Diversa thereunder. Each Parent Party shall The parties hereto will use its their reasonable best efforts (which shall not require any payment of money) to obtain the approval consent of the other parties to any such Contract or Licenseany claim or right or any benefit arising thereunder for the assignment thereof to Diversa as Diversa may request, without any material conditions to such transfer or material changes or modifications of terms thereunder, in a manner to permit the Research Activities to be conducted by Diversa following the Closing as such activities are conducted by the Syngenta Parties as of the date of this Agreement. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Diversa thereunder so that Diversa would not in fact receive all such rights, the Syngenta Parties shall have no further obligation to Diversa with respect to such Contracts. The foregoing shall not require any payment of money by Diversa or the Syngenta Parties to obtain any such consent. The Syngenta Parties will promptly pay to Diversa, when received, all monies received by any Syngenta Party under any Contract or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. If as of the Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned except to the Partnership as of extent the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinsame represents an Excluded Asset.

Assignment of Contracts and Rights. (a) Anything in this Agreement or the Exchange Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, neither this Agreement nor the Exchange Agreement shall not constitute an agreement to assign any Contract or License Transferred Asset or any claim or right or any benefit arising thereunder under such Transferred Asset or resulting therefrom, or an assumption of liability thereunder, therefrom if an attempted assignment thereofsuch assignment, without the approval consent of a third party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise of such Transferred Asset, be ineffective with respect to any right party thereto or in any way adversely affect the rights of termination thereof, as a direct result of the Company or LM with respect to such assignmentTransferred Asset. Each Parent Party LM and the Company shall use its reasonable their best efforts (which shall not require any payment including, for purposes hereof, the obligation to expend funds to obtain such consents to the same extent as GE would have been so obligated under Section 2.03 of moneythe Transfer Agreement dated November 22, 1992, as amended as of March 28, 1993 among GE, Martin Marietta Corporation and LM) to obtain the approval consent of the other parties to oxxxx xxxxxxx xx any such Contract or License, Transferred Asset or any claim or right or any benefit arising thereunder, under any such Transferred Asset for the assignment thereof toof such Transferred Asset to the Company as the Company may request. (b) If any such consent is not obtained, and the assumption by, the Partnership. If as of the Closing Date or if an attempted assignment and assumption thereof of any Transferred Asset would be ineffective or would give rise adversely affect the rights of the Company with respect to any right of termination thereofsuch Transferred Asset so that the Company would not in fact receive all such rights, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable as among the Partnership to parties hereto, the Company will obtain the claims, rights and benefits of LM or its Subsidiary, as applicable, and assume the obligations under such Contract or License Transferred Asset in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contractingAgreement, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would and LM will enforce such Contract or License for the benefit of the PartnershipCompany, with the Partnership Company assuming such Parent PartyLM's or its Affiliatesuch Subsidiary's obligations and (excluding any Excluded Liability), any and all claims, rights and benefits of LM or such Parent Party or its Affiliate Subsidiary, against a third party to such Transferred Asset. In such event, LM and the other party thereto). If the approval of the other party is obtainedCompany shall, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership extent the benefits therefrom and obligations under any such Transferred Asset have not been provided by alternate arrangements satisfactory to LM and the Company, negotiate in good faith an amount to be paid by LM to the Company or by the Company to LM, as of the Closing Date, and case may be. (automatically and without further action of c) LM will promptly pay to the parties) that the liabilities Company when received all monies received by LM with respect to such Contract any Transferred Asset or License are assumed any claim or right or any benefit arising under any Transferred Asset, except to the extent the same represents an Excluded Asset. (d) The Company will promptly pay to LM when received all monies received by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply Company with respect to any Excluded Asset or any claim or right or any benefit arising under any Excluded Asset, except to the USAi Contracts described thereinextent the same represents a Transferred Asset.

