Common use of Assignment of Contracts Clause in Contracts

Assignment of Contracts. If there are any consents or approvals required to be obtained under any Contracts in order to assign the Vendor’s interest in such Contracts to the Purchaser, and such consents or approvals have not yet been obtained (or otherwise are not in full force and effect) as of the Closing Date, in the case of each Contract as to which such consent or approval was not obtained (or otherwise are not in full force and effect) (each, a “Restricted Contract”), the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain the consent or approval relating to each Restricted Contract as quickly as practicable following the Closing Date. Prior to the obtaining of such consent or approval, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the material benefits of use of any and all Restricted Contracts for their respective terms (or any right or benefit arising thereunder, including the enforcement for the benefit of the Purchaser of any and all rights of the Vendor against a third party thereunder). When a consent or approval for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract to the Purchaser, and the Purchaser shall assume the obligations under such Restricted Contract assigned to the Purchaser from and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaser, the Vendor shall continue its corporate existence and shall hold such Restricted Contracts for the exclusive benefit of the Purchaser and the Purchaser shall to the extent permissible and lawful, act as the Vendor’s subcontractor and perform all of the obligations of the Vendor under the Restricted Contracts. To the extent that any payment is made to the Vendor in respect of a Restricted Contract after the Closing Date the Vendor shall receive such payment as trustee and shall account to the Purchaser for the same within ten Business Days of receipt. Notwithstanding the foregoing or anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign or transfer any Restricted Contract if any attempted sale, conveyance, assignment or transfer of such Restricted Contract, without the requisite consent to such transfer, would constitute a breach by the Vendor with respect to such Restricted Contract.

Assignment of Contracts. If there this Agreement is not terminated on or before the Risk Date, then Purchaser shall, either before or on the Risk Date, provide Seller with written notice (the "Contract Notice") indicating whether Purchaser wants Seller to terminate any assignable service, supply or maintenance contracts or parking agreements which relate to the Property and which, by their terms, are terminable prior to the Closing Date without cost to Seller. Seller shall terminate any consents assignable service, supply or approvals maintenance contracts which relate to the Property and which, by their terms, are terminable prior to the Closing Date without cost to Seller, which are listed on Purchaser's Contract Notice. All of the assignable service, supply and maintenance contracts and parking agreements referred to in Article I(e), other than those contracts required to be obtained under any Contracts in order to assign the Vendor’s interest in such Contracts terminated by Seller pursuant to the PurchaserContract Notice, and such consents or approvals have not yet been obtained (or otherwise are not together with the Residential Agreement referred to in full force and effect) as of the Closing Date, in the case of each Contract as to which such consent or approval was not obtained (or otherwise are not in full force and effect) (each, a “Restricted Contract”Article I(g), the parties shall use their respective commercially reasonable efforts, and cooperate with each other, are referred to obtain the consent or approval relating to each Restricted Contract as quickly as practicable following the Closing Date. Prior to the obtaining of such consent or approval, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the material benefits of use of any and all Restricted Contracts for their respective terms (or any right or benefit arising thereunder, including the enforcement for the benefit of the Purchaser of any and all rights of the Vendor against a third party thereunder). When a consent or approval for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract to the Purchaser, and the Purchaser shall assume the obligations under such Restricted Contract assigned to the Purchaser from and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaser, the Vendor shall continue its corporate existence and shall hold such Restricted Contracts for the exclusive benefit of the Purchaser and the Purchaser shall to the extent permissible and lawful, act collectively as the Vendor’s subcontractor "Contracts" and individually as a "Contract." Seller shall timely perform all of the obligations on the part of Seller to be performed under the Contracts up to and including the Closing Date; provided, however, that nothing in this Section 6.1 shall prevent Seller from terminating a Contract (or Contracts) if Seller, in its sole and absolute discretion, deems such termination necessary to comply with Seller's obligation under Section 10.1 of this Agreement. Seller may enter into a contract with a new service, supply or maintenance vendor (i) in Seller's sole and absolute discretion any time prior to the earlier of the Vendor receipt by Seller of the Contract Notice or the Risk Date, or (ii) only with the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, if after the earlier of the receipt by Seller of the Contract Notice or the Risk Date. Any new contract entered into by Seller in accordance with the provisions of the immediately preceding sentence shall become a Contract. On the Closing Date, Seller shall assign and Purchaser shall assume all of the rights and obligations of Seller under the Restricted Contracts. To Contracts from and after Closing pursuant to an Assignment and Assumption of Contracts and Intangible Property in the extent that any payment is form attached hereto and made to the Vendor in respect of a Restricted Contract after the Closing Date the Vendor shall receive such payment part hereof as trustee and shall account to the Purchaser for the same within ten Business Days of receipt. Notwithstanding the foregoing or anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign or transfer any Restricted Contract if any attempted sale, conveyance, assignment or transfer of such Restricted Contract, without the requisite consent to such transfer, would constitute a breach by the Vendor with respect to such Restricted Contract.Exhibit G.

