Common use of Assignment of Contracts Clause in Contracts

Assignment of Contracts. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any of the Contracts, or any claim, right or benefit arising under the Contracts or resulting from the Contracts, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach of such Contract or would be ineffective. If any such consent has not been obtained as of the Closing Date, or if an attempted assignment of any such Contract would be ineffective, Buyer shall perform the obligations under such Contract in the name of Seller, and Seller will cooperate with Buyer, without additional consideration, in any reasonable arrangement designed to provide for Buyer the benefits under such Contract, including enforcement for the benefit of Buyer (at Buyer's expense) of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the Effective Date with respect to the Contracts referred to in the preceding sentence (and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned to Buyer hereunder without regard to the provisions of this Section 1.5; provided, however, that Buyer shall not be required to indemnify Seller or Barry for any loss, liability, or expense relating to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller to Buyer of a Contract without the consent of a third party.

Assignment of Contracts. Anything Notwithstanding any other provision of this Agreement, nothing in this Agreement to the contrary notwithstanding, this Agreement or any related document shall not constitute be construed as an agreement attempt to assign (a) any Contract which, as a matter of the Contractslaw or by its terms, or any claim, right or benefit arising under the Contracts or resulting from the Contracts, if an attempted assignment thereof, is non-assignable without the consent of a third party thereto, would constitute a breach of such Contract or would be ineffective. If any the other parties thereto unless such consent has not been obtained given, or (b) any Contract or claim as to which all of the Closing Dateremedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or if by its terms, pass to Purchaser as an attempted assignment incident of any the transfers and assignments to be made under this Agreement. In order, however, that the full value of every Contract and claim of the character described in clauses (a) and (b) above and all claims and demands on such Contract would Contracts may be ineffective, Buyer shall perform the obligations under such Contract in the name of Seller, and Seller will cooperate with Buyer, without additional consideration, in any reasonable arrangement designed to provide for Buyer the benefits under such Contract, including enforcement realized for the benefit of Buyer (Purchaser, Seller, at Buyer's expense) the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such Contracts may be performed in such manner that the value of such Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand. Nothing in this Section shall relieve Seller of its obligations to obtain any consents required for the transfer of the Assets and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the Effective Date with respect thereunder to the Contracts referred to in the preceding sentence (and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned to Buyer hereunder without regard to the provisions of this Section 1.5; provided, however, that Buyer shall not be required to indemnify Seller or Barry for any loss, liabilityPurchaser, or expense relating shall relieve Seller from any liability to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller Purchaser for failure to Buyer of a Contract without the consent of a third partyobtain such consents.

Assignment of Contracts. Anything Notwithstanding any other provision of this Agreement, nothing in this Agreement to the contrary notwithstanding, this Agreement or any related document shall not constitute be construed as an agreement attempt to assign (i) any Contract which, as a matter of the Contractslaw or by its terms, or any claim, right or benefit arising under the Contracts or resulting from the Contracts, if an attempted assignment thereof, is nonassignable without the consent of a third party thereto, would constitute a breach of such Contract or would be ineffective. If any the other parties thereto unless such consent has not been obtained given, or (ii) any Contract or claim as to which all of the Closing Dateremedies for the enforcement thereof enjoyed by Sellers would not, as a matter of law or if by its terms, 37 45 pass to Purchaser as an attempted assignment incident of any the transfers and assignments to be made under this Agreement. In order, however, that the full value of every Contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such Contract would Contracts may be ineffective, Buyer shall perform the obligations under such Contract in the name of Seller, and Seller will cooperate with Buyer, without additional consideration, in any reasonable arrangement designed to provide for Buyer the benefits under such Contract, including enforcement realized for the benefit of Buyer (Purchaser, Sellers, at Buyer's expense) the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Sellers under such Contracts may be performed in such manner that the value of such Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim. Sellers shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand. Nothing in this Section 12.7 shall relieve Sellers or Shareholder of their obligations to obtain any consents required for the transfer of the Assets and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the Effective Date with respect thereunder to the Contracts referred to in the preceding sentence (and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned to Buyer hereunder without regard to the provisions of this Section 1.5; provided, however, that Buyer shall not be required to indemnify Seller or Barry for any loss, liabilityPurchaser, or expense relating shall relieve Sellers or Shareholder from any liability to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller Purchaser for failure to Buyer of a Contract without the consent of a third partyobtain such consents.

