Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the consummation of the transactions contemplated hereby shall constitute an assignment, or an agreement to assign, any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") if an attempted assignment of such Consent-Required Asset, without consent of one or more third parties, would constitute a breach or other contravention thereof or would in any way adversely affect the rights of Pharsight or MGA thereunder; provided, however, that once all such consents are obtained, this Agreement shall automatically effect an immediate assignment of such Consent-Required Asset without further action by either party hereto. Pharsight and MGA will use their commercially reasonable efforts (which shall not be deemed to require any payment of money or other value by Pharsight or MGA) to obtain the consent of the other parties to any such Consent-Required Asset for the assignment thereof to Pharsight as Pharsight may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of MGA thereunder so that Pharsight would not in fact receive all such rights, Sellers and Pharsight will cooperate in a mutually agreeable arrangement under which Pharsight would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting or sub-licensing to Pharsight, or under which Sellers would enforce for the benefit of Pharsight, with Pharsight assuming MGA's obligations, any and all rights of MGA against a third party thereto. Sellers will promptly pay or assign to Pharsight when received all monies received by Sellers with respect to any Consent-Required Asset and any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Nothing in this Section 2.5 shall be construed to diminish the representations, warranties and covenants of Sellers respecting such consents.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assign, assign any Acquired IVS Asset or any claim or right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") if an attempted assignment of such Consent-Required Assetthereof, without the consent of one or more a third partiesparty thereto, would constitute a breach or other contravention thereof or would to in any way adversely affect the rights of Pharsight SW or MGA IVS thereunder; provided, however, that once all such consents are obtained, this Agreement shall automatically effect an immediate assignment . Each of such Consent-Required Asset without further action by either party hereto. Pharsight IVS and MGA SW will use their commercially reasonable best efforts (which shall not be deemed to require but without any payment of money by IVS or other value by Pharsight or MGASW) to obtain the consent of the other parties to any such Consent-Required IVS Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Pharsight SW as Pharsight SW may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of MGA IVS thereunder so that Pharsight SW would not in fact receive all such rights, Sellers IVS and Pharsight SW will cooperate in a mutually agreeable arrangement under which Pharsight SW would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting subcontracting, sublicensing, or sub-licensing subleasing to PharsightSW, or under which Sellers IVS would enforce for the benefit of PharsightSW, with Pharsight SW assuming MGAIVS's obligations, any and all rights of MGA IVS against a third party thereto. Sellers IVS will promptly pay or assign to Pharsight SW, when received received, all monies received by Sellers with respect to IVS under any Consent-Required IVS Asset and or any claim or right or any benefit arising thereunder. In such event, except IVS and SW shall, to the extent the same represents benefits therefrom and obligations thereunder have not been provided by alternative arrangements satisfactory to SW and IVS, negotiate in good faith an Excluded Asset. Nothing adjustment in this Section 2.5 shall be construed to diminish the representations, warranties and covenants of Sellers respecting such consentsconsideration paid by SW for the IVS Assets.

Assignment of Contracts and Rights. Anything in (a) Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assign, assign or transfer any Acquired Asset of the Transferred Assets or any claim or right or any benefit arising thereunder or resulting therefrom (a "ConsentTransferred Liabilities pursuant to the Pre-Required Asset") Closing Restructuring if an attempted assignment of such Consent-Required Assetor transfer thereof, without the approval, authorization or consent of, filing with, notification to, or granting or issuing of one any License, Order waiver or more permit by, any third partiesparty or Governmental Entity (collectively, “Approvals” and such Transferred Assets or Transferred Liabilities, collectively, the “Non-Assignable Assets”), would constitute a breach or other contravention thereof or would result in any way acceleration of obligations of any Seller or the exercise or rights or remedies by any counterparty or would be a violation of Law, be ineffective, void or voidable or would materially adversely affect the rights of Pharsight Buyer thereunder; provided that this Section 2.3(a) shall not affect whether any such asset shall be deemed a Transferred Asset for any other purpose under this Agreement. Without limitation of the obligations set forth in Section 6.3(a), prior to the completion of the Pre-Closing Restructuring, Parent will use its commercially reasonable efforts, and Buyer will cooperate with such efforts as reasonably requested by Parent, to provide notices and to obtain, or MGA thereundercause to be obtained, any Approval from a third party required to assign or transfer any Transferred Asset; provided, however, that once all such consents are obtained, this Agreement shall automatically effect an immediate assignment of such Consent-Required Asset without further action by either party hereto. Pharsight and MGA will use their commercially reasonable efforts (which Parent shall not be deemed required to require pay any payment of money or other value by Pharsight or MGA) consideration in order to obtain any such