Assignment of Contracts. If there are (1) Nothing in this Agreement nor any consents or approvals required to other Transaction Document shall be obtained under any Contracts in order construed as an attempt by the Parties to assign or as requiring the Vendor’s interest Vendor or a Vendor Affiliate to assign, or to cause the assignment of any Contract which, by its terms or as a matter of applicable Law, is not assignable in whole or in part without Consent, unless and until such Contracts Consent shall have been given. The Vendor shall use its Best Efforts and cooperate fully, and shall cause each Vendor Affiliate to use their respective Best Efforts and cooperate fully, with the Purchaser and its Affiliates to obtain as soon as commercially reasonable, all Consents provided that the failure to obtain any or all of such Consents prior to Closing shall not entitle the Purchaser to terminate this Agreement or not to complete the transactions contemplated hereby. (2) With respect to each Customer Contract to which the Vendor or a Vendor Affiliate, as applicable, has received the Consent to assign to the PurchaserPurchaser on or before the Closing Date, the Purchaser and such consents the Vendor or approvals have not yet been obtained (or otherwise are not in full force any Vendor Affiliate, as appropriate, acknowledge and effect) agree that, as of the Closing Date, in the case of each Contract as to which such consent or approval was not obtained (or otherwise are not in full force and effect) (each, a “Restricted Contract”), the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain the consent or approval relating to each Restricted Contract as quickly as practicable following the Closing Date. Prior pursuant to the obtaining of such consent or approval, the parties shall cooperate with each other in any reasonable terms and lawful arrangements designed to provide to the Purchaser the material benefits of use of any and all Restricted Contracts for their respective terms (or any right or benefit arising thereunder, including the enforcement for the benefit conditions of the Purchaser ▇▇▇▇ of any Sale and Assignment and Assumption Agreement, all rights of the Vendor against a third party thereunder). When a consent or approval for the saleright, assignment, assumption, transfer, conveyance title and delivery of a Restricted interest in and to such Customer Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract to the Purchaser, and the Purchaser shall assume the obligations under such Restricted Contract have been assigned to the Purchaser from and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaser, the Vendor shall continue its corporate existence and shall hold such Restricted Contracts for the exclusive benefit of the Purchaser and the Purchaser shall have assumed all of the benefit and obligations under such Customer Contract, but only to the extent permissible set forth in the form of such Customer Contract contained in the Agreed Documentation. With respect to each Customer Contract to which the Vendor or a Vendor Affiliate, as applicable, has not received the consent to assign to the Purchaser on or before the Closing Date (each such Customer Contract referred to herein as a "Subcontracted Customer Contract"), the Purchaser and lawfulthe Vendor or any Vendor Affiliate, act as appropriate, and as between and among them, as the Vendor’s subcontractor case may be, acknowledge and perform agree that, as of the Closing and pursuant to the terms and conditions of the ▇▇▇▇ of Sale and Assignment and Assumption Agreement, all right, title and interest in and to such Subcontracted Customer Contract shall have been conditionally assigned to the Purchaser and the Purchaser shall have conditionally assumed all of the benefits and obligations under such Subcontracted Customer Contract but only to the extent such benefits and obligations are set forth in the form of such Subcontracted Customer Contract contained in the Agreed Documentation. (3) Until the required Consent has been obtained and as with respect to the third party to such Subcontracted Customer Contracts, the Purchaser shall act as sub-contractor of the Vendor under or any Vendor Affiliates, as applicable, in respect of such Subcontracted Customer Contracts pursuant to terms and conditions to be agreed between the Restricted Contracts. Vendor and the Purchaser. (4) To the extent a customer and/or the Purchaser provides the Vendor with written evidence and establishes, to the reasonable satisfaction of the Vendor, a contractual relationship relating to the same subject matter of any Customer Contract (for purposes of this Subsection (4) the term Customer Contract shall include any Subcontracted Customer Contract) the terms and conditions of which are different from the terms and conditions of the form of Customer Contract set forth in the Agreed Documentation (such as a different signed version of such Contract, an addendum, exhibit, schedule or other documentation that purports to amend, modify, supplement or replace all or any payment part of such Contract or constitute a waiver thereof), the Vendor shall (i) pay to the Purchaser the full amount of any additional direct costs incurred by the Purchaser (including a reasonable overhead allocation) resulting from the discrepancy that the Purchaser, acting reasonably, cannot pass on to the customer, and (ii) indemnify the Purchaser for all Damages, any claim for such indemnification to be treated in the same manner as a claim asserted under Section 7.2(d). (5) In an effort to preserve the Agreed Documentation, the Vendor and the Purchaser agree to deliver, as of the date hereof, a complete and accurate copy of all such documentation to be held by their respective Canadian Counsel. (6) Except as set forth in Section 5.2, the Purchaser may in its sole discretion, acting reasonably, decide whether or not to accept the assignment of any contract with a customer that provides for the sale of any of the Products and/or services related thereto the existence of which is made known to the Purchaser at any time after Closing. Any contract contemplated by this Section 2.3(6) that is not assumed by the Purchaser shall be treated pursuant to the terms and conditions of the Reseller, Maintenance and Referral Agreement. (7) Subject to the receipt of any required Consent, the Vendor shall use its Best Efforts, and shall cause each Vendor Affiliate, as applicable, to use their respective Best Efforts, to assign and transfer to the Purchaser the Equipment Leases. If any such Consent is not obtained for the assignment of any Equipment