Assignment of Contracts and Rights. Anything (a) Except as expressly provided herein, as of the Closing, Xxxxxx is not assigning to Purchaser any rights, claims or interests in this Agreement any contracts, licenses, leases, commitments or other agreements between Xxxxxx and any other party. Notwithstanding the foregoing, following the date hereof, if the Purchaser shall determine, in its reasonable discretion, that any such contract, license, commitment or other agreement should be assigned to the contrary notwithstandingPurchaser for use in the operation of the Business, except as set forth on Schedule 2.05Xxxxxx shall use its commercially reasonable efforts to promptly assign to Purchaser its rights, this claims or other interests in any such agreement. (b) This Agreement shall not constitute an agreement to assign (now or at any Contract time hereafter) any claim, contract, license, lease, commitment, sale or License purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted transfer or assignment thereof (now or at any time hereafter), without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of the Purchaser or of Xxxxxx thereunder. If such consent is not obtained, or if an attempted transfer, sublease or assignment thereof (now or at any time hereafter) would be ineffective or would affect the rights of Xxxxxx thereunder so that the Purchaser would not in fact receive all such rights, the agreements of Xxxxxx to convey these rights to Purchaser shall remain in full force and effect for so long after Closing as is necessary to convey those rights, and Xxxxxx will use its best efforts to convey such rights, and until conveyed, will cooperate with Purchaser to the extent reasonably practicable to provide for the Purchaser the benefits under any such claims, contracts, licenses, leases, commitments, sales or purchase orders or any claim or right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, if an attempted assignment thereof, without the approval of a party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a direct result of such assignment. Each Parent Party shall use its reasonable best efforts (which shall not require any payment of money) to obtain the approval of the other parties to any such Contract or License, or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. If as of the Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License enforcement for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliate's obligations and Purchaser of any and all rights of Xxxxxx against a third party thereto arising out of the breach or cancellation by such Parent Party third party or otherwise, with costs of litigation, if any, borne solely by the Purchaser. The Purchaser shall cooperate fully with Xxxxxx to obtain such releases of Xxxxxx as Xxxxxx reasonably requests (it being understood that a failure to obtain any such release shall not be required hereby and shall not excuse Xxxxxx from its Affiliate against obligations hereunder); and any transfer, sublease or assignment to the other party thereto). If Purchaser by Xxxxxx of any property or property rights or any contract or agreement which shall require the consent or approval of the other any third party is obtained(now or at any time hereafter), such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect be made subject to such Contract consent or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinapproval being obtained.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this This Agreement shall not constitute an agreement operate to assign any Contract or License Asset or any claim or claim, right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, therefrom if an attempted assignment thereof, without the approval consent of a third party thereto(including a government or governmental unit), would be ineffective or would constitute a breach breach, default or other contravention thereof or give rise to in any right way adversely affect the rights of termination thereof, as a direct result of such assignmentSeller or Buyer thereunder. Each Parent Party shall Seller and Buyer will each use its their commercially reasonable best efforts (which shall not require any payment of money) to obtain the approval consent of the other such third parties to any such Contract or License, or any claim or right or any benefit arising thereunder, for the assignment thereof toto Buyer prior to Closing, and the assumption by, the Partnership. If as of the if such consent is not obtained by Closing Date an or if such attempted assignment and assumption thereof would be ineffective not assign all of Seller's rights thereunder at Closing, Seller and Buyer shall continue to cooperate and use their commercially reasonable efforts in order that Buyer would obtain all of such rights thereunder. To the extent that the consents and waivers referred to herein are not obtained by Seller or would give rise until the impediments to the sale, assignment, transfer, delivery or sublease referred to therein are resolved, Seller shall use its commercially reasonable efforts to (i) provide, at the request of Buyer, to Buyer the benefits of any right of termination thereofsuch Asset referred to herein, each Parent Party shall (ii) cooperate in arranging any lawful arrangement designed to provide such benefits to Buyer, and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any Asset referred to herein against any third person (including a mutually agreeable alternative government or governmental unit) including the right to enable the Partnership elect to obtain the benefits and assume the obligations under such Contract or License terminate in accordance with the terms thereof upon the advice of Buyer, and without commission or other charge by Seller, whether to any third party or Buyer. Buyer shall not be required by this Agreement as Section 1.4 to enter into any arrangement that would impose any additional cost, expense or liability or that would deprive Buyer of any material benefits or profits. Nothing in this section shall affect the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliateconditions to Buyer's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinunder Article VII.