Assignment of Contracts. Anything Notwithstanding any other provision of this Agreement, nothing in this Agreement to the contrary notwithstanding, this Agreement or any related document shall not constitute be construed as an agreement attempt to assign (a) any Contract which, as a matter of the Contractslaw or by its terms, or any claim, right or benefit arising under the Contracts or resulting from the Contracts, if an attempted assignment thereof, is nonassignable without the consent of a third party thereto, would constitute a breach of such Contract or would be ineffective. If any the other parties thereto unless such consent has not been obtained given, or (b) any Contract or claim as to which all of the Closing Dateremedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or if by its terms, pass to Purchaser as an attempted assignment incident of any the transfers and assignments to be made under this Agreement. In order, however, that the full value of every Contract and claim of the character described in clauses (a) and (b) above and all claims and demands on such Contract would Contracts may be ineffective, Buyer shall perform the obligations under such Contract in the name of Seller, and Seller will cooperate with Buyer, without additional consideration, in any reasonable arrangement designed to provide for Buyer the benefits under such Contract, including enforcement realized for the benefit of Buyer (Purchaser, Seller, at Buyer's expense) the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such Contracts may be performed in such manner that the value of such Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand. Nothing in this Section 26.13 shall relieve Seller of its obligations to obtain any consents required for the transfer of the Assets and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the Effective Date with respect thereunder to the Contracts referred to in the preceding sentence (and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned to Buyer hereunder without regard to the provisions of this Section 1.5; provided, however, that Buyer shall not be required to indemnify Seller or Barry for any loss, liabilityPurchaser, or expense relating shall relieve Seller from any liability to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller Purchaser for failure to Buyer of a Contract without the consent of a third partyobtain such consents.

Assignment of Contracts. Anything Notwithstanding any other provision of this Agreement, nothing in this Agreement to the contrary notwithstanding, this Agreement or any related document shall not constitute be construed as an agreement attempt to assign (i) any Contract which, as a matter of the Contractslaw or by its terms, or any claim, right or benefit arising under the Contracts or resulting from the Contracts, if an attempted assignment thereof, is nonassignable without the consent of a third party thereto, would constitute a breach of such Contract or would be ineffective. If any the other parties thereto unless such consent has not been obtained given, or (ii) any Contract or claim as to which all of the Closing Dateremedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or if by its terms, pass to Purchaser as an attempted assignment incident of any the transfers and assignments to be made under this Agreement. In order, however, that the full value of every Contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such Contract would Contracts may be ineffective, Buyer shall perform the obligations under such Contract in the name of Seller, and Seller will cooperate with Buyer, without additional consideration, in any reasonable arrangement designed to provide for Buyer the benefits under such Contract, including enforcement realized for the benefit of Buyer (Purchaser, Seller, at Buyer's expense) the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such Contracts may be performed in such manner that the value of such Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand. Nothing in this Section 12.7 shall relieve Seller or Shareholder of their obligations to obtain any consents required for the transfer of the Assets and all rights of Seller against a third party thereto arising out of the breach thereunder to Purchaser, or cancellation by such third party or otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the Effective Date with respect to the Contracts referred to in the preceding sentence (and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned to Buyer hereunder without regard to the provisions of this Section 1.5; provided, however, that Buyer shall not be required to indemnify relieve Seller or Barry Shareholder from any liability to Purchaser for any loss, liability, or expense relating failure to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller to Buyer of a Contract without the consent of a third partyobtain such consents.