Lease (to the extent such Equipment Lease may relate to any Transferred Equipment) prior to Closing, the Vendor and the Vendor Affiliates shall buy out such portion of such Equipment Leases (but only to the extent as they relate to the Transferred Equipment) for which Consents have not been obtained and sell such Transferred Equipment, covered by such Equipment Leases to the Purchaser, free and clear of all Encumbrances, at the buy out value, which equipment shall form part of the Transferred Equipment. (8) The Purchaser shall be responsible and shall pay the Vendor and the Vendor Affiliates for any and all reasonable costs, including any Transfer Taxes, relating to the assignment and transfer of the Equipment Leases referred to above. (9) The Vendor shall use its Best Efforts, and shall cause the Vendor Affiliates to use their respective Best Efforts, to deliver to the Purchaser as soon as practicable after the Effective Time all documentation, including any license agreements, relating to the Third Party Software; provided, however, that the Vendor shall have no obligations to deliver documentation to the Purchaser in respect of a Restricted Contract after any Third Party Software the Closing Date license for which relates to lines of business or divisions of the Vendor shall receive such payment as trustee and shall account to or its Affiliates other than the Purchaser for the same within ten Business Days of receipt. Notwithstanding the foregoing or anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign or transfer any Restricted Contract if any attempted sale, conveyance, assignment or transfer of such Restricted Contract, without the requisite consent to such transfer, would constitute a breach by the Vendor with respect to such Restricted ContractPurchased Business.

Assignment of Contracts. If there are To the extent that any consents lease, license, contract, agreement, sales or approvals required to be obtained under purchase order, Permit or right included in the Purchased Assets, or any Contracts in order to assign claim, right or benefit arising thereunder or resulting therefrom (each, an “Interest”), is not capable of being sold, assigned, transferred or conveyed without the Vendor’s interest in such Contracts to authorization, approval, consent or waiver of the Purchaserissuer thereof or the other party or parties thereto, and such consents or approvals have not yet been obtained any other person or entity, including a Governmental Entity (or otherwise are not if such Interest would be breached in full force the event of an sale, assignment, transfer or conveyance without such approval, consent or waiver), (a) this Agreement shall not, in the event such issuer or other person or entities shall object to such assignment, constitute an assignment or conveyance thereof absent such approval consent or waiver and effect(b) as of Seller shall use commercially reasonable efforts prior to and after the Closing Date, to obtain all necessary approvals, consents or waivers necessary to convey to the Buyer Entities each such Interest, provided that nothing in this Section 5.5 shall require Seller or any of their Affiliates to pay any amount, grant any rights, grant any guarantee or provide any other consideration to any third party or incur additional costs or expenses in order to obtain any such approvals, consents or waivers. To the case extent any of each Contract the approvals, consents or waivers referred to in this Section 5.5 have not been obtained as to which of the Closing, Seller shall, during the remaining term of such consent or approval was not obtained (or otherwise are not in full force and effect) (eachInterest, a “Restricted Contract”), the parties shall use their respective exercise commercially reasonable efforts, and efforts to cooperate with each otherthe applicable Buyer Entity, to obtain the consent or approval relating to each Restricted Contract as quickly as practicable following the Closing Date. Prior to the obtaining of such consent or approvalat its request, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the material benefits of use of such Interest to such Buyer Entity. In any such arrangement, Buyer agrees to diligently perform and all Restricted Contracts for their respective terms (or any right or benefit arising thereunder, including the enforcement for the benefit of the Purchaser of any and all rights of the Vendor against a third party thereunder). When a consent or approval for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract to the Purchaserdischarge, and the Purchaser shall assume the obligations under such Restricted Contract assigned cause its Subsidiaries to the Purchaser from diligently perform and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaserdischarge, the Vendor shall continue its corporate existence and shall hold such Restricted Contracts for the exclusive benefit of the Purchaser and the Purchaser shall to the extent permissible and lawful, act as the Vendor’s subcontractor and perform all of the obligations of the Vendor under the Restricted Contracts. To the extent that any payment is made to the Vendor Seller and its Subsidiaries in respect of a Restricted Contract after the Closing Date the Vendor shall receive connection with such payment Interest, directly or indirectly, as trustee applicable, through Seller or its Subsidiaries (as applicable) and shall account indemnify, defend and hold harmless Seller and its Affiliates for any failure of Buyer or any of its Affiliates to perform and discharge any such obligations, and in that regard Buyer will, without limitation, (A) bear the Purchaser sole responsibility for completion of the same within ten Business Days work or provision of receiptgoods and services, (B) be solely entitled to all benefits thereof, economic or otherwise, (C) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof, and (D) promptly reimburse the reasonable costs and expenses of Seller and its Affiliates related thereto. Notwithstanding For avoidance of doubt, any obligations or Liabilities incurred by Seller and its Subsidiaries in performance of any of the foregoing or anything arrangements contemplated in this Agreement to the contrary, this Agreement Section 5.5 shall not constitute be deemed an agreement to sell, convey, assign or transfer any Restricted Contract if any attempted sale, conveyance, assignment or transfer Excluded Liability for purposes of such Restricted Contract, without the requisite consent to such transfer, would constitute a breach by the Vendor with respect to such Restricted ContractSection 1.3(b).