Approval. If a Non-Assignable Asset cannot be assigned or transferred prior to the consent completion of the other parties Pre-Closing Restructuring because of the failure to obtain any such Consent-Required Asset for Approval from a third party, (i) Parent shall have the assignment thereof continuing obligation until twelve (12) months after the Closing Date to, and to Pharsight cause its Affiliates to, use its reasonable best efforts to secure such Approval as Pharsight may promptly as practicable, and Buyer will cooperate with Parent with such efforts, as reasonably request. If such consent is not obtainedrequested by Parent, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of MGA thereunder so that Pharsight would not in fact receive all such rights, Sellers and Pharsight (ii) each Party will cooperate in a mutually agreeable any lawful and commercially reasonable arrangement under which Pharsight would obtain (A) Buyer would, in compliance with Law, receive the economic claims, rights and benefits under such Non-Assignable Asset (including, if applicable, the right to terminate such Non-Assignable Asset in accordance with the terms thereof upon the Buyer’s request), (B) to the extent the Buyer receives the economic claims, rights and assume benefits under such Non-Assignable Asset, the obligations thereunder Buyer shall be responsible and bear all Transferred Liabilities associated with such Non-Assignable Asset in accordance with this Agreement, including sub-contracting by means of subcontracting, sublicensing or sub-licensing to Pharsightsubleasing arrangement (provided that Buyer shall not be responsible for Liabilities that constitute Excluded Liabilities), or under which Sellers and (C) Parent would enforce for the benefit of Pharsight, with Pharsight assuming MGA's obligations, Buyer any and all of its rights of MGA against a third party thereto. Sellers will associated with such Non-Assignable Asset, and Parent would promptly pay or assign to Pharsight Buyer when received all monies received by Sellers with respect to Parent under any ConsentNon-Required Assignable Asset and or any claim or claim, right or any benefit arising thereunder. If the Approval for the transfer and assignment of any such Non-Assignable Asset is thereafter obtained, except Parent shall, or shall cause its applicable Affiliate to, promptly assign and transfer such Non-Assignable Asset to the extent the same represents an Excluded Asset. Nothing in this Section 2.5 shall be construed Buyer at no additional cost to diminish the representations, warranties and covenants of Sellers respecting such consentsBuyer.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assign, assign any Acquired Purchased Asset or any claim or claim, right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") if an attempted assignment of such Consent-Required Assetthereof, without the approval or consent of one or more a third partiesparty, would constitute a breach or other contravention thereof or would in any way adversely affect the rights of Pharsight Buyer or MGA thereunder; provided, however, that once all such consents are obtained, this Agreement Seller or any of their respective Subsidiaries thereunder or be contrary to Applicable Law. Seller shall automatically effect an immediate assignment of such Consent-Required Asset without further action by either party hereto. Pharsight and MGA will use their its commercially reasonable efforts (which shall not be deemed require Seller to require pay any payment of money or other value by Pharsight consideration to any Person or MGAto initiate any claim or proceeding against any Person) (a) to obtain such approval or consent and (b) if such approval or consent cannot be obtained, to secure an arrangement reasonably satisfactory to Buyer ensuring that Buyer will receive the consent of benefits under the other parties to any such Consent-Required Purchased Asset for the assignment thereof to Pharsight as Pharsight may reasonably request. If which such consent is not obtainedbeing sought and bear the burden of the Liabilities related to such Purchased Asset; provided, however, that (i) Seller shall have no obligation to obtain such consent or if approval or to provide such an attempted assignment thereof would be ineffective alternative arrangement other than the undertaking to use commercially reasonable efforts to obtain or would adversely affect provide the rights same as set forth in this ‎Section 2.05, and (ii) Buyer shall have no remedy (including under ‎Article 7) for failure of MGA thereunder so Seller to obtain any such consent or approval or to provide any such alternative arrangement (but, for the avoidance of doubt, Buyer may seek indemnification under ‎Article 7 (subject to the limitations set forth therein) for a breach of Seller’s obligation to use commercially reasonable efforts as set forth in this ‎Section 2.05). To the extent that, in connection with obtaining a third party’s consent under any Contract, one or more of the parties hereto enter into an agreement with such third party that Pharsight would not in fact receive all provides for an allocation of Liability among the parties hereto with respect to such rights, Sellers and Pharsight will cooperate in a mutually agreeable arrangement under which Pharsight would obtain Contract that is inconsistent with the benefits and assume the obligations thereunder in accordance with terms of this Agreement, including sub-contracting or sub-licensing to Pharsightthe parties agree that, or under which Sellers would enforce for as among themselves, the benefit provisions of Pharsight, with Pharsight assuming MGA's obligations, any and all rights of MGA against a third party thereto. Sellers will promptly pay or assign to Pharsight when received all monies received by Sellers with respect to any Consent-Required Asset and any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Nothing in this Section 2.5 Agreement shall be construed to diminish the representations, warranties and covenants of Sellers respecting such consentscontrol.