Assignment of Contracts. Anything Notwithstanding any other provision of this Agreement, nothing in this Agreement to the contrary notwithstanding, this Agreement or any related document shall not constitute be construed as an agreement attempt to assign (i) any contract which, as a matter of the Contractslaw or by its terms, or any claim, right or benefit arising under the Contracts or resulting from the Contracts, if an attempted assignment thereof, is nonassignable without the consent of a third party thereto, would constitute a breach of such Contract or would be ineffective. If any the other parties thereto unless such consent has not been obtained given, or (ii) any contract or claims as to which all of the Closing Dateremedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or if by its terms, pass to Purchaser as an attempted assignment incident of any the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such Contract would contracts may be ineffective, Buyer shall perform the obligations under such Contract in the name of Seller, and Seller will cooperate with Buyer, without additional consideration, in any reasonable arrangement designed to provide for Buyer the benefits under such Contract, including enforcement realized for the benefit of Buyer (Purchaser, Seller, at Buyer's expense) the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts may be performed in such manner that the value of such contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closing. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such moneys are earned by the Purchaser on or after the Closing Date. Nothing in this Section 13 shall relieve Seller of its obligation to obtain any consents required for the transfer of the Assets and all rights of thereunder to Purchaser or shall relieve Seller against a third party thereto arising out of the breach or cancellation by from any liability to Purchaser for failure to obtain such third party or otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the Effective Date with respect to the Contracts referred to in the preceding sentence (and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned to Buyer hereunder without regard to the provisions of this Section 1.5; provided, however, that Buyer shall not be required to indemnify Seller or Barry for any loss, liability, or expense relating to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller to Buyer of a Contract without the consent of a third partyconsents.

Assignment of Contracts. Anything in this Agreement to the contrary ----------------------- notwithstanding, this Agreement shall not constitute an agreement to assign or otherwise transfer any of the Contracts, Contract or any claim, right or benefit arising under the Contracts or resulting from the Contractsrights thereunder, if an attempted assignment or transfer thereof would constitute a breach thereof, would be ineffective or would violate any applicable law without the consent of a third party theretoto such assignment or transfer. Until such consent or waiver has been obtained, would constitute a breach Buyer shall make all reasonable efforts to perform in Seller's name all of Seller's obligations under any such Contract or would be ineffective. If for which any such consent has not been obtained as of the Closing Date, or if an attempted assignment of any such Contract would be ineffective, Buyer obtained. Seller shall perform the obligations under such Contract in the name of Seller, and Seller will cooperate with Buyer, without additional consideration, Buyer in any reasonable arrangement designed to provide for Buyer all of the benefits benefits, and to have Buyer assume the burdens, liabilities, obligations and expenses under all such ContractContracts. At Buyer's request, including enforcement Seller shall, at Buyer's sole cost and expense, take all reasonable efforts requested by Buyer to enforce, for the benefit of Buyer (at Buyer's expense) of , any and all rights of Seller against a third party thereto arising out of the breach or cancellation by under any such third party or otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the Effective Date with respect to the Contracts referred to in the preceding sentence (and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned to Buyer hereunder without regard Contract not otherwise transferred pursuant to the provisions of this Section 1.5Agreement. Seller hereby authorizes Buyer to perform and Buyer hereby agrees to perform all of Seller's obligations after the Closing under all such contracts. Seller agrees to remit promptly to Buyer all collections or payments received by Seller in respect of all such Contracts, and shall hold all such collections or payments for the benefit of, and promptly pay the same over to, Buyer; provided, however, that Buyer nothing herein shall not be required create or provide any rights or benefits in or to indemnify Seller or Barry for any loss, liability, or expense relating to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller to Buyer of a Contract without the consent of a third partyparties.