Assignment of Contracts. If there are any consents or approvals required to be obtained under any Contracts in order to assign the Vendor’s interest in such Contracts to the Purchaser, and such consents or approvals have not yet been obtained (or otherwise are not in full force and effect) as of the Closing Date, in the case of each Contract as to which such consent or approval was not obtained (or otherwise are not in full force and effect) (each, a “Restricted Contract”), the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain the consent or approval relating to each Restricted Contract as quickly as practicable following the Closing Date. Prior to the obtaining of such consent or approval, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the material benefits of use of any and all Restricted Contracts for their respective terms (or any right or benefit arising thereunder, including the enforcement for the benefit of the Purchaser of any and all rights of the Vendor against a third party thereunder). When a consent or approval for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract to the Purchaser, and the Purchaser shall assume the obligations under such Restricted Contract assigned to the Purchaser from and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaser, the Vendor shall continue its corporate existence and shall hold such Restricted Contracts for the exclusive benefit of the Purchaser and the Purchaser shall to the extent permissible and lawful, act as the Vendor’s subcontractor and perform all of the obligations of the Vendor under the Restricted Contracts. To the extent that any payment is made to the Vendor in respect of a Restricted Contract after the Closing Date the Vendor shall receive such payment as trustee and shall account to the Purchaser for the same within ten Business Days of receipt. Notwithstanding the foregoing or anything Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to sellassign any rights or delegate any obligations under any contract, conveylicense, assign lease or transfer any Restricted Contract if any attempted sale, conveyance, assignment or transfer of such Restricted Contractother agreement, without obtaining any consents or providing any notification required under such contract, license, lease or agreement. With respect to the requisite Assigned Contracts, the parties shall use their commercially reasonable efforts to obtain such consents on or prior to the Closing. If any such consent has not been obtained as of the Closing Date, the parties shall continue to use their commercially reasonable efforts to obtain such transferconsent after the Closing. Pending the receipt of any such consents, would constitute a breach the Seller Parties shall cooperate with the Purchaser in any commercially reasonable arrangement designed to provide for the Purchaser all of the benefits under all of the Assigned Contracts, and for the Purchaser to discharge the corresponding obligations. At the Purchaser’s request and expense, the Seller Parties shall take all commercially reasonable best efforts requested by the Vendor Purchaser to enforce, for the benefit of the Purchaser, any and all rights of the Seller Parties under any Assigned Contract. The Seller Parties agree to remit promptly, and to cause their Affiliates to remit promptly (but in no event later than three (3) Business Days after receipt), to the Purchaser all collections or payments received by them or their Affiliates in respect of all Assigned Contracts following the Closing Date, and shall hold all such collections or payments for the benefit of and in trust and as a fiduciary for and promptly pay the same over to, the Purchaser; provided however, that nothing herein shall create or provide any rights or benefits in or to third parties. In the event the Purchaser fails timely to pay any amount due, or discharge any other obligation, under any contract referred to in this section prior to obtaining the consent with respect thereto, the Seller Parties may, with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld), but shall not be required to, pay such amount or discharge such obligation, and the Purchaser shall indemnify and hold harmless the Seller Parties from and against any costs, expenses, liabilities or damages incurred by the Seller Parties in so doing, but only to the extent that the Seller Parties shall have complied with its obligations under this Section 2.4 to obtain the prior enter into arrangements providing to the Purchaser any benefits associated with the contract for which such Restricted Contractpayment or discharge is made.