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assignassign or otherwise sell, convey or transfer any Acquired Transferred Asset (or any claim Managed Transponder Contract Asset), or any claim, right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment of assignment, sale, conveyance or transfer thereof, or entering into any such Consent-Required Assetagreement or arrangement, without the consent of one or more a third partiesparty, would constitute a breach of, or other contravention thereof under, any agreement to which any Seller Company is a party, be ineffective with respect to any party thereto or would in any way adversely affect the rights of Pharsight any Seller Company or MGA Buyer Company thereunder; provided. With respect to any Transferred Asset (or Managed Transponder Transferred Asset) that is a Contract requiring the consent of one or more parties thereto to transfer such contract or any claim, howeverright or benefit arising thereunder or resulting therefrom to Buyers, that once all such consents are obtainedpromptly after the date hereof, this Agreement shall automatically effect an immediate assignment of such Consent-Required Asset without further action by either party hereto. Pharsight and MGA the Parties will use their commercially reasonable commercial efforts (which to obtain the written consent of the other parties to any such Contract for the assignment thereof to Buyers, or written confirmation from such parties reasonably satisfactory in form and substance to the applicable Seller Company and Buyers confirming that such consent is not required. Notwithstanding the foregoing provisions of this Section 2.05(a), nothing herein shall not be deemed to require any payment of money or other value by Pharsight or MGA) the parties hereto to obtain the consent of the other parties to any such ConsentContract relating to commercial “off-Required Asset for the assignment thereof the-shelf” software licenses with an original acquisition cost to Pharsight as Pharsight may reasonably requestSellers of less EXECUTION COPY than $25,000 (“Small COTS License”). If such consent is not obtainedobtained with respect to any such Contract, other than a Small COTS License, or if an attempted assignment thereof would be ineffective or would adversely affect the rights right of MGA any Seller Company or Buyer Company thereunder so that Pharsight would not in fact receive all such rights(including the amount chargeable by Buyer to MTC under the MTC Contract other than as a result of MTC holding assets other than the Managed Transponder Contract Assets), then, as among the Parties, Sellers and Pharsight Buyer will cooperate in a mutually agreeable arrangement under which Pharsight Buyer or such Buyer Company would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting subcontracting, sublicensing or sub-licensing subleasing to PharsightBuyer or Buyer Companies, subject to Applicable Law and the terms of such Contract, the claims, rights and benefits of the applicable Seller Company with Buyer or Buyer Companies assuming the obligations under which Sellers would such Contract in accordance with this Agreement, and the applicable Seller Company will enforce at the request of and for the benefit of PharsightBuyer or Buyer Companies, with Pharsight Buyer or Buyer Companies assuming MGA's such Seller Company’s obligations, any and all claims, rights and benefits of MGA such Seller Company against a any third party theretothereto arising from any such Contract (including the right to elect to terminate such Contract in accordance with the terms thereof upon the request of Buyer). Sellers To the extent any such consent is not received prior to the Closing, the Parties will promptly pay cooperate to obtain such consent or assign to Pharsight when received all monies received by Sellers enter into an arrangement with respect to any Consent-Required Asset and any claim or right or any benefit arising thereunder, except to thereto as soon as reasonably practical after the extent the same represents an Excluded Asset. Nothing in this Section 2.5 shall be construed to diminish the representations, warranties and covenants of Sellers respecting such consentsClosing.