Assignment of Contracts. Anything in this This Agreement to the contrary notwithstanding, this Agreement and any document delivered hereunder shall not constitute an agreement to assign any of the Contracts, assignment or any claim, right or benefit arising under the Contracts or resulting from the Contracts, if an attempted assignment thereof, of any Assumed Contract contemplated to be assigned to Buyer hereunder: (a) that is not assignable without the consent of a third another party thereto, would constitute a breach of such Contract or would be ineffective. If any if such consent has not been obtained as and such assignment or attempted assignment would constitute a breach thereof; or (b) in respect of which the remedies for the enforcement thereof available to Seller would not pass to Buyer. In respect of the Closing Dateforegoing, Seller shall take or if an attempted assignment cause to be taken such action in its name or otherwise as Buyer may reasonably require (other than the payment of any such Contract would be ineffectivemoney or incurring of contractual obligations) so as to provide to Buyer the benefits thereof and to effect collection of money to become due and payable by the other party thereto and Seller shall promptly pay over to Buyer all money received by Seller in respect of all of the foregoing. Effective upon completion of the Closing, Buyer shall Seller authorizes Buyer, at Buyer's expense, to perform the all of Seller's obligations under such Contract the foregoing and constitutes Buyer its attorney to act in the name of Seller, and Seller will cooperate with Buyer, without additional consideration, in any reasonable arrangement designed to provide for Buyer the benefits under such Contract, including enforcement for the benefit of Buyer (at Buyer's expense) of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwiserespect thereto. Buyer shall be responsible for assume all liabilities of Seller's obligations and obligations responsibilities under any of the foregoing and agrees to fully indemnify Seller arising in respect of any period after the Effective Date with respect all such obligations and responsibilities to the Contracts referred to in the preceding sentence (same extent and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as manner if such Contracts obligations and responsibilities were assigned to Buyer hereunder without regard to the provisions of this Section 1.5; provided, however, that Buyer shall not be required to indemnify Seller or Barry for any loss, liability, or expense relating to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller to Buyer of a Contract without the consent of a third partyAssumed Contracts.

Assignment of Contracts. Anything Notwithstanding any other provision of this Agreement, nothing in this Agreement to the contrary notwithstanding, this Agreement or any related document shall not constitute be construed as an agreement attempt to assign (a) any Contract which, as a matter of the Contractslaw or by its terms, or any claim, right or benefit arising under the Contracts or resulting from the Contracts, if an attempted assignment thereof, is nonassignable without the consent of a third party thereto, would constitute a breach of such Contract or would be ineffective. If any the other parties thereto unless such consent has not been obtained given, or (b) any Contract or claim as to which all of the Closing Dateremedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or if by its terms, pass to Purchaser as an attempted assignment incident of any the transfers and assignments to be made under this Agreement. In order, however, that the full value of every Contract and claim of the character described in clauses (a) and (b) above and all claims and demands on such Contract would Contracts may be ineffective, Buyer shall perform the obligations under such Contract in the name of Seller, and Seller will cooperate with Buyer, without additional consideration, in any reasonable arrangement designed to provide for Buyer the benefits under such Contract, including enforcement realized for the benefit of Buyer (Purchaser, Seller, at Buyer's expense) the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such Contracts may be performed in such manner that the value of such Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand. Nothing in this Section 24.13 shall relieve Seller of its obligations to obtain any consents required for the transfer of the Assets and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the Effective Date with respect thereunder to the Contracts referred to in the preceding sentence (and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned to Buyer hereunder without regard to the provisions of this Section 1.5; provided, however, that Buyer shall not be required to indemnify Seller or Barry for any loss, liabilityPurchaser, or expense relating shall relieve Seller from any liability to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller Purchaser for failure to Buyer of a Contract without the consent of a third partyobtain such consents.

Assignment of Contracts. Anything Notwithstanding any other provision of this Agreement, nothing in this Agreement to the contrary notwithstanding, this Agreement or any related document shall not constitute be construed as an agreement attempt to assign (i) any Contract which, as a matter of the Contractslaw or by its terms, or any claim, right or benefit arising under the Contracts or resulting from the Contracts, if an attempted assignment thereof, is non-assignable without the consent of a third party thereto, would constitute a breach of such Contract or would be ineffective. If any the other parties thereto unless such consent has not been obtained given, or (ii) any Contract or claim as to which all of the Closing Dateremedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or if by its terms, pass to Purchaser as an attempted assignment incident of any the transfers and assignments to be made under this Agreement. In order, however, that the full value of every Contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such Contract would Contracts may be ineffective, Buyer shall perform the obligations under such Contract in the name of Seller, and Seller will cooperate with Buyer, without additional consideration, in any reasonable arrangement designed to provide for Buyer the benefits under such Contract, including enforcement realized for the benefit of Buyer (Purchaser, Seller, at Buyer's expense) the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such Contracts may be performed in such manner that the value of such Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand. Nothing in this Section 12.7 shall relieve Seller or Shareholder of their obligations to obtain any consents required for the transfer of the Assets and all rights of Seller against a third party thereto arising out of the breach thereunder to Purchaser, or cancellation by such third party or otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the Effective Date with respect to the Contracts referred to in the preceding sentence (and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned to Buyer hereunder without regard to the provisions of this Section 1.5; provided, however, that Buyer shall not be required to indemnify relieve Seller or Barry Shareholder from any liability to Purchaser for any loss, liability, or expense relating failure to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller to Buyer of a Contract without the consent of a third partyobtain such consents.