Assignment of Contracts. If there are any consents or approvals required The Sale Order shall, to be obtained under any the extent permitted by Law, provide for the assignment by Sellers to Buyer, effective upon the Closing, of the Transferred Contracts in order accordance with this Section 2.7. (a) Sellers shall use reasonable best efforts to assign provide timely and proper written notice of the Vendor’s interest in motion seeking entry of the Sale Order to all parties to any executory Contracts to which any Seller is a party that are Transferred Contracts and take all other actions reasonably necessary to cause such Contracts to be assigned to Buyer pursuant to section 365 of the PurchaserBankruptcy Code. At the Closing, Sellers shall assign to Buyer the Transferred Contracts that may be assigned by any such Seller to Buyer pursuant to sections 363 and such consents 365 of the Bankruptcy Code. From and after the Effective Date until the earlier of (y) the date that is 45 days following the Closing and (z) the date on which the Bankruptcy Court enters an Order confirming Sellers’ plan of reorganization or approvals liquidation (this clause (z) the “Plan Confirmation Date”), Buyer may, in consultation with Sellers, propose to designate any Contract then in effect that Sellers have not yet been obtained otherwise disposed of, or agreed to dispose of, that is necessary to administer, control and exercise legal rights with respect to the use of all other Acquired Assets, in each case, in the same manner in all material respects as by and on behalf of Sellers (or otherwise are as applicable) in connection with the Business during the twelve months prior to the date hereof (and is not in full force and effect) an Excluded Listed Contract as of the Closing Effective Date), as a Transferred Contract, as applicable, or designate any such Contract that would otherwise be a Transferred Contract as an Excluded Listed Contract, in each case by providing written notice of such designation or removal to Sellers and, in the case of each designating an additional Transferred Contract, Sellers will use reasonable best efforts to cause such Contract to be assumed and assigned to Buyer in accordance with the Bankruptcy Code. Notwithstanding the foregoing, (i) Sellers may not designate any such Contract as a Transferred Contract after Closing if Sellers have rejected, agreed to dispose, or disposed, of such Contract or require such Contract in order to provide services to any other business line of Sellers or to wind down the operations of Sellers and (ii) Sellers shall provide not less than five Business Days’ notice to Buyer prior to filing any motion to reject, agreeing to dispose or disposing any Contract that is necessary to administer, control and exercise legal rights with respect to the use of all other Acquired Assets, in each case, in the same manner in all material respects as by and on behalf of Sellers (as applicable) in connection with the Business during the twelve months prior to the date hereof (other than any Excluded Listed Contract). (b) In the case of any removal or addition of a Transferred Contract pursuant to Section 2.7(a), Sellers shall give notice to the other parties to any Contract to which such consent removal or approval was addition relates within three Business Days of Buyer notifying Sellers of such removal or addition. (c) In connection with and upon the assignment to Buyer of any Transferred Contract pursuant to this Section 2.7, Buyer and Sellers shall pay all of the Cure Costs. (d) If Sellers are unable to assign any Transferred Contract to Buyer as a result of an Order of the Bankruptcy Court or applicable Law, then Buyer and Sellers shall use reasonable best efforts prior to the Closing to obtain, and to cooperate in obtaining, all Consents and Governmental Authorizations from Governmental Authorities and third parties necessary to assign such Transferred Contract to Buyer; provided, however, neither Buyer nor Sellers shall be required to pay any amount or incur any obligation to any Person from whom any such Consent or Governmental Authorization may be required in order to obtain such Consent. (e) Notwithstanding any provision herein to the contrary, a Contract shall not be a Transferred Contract hereunder and shall not be assigned by the applicable Sellers and assumed by Buyer to the extent that such Contract requires a Consent or Governmental Authorization (other than, and in addition to, that of the Bankruptcy Court) in order to permit the sale or transfer to Buyer of Sellers’ rights under such Contract, if such Consent or Governmental Authorization has not been obtained prior to the Closing. In such event, the Closing will proceed with respect to the remaining Acquired Assets upon the terms and subject to the conditions hereof, and there will be no reduction in the Purchase Price as a result thereof, and, for a period of six months after the Closing Date (or otherwise are not in full force and effect) (eachthe remaining term of any such Contract if shorter or the closing of the Bankruptcy Cases, a “Restricted Contract”if earlier), the parties shall (i) Sellers and Buyer will use their respective commercially reasonable efforts, and cooperate with each other, best efforts to obtain the consent or approval relating Consents with respect to each Restricted any such Contract as quickly as practicable following the Closing Date. Prior and (ii) Sellers and Buyer will cooperate in a mutually agreeable arrangement, to the obtaining of extent feasible and without the need for any Consent, under which Buyer would obtain the benefits and assume the obligations associated with such consent or approval, the parties shall cooperate Contracts in accordance with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the material benefits of use of any and all Restricted Contracts for their respective terms (or any right or benefit arising thereunderthis Agreement, including the enforcement subcontracting, sub-licensing, or sub-leasing to Buyer, or under which Sellers would enforce their rights thereunder for the benefit of Buyer with Buyer assuming each applicable Sellers’ obligations thereunder; provided, however, neither Buyer nor Sellers shall be required to pay any amount, grant any accommodation therefor or incur any obligation to any Person from whom any such Consent or Governmental Authorization may be required in order to obtain such Consent; provided further that neither Buyer nor any of Sellers will be obligated to initiate any Proceedings to obtain any such Consent or Governmental Authorization. For the Purchaser avoidance of any and all rights doubt, the consummation of the Vendor against a third party thereunder). When a consent or approval for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract to the Purchaser, and the Purchaser shall assume the obligations under such Restricted Contract assigned to the Purchaser from and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaser, the Vendor shall continue its corporate existence and shall hold such Restricted Contracts for the exclusive benefit of the Purchaser and the Purchaser shall to the extent permissible and lawful, act as the Vendor’s subcontractor and perform all of the obligations of the Vendor under the Restricted Contracts. To the extent that any payment is made to the Vendor in respect of a Restricted Contract after the Closing Date the Vendor shall receive such payment as trustee and shall account to the Purchaser for the same within ten Business Days of receipt. Notwithstanding the foregoing or anything in this Agreement to the contrary, transactions contemplated by this Agreement shall not constitute an agreement to sell, convey, assign in no way be contingent or transfer conditioned on obtaining any Restricted Contract if any attempted sale, conveyance, such Consents for the assignment or transfer of such Restricted Contract, without the requisite consent to such transfer, would constitute a breach by the Vendor with respect to such Restricted ContractTransferred Contracts.