Assignment of Contracts and Rights. (a) Anything in this Agreement or any other Transaction Document to the contrary notwithstanding, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assignassign any Intel Transferred Contract, any Acquired Asset Intel Transferred Permit, or other Intel Transferred Asset, or any claim or claim, right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") if an attempted assignment of such Consent-Required Assetthereof, without the consent of one a party thereto or more third partiesthe receipt of any Governmental Approvals or the satisfaction of any other requirement applicable to such assignment, would constitute a breach or other contravention thereof or would in any way adversely affect result in the loss of any material benefit under, or any material modification to, the rights of Pharsight Newco, Intel or MGA any of Intel’s Subsidiaries thereunder; provided, however, that once all such consents are obtained, this Agreement shall automatically effect an immediate assignment of such Consent-Required Asset without further action by either party hereto. Pharsight Intel and MGA Newco will use their commercially reasonable efforts (which shall not be deemed to require but without any payment of money or other value by Pharsight or MGAIntel) to obtain the consent of the other parties to any such Consent-Required Intel Transferred Contract, Intel Transferred Permit or other Intel Transferred Asset or any claim, right or benefit arising thereunder for the assignment thereof to Pharsight Newco as Pharsight Newco may reasonably request. If such consent is not obtained; provided, or if an attempted assignment thereof would be ineffective or would adversely affect however, that except as provided in Section 2.5 of the rights of MGA thereunder so that Pharsight would not in fact receive all such rights, Sellers and Pharsight will cooperate in a mutually agreeable arrangement under which Pharsight would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting or sub-licensing to Pharsight, or under which Sellers would enforce for the benefit of Pharsight, with Pharsight assuming MGA's obligations, any and all rights of MGA against a third party thereto. Sellers will promptly pay or assign to Pharsight when received all monies received by Sellers Intel Intellectual Property Agreement with respect to the sublicensing of certain Third Party Claims to Newco, Intel shall have no obligation to transfer or assign any Consent-Required Asset and license of any claim or right Intellectual Property other than the Intel Transferred Intellectual Property or any benefit arising thereunderlicenses granted by Intel in connection with the sale, except distribution and license of the Intel Products in the ordinary course of business that are not Intel Transferred Contracts. Subject to the extent obligations of Intel set forth in Section 5.6, Section 4.3 of the same represents an Excluded Asset. Nothing Master Agreement, Section 2.6 of the Intel Intellectual Property Agreement, the Intel Transition Services Agreement and the Intel Supply Agreement, Newco agrees that Intel shall not have any liability to Newco arising out of or relating to the failure to obtain any such consent or to satisfy any other such requirement that may be required in connection with the transactions contemplated by this Agreement or the Intel Ancillary Agreements or because of any circumstances resulting from any such failure; provided, however, that nothing in this Section 2.5 shall be construed 2.5(a) is intended to diminish the representations, warranties and covenants of Sellers respecting such consentsaffect Intel’s representation in Section 3.8(b) regarding Intel Contractual Consents.

Assignment of Contracts and Rights. Anything To the maximum extent permitted by the Bankruptcy Code, the Purchased Assets shall be assumed by and assigned to Buyer pursuant to Section 365 of the Bankruptcy Code as of the Closing Date or such other date as specified in an Order of the Bankruptcy Court. Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assign, assign any Acquired Asset asset or any claim or right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") if an attempted assignment of such Consent-Required Asset, without the consent of one or more a third parties, party would constitute a breach or other contravention thereof or would in any way adversely affect the rights of Pharsight Buyer or MGA Sellers thereunder; provided, however, that once all such consents are obtained, this Agreement shall automatically effect an immediate assignment of such Consent-Required Asset without further action by either party hereto. Pharsight and MGA will use their commercially reasonable efforts (which shall not be deemed to require any payment of money or other value by Pharsight or MGA) to obtain the consent of the other parties to any such Consent-Required Asset for the assignment thereof to Pharsight as Pharsight may reasonably request. If such consent is not obtainedobtained or such assignment is not attainable pursuant to Section 105, 363 or if an attempted 365 of the Bankruptcy Code, other than as a result of the failure to pay Disputed Cure Costs or Undisputed Cure Costs that are not Assumed Liabilities, then such Purchased Assets shall not be transferred hereunder and the Closing shall proceed with respect to the remaining Purchased Assets and Sellers, at Buyer’s sole cost and expense, shall use their commercially reasonable efforts, and Buyer shall