Assignment of Contracts. Anything Seller shall obtain all consents and ----------------------- approvals necessary to assign to Buyer any Contract, permit or other asset of Seller that is included in this Agreement the Purchased Assets. To the extent that the assignment hereunder by Seller to Buyer of any Contract is not permitted or is not permitted without the consent of any other party to the contrary notwithstandingContract, this Agreement shall not be deemed to constitute an agreement to assign any of the Contracts, or any claim, right or benefit arising under the Contracts or resulting from the Contracts, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach of such Contract or would be ineffective. If any such consent has not been obtained as of the Closing Date, or if an attempted assignment of any such Contract if such consent is not given or if such assignment otherwise would be ineffectiveconstitute a breach of, or cause a loss of contractual benefits under, any such Contract, and Buyer shall perform assume no obligations or liabilities thereunder. Seller shall advise Buyer promptly in writing with respect to any Contract under which it knows or has reason to believe it will not receive the obligations under such Contract in the name of Seller, required consent. Seller shall take all actions requested by Buyer and Seller will cooperate with Buyer, without additional consideration, Buyer to obtain such consent or any new Contract (if necessary) on substantially similar terms and conditions as those under the existing Contracts. Without in any way limiting Seller's obligations to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Buyer hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall continue to use its reasonable best efforts to obtain such consents and shall cooperate with Buyer in any arrangement designed to provide for Buyer with the rights and benefits under such Contract, including enforcement for the benefit of Buyer (at Buyer's expense) of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the Effective Date with respect subject to the Contracts referred to in obligations) under the preceding sentence (and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned to Buyer hereunder without regard to the provisions of this Section 1.5; provided, however, that Buyer shall not be required to indemnify Seller or Barry for any loss, liability, or expense relating to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller to Buyer of a Contract without the consent of a third partyContracts.

Assignment of Contracts. Anything Notwithstanding any other provision of this Agreement, nothing in this Agreement to the contrary notwithstanding, this Agreement or any related document shall not constitute be construed as an agreement attempt to assign (i) any Contract which, as a matter of the Contractslaw or by its terms, or any claim, right or benefit arising under the Contracts or resulting from the Contracts, if an attempted assignment thereof, is nonassignable without the consent of a third party thereto, would constitute a breach of such Contract or would be ineffective. If any the other parties thereto unless such consent has not been obtained given, or (ii) any Contract or claim as to which all of the Closing Dateremedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or if by its terms, pass to Purchaser as an attempted assignment incident of any the transfers and assignments to be made under this Agreement. In order, however, that the full value of every Contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such Contract would Contracts may be ineffective, Buyer shall perform the obligations under such Contract in the name of Seller, and Seller will cooperate with Buyer, without additional consideration, in any reasonable arrangement designed to provide for Buyer the benefits under such Contract, including enforcement realized for the benefit of Buyer (Purchaser, Seller, at Buyer's expense) the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such Contracts may be performed in such manner that the value of such Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand. Nothing in this Article 17 shall relieve Seller and Shareholder of their obligations to obtain any consents required for the transfer of the Assets and all rights of Seller against a third party thereto arising out of the breach thereunder to Purchaser, or cancellation by such third party or otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the Effective Date with respect to the Contracts referred to in the preceding sentence (and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned to Buyer hereunder without regard to the provisions of this Section 1.5; provided, however, that Buyer shall not be required to indemnify relieve Seller or Barry Shareholder from any liability to Purchaser for any loss, liability, or expense relating failure to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller to Buyer of a Contract without the consent of a third partyobtain such consents.