Assignment of Contracts. If there are any consents Contract constituting any of the Assets is not assignable by Seller to Buyer without the consent of a third party, or approvals required will not continue in effect after the Closing, then Seller shall use commercially reasonable efforts to be obtained under any Contracts in order to assign the Vendor’s interest in provide Buyer with such Contracts third-party consent prior to the PurchaserClosing Date to the satisfaction of Buyer (but if Seller's assignment or attempted assignment of any such Contract prior to obtaining the third-party consent would constitute a breach of such Contract, then such assignment or attempted assignment shall not be or be deemed effective unless and such consents or approvals have not yet been obtained (or otherwise are not in full force and effectuntil the third-party consent is obtained). For any licenses associated with the Contracts listed on Part A of SCHEDULE ANNEX 5.14(E) as of the Closing Date, in the case of each Contract as to Disclosure Memorandum for which such consent or approval was is not obtained (or otherwise are not in full force and effect) (eachprior to the Closing, a “Restricted Contract”)Seller shall, the parties shall at Seller's expense, use their respective commercially reasonable efforts, and cooperate efforts to provide Buyer with each other, to obtain the consent or approval relating to each Restricted Contract such third-party consents as quickly soon as practicable following after the Closing Date. Prior For the avoidance of doubt, nothing in this Section 7.2 or Section 10.1 shall obligate the Seller to obtain consent with regards to the obtaining transfer of licenses associated with the Contracts listed in Part B of SCHEDULE ANNEX 5.14(E). Until Buyer's receipt of any such consent not obtained as of the Closing, Seller and Buyer shall reasonably cooperate so that Buyer shall enjoy the benefits and rights of Seller under any such Contract and Buyer shall be responsible for the obligations arising thereunder after the date hereof pursuant to the express terms of such consent or approvalContract in the ordinary course of business; provided, however, that, with respect to the parties shall cooperate licenses associated with each other in any reasonable Contract listed on Part A of SCHEDULE ANNEX 5.14(E) of the Disclosure Memorandum, if, prior to (a) Seller's obtaining the related consent for assignment of such Contract to Buyer and lawful arrangements designed (b) assignment of such Contract to Buyer, Seller fails to provide to Buyer the Purchaser benefits and rights of Seller under such Contract (as such benefits and rights are determined prior to the material benefits of use of any and all Restricted Contracts Closing), Seller shall, to extent such license is still required for their respective terms (or any right or benefit arising thereunder, including the enforcement for the benefit purposes of the Purchaser Business, promptly pay to Buyer the amount indicated in Part A of any and all rights SCHEDULE ANNEX 5.14(E) of the Vendor against a third party thereunder). When a consent or approval Disclosure Memorandum as the estimated per copy license fee applicable to such Contract for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract each copy licensed by Seller immediately prior to the Purchaser, and the Purchaser shall assume the Closing. Seller agrees to be solely responsible for any other obligations or liabilities arising under or related to such Restricted Contract assigned prior to the Purchaser from and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaser, the Vendor shall continue its corporate existence and shall hold such Restricted Contracts for the exclusive benefit of the Purchaser and the Purchaser shall to the extent permissible and lawful, act as the Vendor’s subcontractor and perform all of the obligations of the Vendor under the Restricted Contracts. To the extent that any payment is made to the Vendor in respect of a Restricted Contract after the Closing Date the Vendor shall receive such payment as trustee and shall account to the Purchaser for the same within ten Business Days of receipt. Notwithstanding the foregoing or anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign or transfer any Restricted Contract if any attempted sale, conveyance, assignment or transfer receipt of such Restricted Contract, without the requisite consent to such transfer, would constitute a breach by the Vendor with respect to such Restricted Contractconsent.