Assignment of Contracts and Rights. Anything in (a) Notwithstanding any other provision of this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05contrary, this Agreement shall not constitute an agreement to assign assign, transfer, sublease, license or novate any Contributed Assets or Assumed Liability if an attempted assignment, transfer, sublease, license or novation thereof would, without the consent, authorization, filing with, notification to or granting or issuance of any order, waiver or permit by, any relevant Person (including any Governmental Entity) (each, an “Approval”) (i) constitute a breach or other contravention of Law or of any Assigned Contract, or (ii) be ineffective, void or voidable, unless and until such Approval is obtained. Prior to and, subject to the terms of this Section 4.2, following the Effective Time, the GAME Parties and the Company shall cooperate to obtain the Approval of any required third party for the assignment and assumption of all such Contributed Assets and Assumed Liabilities to the Company. The GAME Parties shall not, in connection with seeking and obtaining any Approval, waive any rights under any Assigned Contract or License otherwise amend or alter any terms of any Assigned Contract without the Company’s prior written consent. (b) If, at the Effective Time, any Approval is not obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, the GAME Parties and the Company shall cooperate in a mutually agreeable arrangement under which the Company would, in compliance with applicable Law, obtain the claims, rights and benefits and assume the obligations and bear the economic burdens associated with the applicable Contributed Asset or Assumed Liability in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Company or such Affiliate, or under which the GAME Parties or their applicable Affiliates would use commercially reasonable efforts to enforce, at the request and for the benefit of the Company, any and all of its rights against a third party thereto associated with such Contributed Assets or Assumed Liabilities and (i) the GAME Parties and their respective Affiliates would promptly pay to the Company when received all monies received by them under any Contributed Assets or any claim or right or any benefit arising thereunder and (ii) the Company will promptly pay, perform or resulting therefromdischarge when due any Assumed Liabilities arising thereunder. Without limiting the foregoing, the GAME Parties shall, and shall cause their respective Affiliates to, hold such Contributed Assets (or an assumption of liability thereundersuch claim, if an attempted assignment thereof, without the approval of a party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a direct result of such assignment. Each Parent Party shall use its reasonable best efforts (which shall not require any payment of money) to obtain the approval of the other parties to any such Contract or License, or any claim or right or any benefit arising thereunder, ) for the assignment thereof to, sole use and benefit (or economic burden) of the Company and its Affiliates and shall take such actions as are reasonably requested by the Company in order to place the Company and the assumption byCompany’s Affiliates in substantially the same position as if such Contributed Assets or Assumed Liabilities (or such claim, right or benefit arising thereunder) had been transferred, assigned or sublet, as applicable, to the Partnership. If as of the Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's Company or its Affiliate's obligations and any and all rights of applicable Affiliate at the Effective Time. Once such Parent Party or its Affiliate against the other party thereto). If the approval of the other party Approval is obtained, the GAME Parties shall, or shall cause their applicable Affiliates to, assign, transfer or sublease, as applicable, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract Contributed Assets or License is assigned Assumed Liabilities to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinCompany for no additional consideration.