cooperate with Sellers, to obtain any such consent and to resolve the impracticalities of assignment thereof would after the Closing. To the extent that the consents referred to in this Section 1.4 have not been obtained by Sellers prior to the Closing, it being understood and agreed that any such consents shall be ineffective or would adversely affect limited to consents associated with Permits constituting Purchased Assets, until the rights impracticalities of MGA thereunder so that Pharsight would not assignment referred to in fact receive all such rightsthis Section 1.4 hereof are resolved, Sellers and Pharsight will shall use their commercially reasonable efforts to (i) provide Buyer the benefits of any Purchased Asset referred to in this Section 1.4, (ii) cooperate in a mutually agreeable any reasonable and lawful arrangement under which Pharsight would obtain the designed to provide such benefits to Buyer, and assume the obligations thereunder in accordance with this Agreement(iii) enforce, including sub-contracting or sub-licensing to Pharsight, or under which Sellers would enforce for the benefit account and benefit, and at the cost, of Pharsight, with Pharsight assuming MGA's obligationsBuyer, any and all rights of MGA Sellers arising from the Purchased Assets referred to in this Section 1.4 against a third party such issuer thereof and all other parties thereto (including the right to elect to terminate any Contract in accordance with the terms thereof on the advice of Buyer). To the extent that Buyer is provided the benefits pursuant to this Section 1.4 of any Purchased Asset, Buyer shall perform, on behalf of Sellers, for the benefit of the issuer thereof and/or all other parties thereto. , the obligations of Sellers will promptly pay thereunder or assign to Pharsight when received all monies received by Sellers with respect to any Consent-Required Asset and any claim or right or any benefit arising thereunderin connection therewith, except but only to the extent the same represents an Excluded Assetthat such action by Buyer would not result in any material default thereunder or in connection therewith. Nothing contained in this Section 2.5 1.4 shall be construed to diminish the representationsconstitute a waiver of, warranties and covenants of Sellers respecting such consentsor impair, Buyer's rights under Section 4.2.6.

Assignment of Contracts and Rights. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingcontained in this Agreement, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assign, assign any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") Assumed Contract if an attempted assignment of such Consent-Required Assetthereof, without consent of one or more a third partiesparty thereto, would constitute a breach or other contravention thereof or would in any way adversely affect the rights of Pharsight Buyer or MGA the Company thereunder; provided. The Company will use, howeverand the Shareholders will cause the Company to use, that once all such consents are obtained, this Agreement shall automatically effect an immediate assignment of such Consent-Required Asset without further action by either party hereto. Pharsight and MGA will use their commercially reasonable efforts (which shall not be deemed to require any payment of money or other value by Pharsight or MGA) to obtain the consent of the other parties to any such Consent-Required Asset Assumed Contract for the assignment thereof to Pharsight Buyer as Pharsight Buyer may reasonably request. If Unless and until such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of MGA Buyer or the Company thereunder so that Pharsight Buyer would not in fact receive all rights under such rightsAssumed Contract, Sellers the Company and Pharsight Buyer will reasonably cooperate in a mutually agreeable an arrangement under which Pharsight Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-contracting licensing, or sub-licensing subleasing to PharsightBuyer, or under which Sellers the Company would enforce enforce, at Buyer’s expense, for the benefit of PharsightBuyer, with Pharsight Buyer assuming MGA's obligationsat Buyer’s expense the Company’s obligations and Liabilities (solely to the extent provided in Section 1.2(a)), any and all rights of MGA the Company against a third party thereto. Sellers The Company will promptly pay or assign to Pharsight Buyer when received all monies received by Sellers with respect the Company under any such Assumed Contracts relating to or arising out of products delivered, services rendered or work performed on or after the Closing Date, and Buyer shall pay, defend, discharge and perform all Liabilities relating to or arising out of products delivered, services rendered or work performed on or after the Closing Date under such Assumed Contracts. Unless and until any Consent-Required Asset Assumed Contract is assigned to Buyer, the Company and the Shareholders agree they shall not terminate or take any claim or right or other action that would reasonably be expected to result in a termination of such Assumed Contract without Buyer’s consent. Parent and Buyer hereby indemnify the Company and the Shareholders, and hold the Company and the Shareholders harmless for, any benefit arising thereunder, except expenses incurred pursuant to the extent the same represents an Excluded Asset. Nothing in this Section 2.5 shall be construed to diminish the representations, warranties and covenants of Sellers respecting such consents1.3.