Assignment of Contracts. If there are any consents or approvals required to be obtained under any Contracts in order to assign the Vendor’s interest in such Contracts (a) Subject to the Purchaserterms and conditions of this Agreement, and such consents or approvals have not yet been obtained (or otherwise are not in full force and effect) as of the Closing Date, Seller shall assign to Buyer all of the right, title and interest of Seller in and under all Contracts that constitute any of the case of each Contract as to which such consent or approval was not obtained (or otherwise are not in full force and effect) (each, a “Restricted Contract”), the parties shall use their respective commercially reasonable effortsAssets, and cooperate with each other, to obtain Buyer shall assume the consent or approval relating to each Restricted Contract as quickly as practicable following liabilities and obligations of Seller arising under such Contracts after the Closing Date. Prior ; provided, however, that Buyer shall not succeed to or assume, and Seller shall be responsible for, any liability or obligation arising out of any or all of the following: (i) any breach by Seller of any such Contract or any failure by Seller to discharge or perform any liability or obligation arising on or prior to the obtaining Closing Date under any such Contract; (ii) any Claim based on defective products, breach of such consent product warranties or approvalother product claims relating to products manufactured, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide shipped or sold by Seller on or prior to the Purchaser Closing Date; (iii) any Claim resulting from any act or omission of Seller on or prior to the material benefits of use of Closing Date; and (iv) any and all Restricted Contracts for their respective terms Claim relating to any Contract that is required under Section 5.9 to be listed in Schedule 5.9 to the Disclosure Memorandum but is not so listed. (or b) If any right or benefit arising thereunder, including the enforcement for the benefit Contract constituting any of the Purchaser Assets is not assignable by Seller to Buyer without the consent of any and all rights of the Vendor against a third party thereunder). When a consent party, or approval for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract to the Purchaser, and the Purchaser shall assume the obligations under such Restricted Contract assigned to the Purchaser from and will not continue in effect after the Closing Date pursuant to an and such assignment and assumption agreement. Unless and until each Restricted Contract is assigned to without the Purchaser, the Vendor shall continue its corporate existence and shall hold such Restricted Contracts for the exclusive benefit of the Purchaser and the Purchaser shall to the extent permissible and lawful, act as the Vendor’s subcontractor and perform all of the obligations of the Vendor under the Restricted Contracts. To the extent that any payment is made to the Vendor in respect consent of a Restricted Contract after third party, then Seller shall use its commercially reasonable efforts to provide Buyer with such third-party consent prior to the Closing Date the Vendor shall receive such payment as trustee and shall account to the Purchaser for the same within ten Business Days satisfaction of receipt. Notwithstanding the foregoing or anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign or transfer any Restricted Contract Buyer (but if any attempted sale, conveyance, Seller’s assignment or transfer attempted assignment of any such Restricted Contract, without Contract prior to obtaining the requisite third-party consent to such transfer, would constitute a breach of such Contract, then such assignment or attempted assignment shall not be or be deemed effective unless and until the third-party consent is obtained). Buyer shall render such cooperation as is reasonably required to assist Seller in obtaining such third-party consent. (c) Buyer shall pay cure amounts for the following agreements: (i) Reproduction and License Agreement between Engage and Adobe Systems dated January 1, 2003, (ii) Food Marketing Institute (for Market Technics, February 2004) dated ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) Software License Agreement by and between MediaBridge, Inc. (predecessor in interest to Engage) and Planview, Inc. dated March 27, 2000 and (iv) National Retail Foundation (for NRF Exhibition January 11-13, 2004 at Jacob Javits) dated January 14, 2003 as described in Schedules 2.1.4 and 2.1.6 to the Vendor with respect Disclosure Memorandum. Seller shall pay the cure amounts (if any) for all other Assigned Agreements, including without limitation theOEM Agreement between Cascade Systems, Ltd (predecessor in interest to such Restricted ContractEngage), the OEM Agreement between Engage and Alta Vista Company dated October 31, 2001, and Helios Software GmbH dated August 1995 and the Distributor License Agreement between Engage and DataDirect dated May 31, 2002.