Assignment of Contracts and Rights. Anything in Notwithstanding any other provision of this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05contrary, this Agreement shall not constitute an agreement to assign or transfer any Contract of the Assigned Contracts or License Permits or any claim or right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, therefrom if (a) an attempted assignment or transfer thereof, without the approval consent of a third party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise a violation of Law or would in any way adversely affect the rights of Buyer thereunder and (b) such consent is not obtained prior to any right of termination thereof, as a direct result of such assignmentthe Closing. Each Parent Party shall Seller will use its commercially reasonable best efforts (which shall not require any payment of money) to obtain the approval consent of the other parties to any such Contract or License, Assigned Contracts and Permits or any claim or right or any benefit arising thereunder, thereunder for the assignment thereof toas Buyer may request (in each case, and the assumption by, the Partnershipat Buyer’s cost). If as of the Closing Date such consent is not obtained, or if an attempted transfer or assignment and assumption thereof would be ineffective or a violation of Law or would give rise adversely affect the rights of the Buyer, or its designee (as assignee of Seller or any Affiliate thereof) thereto or thereunder so that such assignee would not in fact receive all such rights, the applicable Seller and Buyer (or its designee) will enter into any arrangement reasonably requested by the other party (provided Buyer shall reimburse Seller for all reasonable and documented out- of-pocket expenses incurred by Seller arising from, in connection with or otherwise with respect to any right of termination thereofactions taken by Seller at Buyer’s request pursuant to this Section 1.10) under which (i) Buyer or its designee would, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain compliance with Law, receive the benefits and assume the obligations under and bear the economic burdens associated with such Contract Assigned Contracts and Permits, including subcontracting, sublicensing or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter subleasing to such party, and (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates ii) Seller would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's Buyer or its Affiliate's obligations and designee any and all of its rights of against a third party associated with such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically Assigned Contracts and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing DatePermits, and (automatically and without further action of the parties) that the liabilities with respect Seller would promptly pay to such Contract party when received all monies received by Seller under any Assigned Contracts or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinPermits.

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall not constitute an agreement to assign any Contract or License or any claim or right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, therefrom if an attempted assignment thereofthereof or the change in control of a Transferred Subsidiary, without the approval consent of a third party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of Parent, a Subsidiary, Buyer, or any Affiliates of Parent or Buyer hereunder. (b) In addition to the consents required pursuant to Section 6.5, with respect to any Contract or any claim, right of termination thereofor benefit arising thereunder or resulting therefrom, as a direct result of such assignment. Each promptly after the date hereof, to the extent reasonably requested by Buyer, Parent Party shall will use its commercially reasonable best efforts (which shall not require any payment of money) to obtain the approval written consent of the other parties to any such Contract for any contemplated assignment thereof to a Purchaser or Licenseto the change in control of any Transferred Subsidiary, or written confirmation from such parties reasonably satisfactory in form and substance to Buyer and Parent confirming that such consent is not required; provided, however, that such commercially reasonable assistance shall not include any claim requirement of Parent or right its affiliates to expend money, commence any litigation or offer or grant any benefit arising thereunderaccommodation (financial or otherwise) to any other party. (c) If such consent, waiver or confirmation is not obtained with respect to any such Contract the assignment of which is contemplated herein, as among the parties hereto and their Affiliates, the intended assignee thereof will obtain from the intended assignor thereof through a subcontracting arrangement, the purchase of inventory in advance of 37 the Closing or otherwise, and subject to applicable Law and the terms of such Contract, the claims, rights and benefits of the intended assignor thereof and, to the extent possible, the intended assignee will be responsible for the assignment thereof to, and the assumption by, the Partnership. If as obligations of the Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations intended assignor under such Contract or License Contracts in accordance with this Agreement as Agreement, and the intended assignor will enforce at the request of, at the cost of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License and for the benefit of the Partnershipintended assignee, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all claims and rights of against a third party arising from any such Parent Party or its Affiliate against Contract (including the other party thereto). If right to elect to terminate such Contract in accordance with the approval terms thereof upon the request of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinintended assignee).