Assignment of Contracts and Rights. (a) Anything in this Agreement or any other Transaction Document to the contrary notwithstanding, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assignassign any FINAL ATTACHMENT TO MASTER AGREEMENT ST Transferred Contract, any Acquired Asset ST Transferred Permit, or other ST Transferred Asset, or any claim or claim, right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") if an attempted assignment of such Consent-Required Assetthereof, without the consent of one a party thereto or more third partiesthe receipt of any Governmental Approvals or the satisfaction of any other requirement applicable to such assignment, would constitute a breach or other contravention thereof or would in any way adversely affect result in the loss of any material benefit under, or any material modification to, the rights of Pharsight Newco, ST or MGA any of ST’s Subsidiaries thereunder; provided, however, that once all such consents are obtained, this Agreement shall automatically effect an immediate assignment of such Consent-Required Asset without further action by either party hereto. Pharsight ST and MGA Newco will use their commercially reasonable efforts (which shall not be deemed to require but without any payment of money or other value by Pharsight or MGAST) to obtain the consent of the other parties to any such Consent-Required ST Transferred Contract, ST Transferred Permit or other ST Transferred Asset or any claim, right or benefit arising thereunder for the assignment thereof to Pharsight Newco as Pharsight Newco may reasonably request. If such consent is not obtained; provided, or if an attempted assignment thereof would be ineffective or would adversely affect however, that except as provided in Section 2.5 of the rights of MGA thereunder so that Pharsight would not in fact receive all such rights, Sellers and Pharsight will cooperate in a mutually agreeable arrangement under which Pharsight would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting or sub-licensing to Pharsight, or under which Sellers would enforce for the benefit of Pharsight, with Pharsight assuming MGA's obligations, any and all rights of MGA against a third party thereto. Sellers will promptly pay or assign to Pharsight when received all monies received by Sellers ST Intellectual Property Agreement with respect to the sublicensing of certain Third Party Claims to Newco, ST shall have no obligation to transfer or assign any Consent-Required Asset and license of any claim or right Intellectual Property other than the ST Transferred Intellectual Property or any benefit arising thereunderlicenses granted by ST in connection with the sale, except distribution and license of the ST Products in the ordinary course of business that are not ST Transferred Contracts. Subject to the extent obligations of ST set forth in Section 5.6, Section 4.3 of the same represents an Excluded Asset. Nothing Master Agreement, Section 2.6 of the ST Intellectual Property Agreement, the ST Transition Services Agreement and the ST Supply Agreements and ST Consortium Agreements, Newco agrees that ST shall not have any liability to Newco arising out of or relating to the failure to obtain any such consent or to satisfy any other such requirement that may be required in connection with the transactions contemplated by this Agreement or the ST Ancillary Agreements or because of any circumstances resulting from any such failure; provided, however, that nothing in this Section 2.5 shall be construed 2.5(a) is intended to diminish the representations, warranties and covenants of Sellers respecting such consentsaffect ST’s representation in Section 3.8(b) regarding ST Contractual Consents.

Assignment of Contracts and Rights. (i) Anything in this Agreement or any other Transaction Document to the contrary notwithstanding, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assignassign any Intel Transferred Contract, any Acquired Asset Intel Transferred Permit, or other Intel Transferred Asset, or any claim or claim, right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") if an attempted assignment of such Consent-Required Assetthereof, without the consent of one a party thereto or more third partiesthe receipt of any Governmental Approvals or the satisfaction of any other requirement applicable to such assignment, would constitute a breach or other contravention thereof or would in any way adversely affect result in the loss of any material benefit under, or any material modification to, the rights of Pharsight Holdings, any of Holdings’ Subsidiaries, Intel or MGA any of Intel’s Subsidiaries thereunder; provided, however, that once all such consents are obtained, this Agreement shall automatically effect an immediate assignment of such Consent-Required Asset without further action by either party hereto. Pharsight Intel and MGA Holdings will use their commercially reasonable efforts (which shall not be deemed to require but without any payment of money or other value by Pharsight or MGAIntel) to obtain the consent of the other parties to any such Consent-Required Intel Transferred Contract, Intel Transferred Permit or other Intel Transferred Asset or any claim, right or benefit arising thereunder for the assignment thereof to Pharsight Holdings or a Subsidiary of Holdings as Pharsight Holdings may reasonably request. If such consent is not obtained; provided, or if an attempted assignment thereof would be ineffective or would adversely affect however, that except as