Assignment of Contracts. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or otherwise transfer any of the Contracts, Contract or any claim, right other agreement used in the Transferred Business or benefit arising under the Contracts or resulting from the Contractsany rights thereunder, if an attempted assignment or transfer thereof would constitute a breach thereof, would be ineffective or would violate any applicable law without the consent of a third party theretoto such assignment or transfer. Until such consent or waiver has been obtained, would constitute a breach Buyer shall make all reasonable efforts to perform in Seller's name all of Seller's obligations under any such Contract or would be ineffective. If other agreement for which any such consent has not been obtained as of the Closing Date, or if an attempted assignment of any such Contract would be ineffective, Buyer obtained. Seller shall perform the obligations under such Contract in the name of Seller, and Seller will cooperate with Buyer, without additional consideration, Buyer in any reasonable arrangement designed to provide for Buyer all of the benefits benefits, and to have Buyer assume the burdens, liabilities, obligations and expenses under all such ContractContracts or other agreements. At Buyer's request, including enforcement Seller shall, at Buyer's sole cost and expense, take all reasonable efforts requested by Buyer to enforce, for the benefit of Buyer (at Buyer's expense) of , any and all rights of Seller against a third party thereto arising out of the breach under any such Contract or cancellation by such third party or otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the Effective Date with respect to the Contracts referred to in the preceding sentence (and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned to Buyer hereunder without regard other agreement not otherwise transferred pursuant to the provisions of this Section 1.5Agreement. Seller hereby authorizes Buyer to perform and Buyer hereby agrees to perform all of Seller's obligations after the Closing under all such contracts. Seller agrees to remit promptly to Buyer all collections or payments received by Seller in respect of all such Contracts or other agreements, and shall hold all such collections or payments for the benefit of, and promptly pay the same over to, Buyer; provided, however, that Buyer nothing herein shall not be required create or provide any rights or benefits in or to indemnify Seller or Barry for any loss, liability, or expense relating to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller to Buyer of a Contract without the consent of a third partyparties.

Assignment of Contracts. Anything in Notwithstanding any other provision of this Agreement, neither this Agreement to the contrary notwithstanding, nor any document entered into in connection with this Agreement or the transactions contemplated hereby shall not constitute be construed as an agreement attempt to assign (i) any contract which, as a matter of the Contractslaw or by its terms, or any claim, right or benefit arising under the Contracts or resulting from the Contracts, if an attempted assignment thereof, is non-assignable without the consent of a third party thereto, would constitute a breach of such Contract or would be ineffective. If any the other parties thereto unless such consent has not been obtained given, or (ii) any contract or claims as to which all of the Closing Dateremedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or if by its terms, pass to Purchaser as an attempted assignment incident of any the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such Contract would contracts may be ineffective, Buyer shall perform the obligations under such Contract in the name of Seller, and Seller will cooperate with Buyer, without additional consideration, in any reasonable arrangement designed to provide for Buyer the benefits under such Contract, including enforcement realized for the benefit of Buyer (Purchaser, Seller, at Buyer's expense) its expense and at the request and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts may be performed in such manner that the value of such contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the monies due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closing. Seller shall promptly pay over to Purchaser all monies collected by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned or accrued by Purchaser on or after the Closing Date. Nothing in this Section 15 shall relieve Seller, Shareholder or Telos of their obligation to obtain, as soon as is practicable, any and all rights of Seller against a third party thereto arising out consents required for the transfer of the breach or cancellation by such third party or otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the Effective Date with respect to the Contracts referred to in the preceding sentence (Assets and all such liabilities and obligations shall be Assumed Liabilities for purposes of this Agreement), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned rights thereunder to Buyer hereunder without regard to the provisions of this Section 1.5; provided, however, that Buyer shall not be required to indemnify Seller or Barry for any loss, liabilityPurchaser, or expense relating shall relieve Seller, Shareholder or Telos from any liability to a breach by Sellex xx any of the Contracts on or before the Effective Date or which is incurred as a result of the assignment by Seller Purchaser for failure to Buyer of a Contract without the consent of a third partyobtain such consents.