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall not constitute an agreement to assign any Contract or License or any claim or right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, therefrom if an attempted assignment thereofthereof or the change in control of a Transferred Subsidiary, without the approval consent of a third party thereto, would be ineffective or would constitute a breach or other contravention thereof or give rise thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of Parent, a Subsidiary, Buyer, or any Affiliates of Parent or Buyer hereunder. (b) In addition to the consents required pursuant to Section 6.5, with respect to any Contract or any claim, right of termination thereofor benefit arising thereunder or resulting therefrom, as a direct result of such assignment. Each promptly after the date hereof, to the extent reasonably requested by Buyer, Parent Party shall will use its commercially reasonable best efforts (which shall not require any payment of money) to obtain the approval written consent of the other parties to any such Contract for any contemplated assignment thereof to a Purchaser or Licenseto the change in control of any Transferred Subsidiary, or written confirmation from such parties reasonably satisfactory in form and substance to Buyer and Parent confirming that such consent is not required; provided, however, that such commercially reasonable assistance shall not include any claim requirement of Parent or right its affiliates to expend money, commence any litigation or offer or grant any benefit arising thereunderaccommodation (financial or otherwise) to any other party. (c) If such consent, for waiver or confirmation is not obtained with respect to any such Contract the assignment thereof toof which is contemplated herein, as among the parties hereto and the assumption bytheir Affiliates, the Partnership. If as intended assignee thereof will obtain from the intended assignor thereof through a subcontracting arrangement, the purchase of inventory in advance of the Closing Date an attempted assignment or otherwise, and assumption subject to applicable Law and the terms of such Contract, the claims, rights and benefits of the intended assignor thereof would and, to the extent possible, the intended assignee will be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume responsible for the obligations of the intended assignor under such Contract or License Contracts in accordance with this Agreement as Agreement, and the intended assignor will enforce at the request of, at the cost of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License and for the benefit of the Partnershipintended assignee, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all claims and rights of against a third party arising from any such Parent Party or its Affiliate against Contract (including the other party thereto). If right to elect to terminate such Contract in accordance with the approval terms thereof upon the request of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinintended assignee).

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this This Agreement shall not constitute an agreement operate to assign any Contract or License Asset or any claim or claim, right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, therefrom if an attempted assignment thereof, without the approval consent of a third party thereto(including a government or governmental unit), would be ineffective or would constitute a breach breach, default or other contravention thereof or give rise to in any right way adversely affect the rights of termination thereof, as a direct result of such assignmentSeller or Buyer thereunder. Each Parent Party shall Seller and Buyer will each use its their reasonable best efforts (which shall not require any payment of money) to obtain the approval consent of the other such third parties to any such Contract or License, or any claim or right or any benefit arising thereunder, for the assignment thereof toto Buyer prior to Closing, and the assumption by, the Partnership. If as of the if such consent is not obtained by Closing Date an or if such attempted assignment and assumption thereof would be ineffective not assign all of Seller's rights thereunder at Closing, Seller and Buyer shall continue to cooperate and use their reasonable best efforts in order that Buyer would obtain all of such rights thereunder. To the extent that the consents and waivers referred to herein are not obtained by Seller or would give rise until the impediments to the sale, assignment, transfer, delivery or sublease referred to therein are resolved, Seller shall use its best efforts to (i) provide, at the request of Buyer, to Buyer the benefits of any right of termination thereofsuch Asset referred to herein, each Parent Party shall (ii) cooperate in arranging any lawful arrangement designed to provide such benefits to Buyer, and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any Asset referred to herein against any third person (including a mutually agreeable alternative government or governmental unit) including the right to enable the Partnership elect to obtain the benefits and assume the obligations under such Contract or License terminate in accordance with the terms thereof upon the advice of Buyer, and without commission or other charge by Seller, whether to any third party or Buyer. Buyer shall not be required by this Agreement as Section 1.5 to enter into any arrangement that would impose any additional cost, expense or liability or that would deprive Buyer of any material benefits or profits. Nothing in this section shall affect the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliateconditions to Buyer's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described thereinunder Article VI.