provided in Section 2.5 of the rights of MGA thereunder so that Pharsight would not in fact receive all such rights, Sellers and Pharsight will cooperate in a mutually agreeable arrangement under which Pharsight would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting or sub-licensing to Pharsight, or under which Sellers would enforce for the benefit of Pharsight, with Pharsight assuming MGA's obligations, any and all rights of MGA against a third party thereto. Sellers will promptly pay or assign to Pharsight when received all monies received by Sellers Intel Intellectual Property Agreement with respect to the sublicensing of certain Third Party Claims to Holdings, Intel shall have no obligation to transfer or assign any Consent-Required Asset and license of any claim or right Intellectual Property other than the Intel Transferred Intellectual Property or any benefit arising thereunderlicenses granted by Intel in connection with the sale, except distribution and license of the Intel Products in the ordinary course of business that are not Intel Transferred Contracts. Subject to the extent obligations of Intel set forth in Section 5.6, Section 4.3 of the same represents an Excluded Asset. Nothing Master Agreement, Section 2.6 of the Intel Intellectual Property Agreement, the Intel Transition Services Agreement, the Intel Supply Agreement and the Intel Pudong Services Agreement, Holdings and Numonyx agree that Intel shall not have any liability to Holdings or any of its Subsidiaries arising out of or relating to the failure to obtain any such consent or to satisfy any other such requirement that may be required in connection with the transactions contemplated by this Agreement or the Intel Ancillary Agreements or because of any circumstances resulting from any such failure; provided, however, that nothing in this Section 2.5 shall be construed 2.5(a) is intended to diminish the representations, warranties and covenants of Sellers respecting such consentsaffect Intel’s representation in Section 3.8(b) regarding Intel Contractual Consents.

Assignment of Contracts and Rights. Anything in this Agreement to ---------------------------------- the contrary notwithstanding, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assignassign any of the Xxxxx Assets, the International Assets or any Acquired Asset asset of TMHE, the TMHE Subsidiaries or Xxxxxxx'x or any claim or right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") if an attempted assignment of such Consent-Required Assetas signment thereof, without the consent of one or more a third partiesparty thereto, would constitute a breach or other contravention thereof or would in any way adversely affect the rights of Pharsight XxXxxx-Xxxx or MGA Times Mirror or any of their affiliates thereunder; provided, however, that once all such consents are obtained, this Agreement shall automatically effect an immediate assignment of such Consent. XxXxxx-Required Asset without further action by either party hereto. Pharsight Xxxx and MGA Times Mirror will use reasonable efforts, and will cause their commercially affiliates to use reasonable efforts (which shall not be deemed to require but without any payment of money by XxXxxx-Xxxx or other value by Pharsight Times Mirror or MGAtheir affiliates) to obtain the consent of the other parties to any such Consent-Required Asset asset or any claim or right or any benefit arising thereunder for the assignment as signment thereof to Pharsight as Pharsight may reasonably requestpermitted hereby. If such consent is not obtained, or if an attempted assignment thereof would be ineffective inef fective or would adversely affect the rights of MGA the transferor thereunder so that Pharsight the transferee would not in fact receive all such rights, Sellers the transferor and Pharsight the transferee will cooperate in a mutually agreeable arrangement under which Pharsight the transferee would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting subcontracting, sublicensing or sub-licensing subleasing to Pharsightthe transferee, or under which Sellers the transferor would enforce for the benefit of Pharsightthe transferee, with Pharsight the transferee assuming MGAthe transferor's obligations, any and all rights of MGA the transferor against a third party thereto. Sellers The transferor will pay promptly pay or assign to Pharsight the transferee when received all monies received by Sellers with respect to the transferor after the Closing Date under any Consent-Required Asset and of the such assets or any claim or right or any benefit arising thereunder. Provided that XxXxxx-Xxxx and its affiliates (includ ing Xxxxxxx'x) use reasonable efforts to obtain such consents, except Times Mirror agrees that neither XxXxxx-Xxxx nor its affiliates shall have any liability whatsoever arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termi nation of any asset of Xxxxxxx'x as a result thereof, to the extent the same represents an Excluded Assetsuch matters are disclosed on Schedule 6.02 or are not material to Xxxxxxx'x. Nothing in this Section 2.5 Times Mirror further agrees that no condition shall be construed deemed not to diminish be satisfied as a result of (i) the representationsfailure to obtain any such consent or as a result of any such default, warranties acceleration or termination or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threat ened by or on behalf of any persons arising out of or relating to the failure to obtain any such consent or any such default, acceleration or termination, in each case to the extent such matters are disclosed on Schedule 6.02 or are not material to Xxxxxxx'x. Provided that Times Mirror and covenants of Sellers respecting its affiliates (in cluding TMHE and Xxxxx) use reasonable efforts to obtain such consents, XxXxxx-Xxxx agrees that neither Times Mirror nor its affiliates shall have any liability whatsoever arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termination of any asset included in the College Publishing Business as a result thereof, to the extent such matters are disclosed on Schedule 5.03 or are not material to the College Publishing Business. XxXxxx-Xxxx further agrees that no condition shall be deemed not to be satisfied as a result of (i) the failure to obtain any such consent or as a result of any such default, acceleration or termination or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any persons arising out of or relating to the failure to obtain any such consent or any such default, acceleration or termination, in each case to the extent such matters are disclosed on Schedule 5.03 or are not material to the College Publishing Business.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor (including the consummation of the transactions reorganization contemplated hereby in Article II) shall not constitute an assignment, or an agreement to assigncontribute or otherwise sell, convey, transfer, assign or sublicense any Contract, license or permit constituting an SG Acquired Asset Asset, or any claim or claim, right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment of assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such Consent-Required Assetagreement or arrangement, without the consent of one or more a third partiesparty, would constitute a breach of, or other contravention thereof under, any agreement to which Saint-Gobain, or would its Asset Transferors, is a party, be ineffective with respect to any party thereto or in any way adversely affect the rights of Pharsight either Party, an Asset Transferor, or MGA the transferee thereunder; provided. With respect to any such Contract, howeverlicense or permit or any claim, that once all such consents are obtainedright or benefit arising thereunder or resulting therefrom, this Agreement shall automatically effect an immediate assignment of such Consent-Required Asset without further action by either party hereto. Pharsight and MGA promptly after the date hereof, the Parties will use their commercially reasonable commercial efforts (which shall not be deemed to require but without any payment of money or other transfer of value by Pharsight either Party or MGAany of their respective Affiliates to any third party) to obtain any required consent for the consent assignment, transfer or sublicense of the other parties to any such Consent-Required Asset for Contract, license or permit to Xxxxx Corning or the assignment thereof applicable Acquired Subsidiary, or written confirmation reasonably satisfactory in form and substance to Pharsight as Pharsight may reasonably request. If the Parties confirming that such consent is not obtainedrequired. Except with respect to the leases of Metal used in Saint-Gobain’s Business, if a required consent is not obtained with respect to any such Contract, license or if an attempted assignment thereof would be ineffective or would adversely affect the rights of MGA thereunder so that Pharsight would not in fact receive all such rightspermit (a “Consent Failure”), Sellers Saint-Gobain and Pharsight its Asset Transferors will cooperate in a mutually agreeable arrangement under which Pharsight Xxxxx Corning would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subsubcontracting or subleasing to Xxxxx Corning or to its applicable Affiliate, subject to Applicable Law and the terms of any such Contract, license or permit, with Xxxxx Corning or its applicable Affiliate obtaining the claims, rights and benefits of Saint-contracting or sub-licensing to PharsightGobain, or its Asset Transferors, and assuming the obligations under which Sellers would such Contract, license or permit in accordance with this Agreement, and Saint-Gobain, or its Asset Transferors, will enforce at the request of and for the benefit of PharsightXxxxx Corning or its applicable Affiliate, with Pharsight Xxxxx Corning or its applicable Affiliate assuming MGA's Saint-Gobain’s, or its Asset Transferors, obligations, any and all claims, rights and benefits of MGA Saint-Gobain, or its Asset Transferors, against a any third party theretothereto arising from any such Contract, license or permit (including the right to elect to terminate such Contract in accordance with the terms thereof upon the request of Xxxxx Corning). Sellers will promptly pay If any Consent Failure occurs and Saint-Gobain, or assign its Asset Transferors, and Xxxxx Corning or its applicable Affiliate have failed to Pharsight when received all monies received by Sellers have entered into an arrangement to provide to Xxxxx Corning or its applicable Affiliate the benefits under the relevant Contract, license or permit, Saint-Gobain and Xxxxx Corning shall cooperate following the Closing to obtain such consent or enter into an agreement with respect to any Consent-Required Asset and any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Nothing in this Section 2.5 shall be construed to diminish the representations, warranties and covenants of Sellers respecting such consentsthereto as soon as reasonably practicable thereafter.