Assignment of Contracts. If there are Nothing in this Agreement shall be construed as a sale, assignment, conveyance or transfer of, or an attempt to sell, assign, convey or transfer, any consents Purchased Contracts, Licenses, or approvals required other Purchased Assets (collectively, the "Rights") if: 5.6.1. such Right is not saleable, assignable, conveyable or transferable without the consent of another person (unless such consent has been obtained on terms satisfactory to be obtained under any Contracts in order to assign the Vendor’s interest in such Contracts to the PurchaserBuyer, acting reasonably) and such consents sale, assignment, conveyance or approvals have not yet been obtained (transfer or otherwise are not in full force and effect) as of the Closing Dateattempted sale, in the case of each Contract as to which such consent assignment, conveyance or approval was not obtained (or otherwise are not in full force and effect) (each, transfer would constitute a “Restricted Contract”), the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain the consent or approval relating to each Restricted Contract as quickly as practicable following the Closing Date. Prior to the obtaining breach of such consent or approvalRight; or 5.6.2. the remedies for the enforcement of such Right available to Seller would not pass to Buyer. In order, however, that the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the material benefits of use full value of any and all Restricted Contracts for their respective terms (or any right or benefit arising thereunder, including the enforcement Right may be realized for the benefit of Buyer, Seller shall, at its expense and at the Purchaser request and under the direction of Buyer, in the name of Seller or as otherwise specified by Buyer, acting reasonably, take all such action and do or cause to be done all such things which are necessary and advisable from Seller in order that the obligations of Seller in connection with such Right may be performed in such manner that the value of such Right shall be preserved and shall enure to the exclusive benefit of Buyer. Buyer may at any time thereafter request a sale, assignment, conveyance or transfer of any and all rights of Right notwithstanding that the Vendor against a third party thereunder)consent necessary for such sale, assignment and transfer has not been obtained, provided that such sale, assignment or transfer shall not cause Seller to be in default under any Purchased Contract with such third party or to be in default under this Agreement. When a consent or approval Seller shall use commercially reasonable efforts to obtain all third party consents necessary for the sale, assignment, assumptiontransfer and conveyance by Seller to Buyer of the Rights. Buyer shall cooperate in obtaining such consents. If any person whose consent is required does not consent to the sale, transferassignment, transfer and conveyance and delivery of a Restricted Contract is obtainedRight from Seller to Buyer, Vendor shall promptly assignthen Seller shall, transfer, convey and deliver such Restricted Contract to the Purchaser, and the Purchaser shall assume the obligations under such Restricted Contract assigned to the Purchaser from and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaser, the Vendor shall continue its corporate existence and shall hold such Restricted Contracts for the exclusive benefit of the Purchaser and the Purchaser shall to the extent permissible permitted by law and lawful, act as the Vendor’s subcontractor and perform all of the obligations of the Vendor under the Restricted Contracts. To to the extent that any payment is made to the Vendor in respect of a Restricted Contract after the Closing Date the Vendor shall receive such payment as trustee and shall account to the Purchaser for the same within ten Business Days of receipt. Notwithstanding the foregoing or anything in this Agreement to the contrary, this Agreement shall does not constitute an agreement to sell, convey, assign or transfer any Restricted Contract if any attempted sale, conveyance, assignment or transfer of such Restricted Contract, without the requisite consent to such transfer, would constitute a breach by of any Purchased Contract, carry out and comply with the Vendor with respect to terms and provisions of any such Restricted ContractRight as agent for Buyer at Buyer's expense and for Buyer's exclusive benefit.

Assignment of Contracts. If there are any consents or approvals required to be obtained under any Contracts in order to assign the Vendor’s interest in such Contracts to the Purchaser, and such consents or approvals have not yet been obtained (or otherwise are not in full force and effect) as of the Closing Date, in the case of each Contract as to which such consent or approval was not obtained (or otherwise are not in full force and effect) (each, a “Restricted Contract”), the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain the consent or approval relating to each Restricted Contract as quickly as practicable following the Closing Date. Prior to the obtaining of such consent or approval, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the material benefits of use of any and all Restricted Contracts for their respective terms (or any right or benefit arising thereunder, including the enforcement for the benefit of the Purchaser of any and all rights of the Vendor against a third party thereunder). When a consent or approval for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract to the Purchaser, and the Purchaser shall assume the obligations under such Restricted Contract assigned to the Purchaser from and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaser, the Vendor shall continue its corporate existence and shall hold such Restricted Contracts for the exclusive benefit of the Purchaser and the Purchaser shall to the extent permissible and lawful, act as the Vendor’s subcontractor and perform all of the obligations of the Vendor under the Restricted Contracts. To the extent that any payment is made to the Vendor in respect of a Restricted Contract after the Closing Date the Vendor shall receive such payment as trustee and shall account to the Purchaser for the same within ten Business Days of receipt. Notwithstanding the foregoing or anything Anything in this Agreement to the contrary----------------------- contrary notwithstanding, this Agreement shall not constitute an agreement to sell, convey, assign or otherwise transfer any Restricted Contract or any rights thereunder, if any an attempted sale, conveyance, assignment or transfer of such Restricted Contract, without the requisite consent to such transfer, thereof would constitute a breach by thereof, would be ineffective or would violate any applicable law without the Vendor with respect consent of a third party to such Restricted Contractassignment or transfer. Until such consent or waiver has been obtained or waived by Buyer, Buyer shall make all reasonable efforts to perform in Seller's name all of Seller's obligations under any such Contract for which any such consent has not been obtained, including without limitation, any failure of the Company to obtain the consent to the assignment, if required, of the Company's lease of its office space. Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer all of the benefits, and to have Buyer assume the burdens, liabilities, obligations and expenses under all such Contracts. At Buyer's request, Seller shall, at Buyer's sole cost and expense, take all reasonable efforts requested by Buyer to enforce, for the benefit of Buyer, any and all rights of Seller under any such Contract not otherwise transferred pursuant to the provisions of this Agreement including the assignment of all vendor and customer contracts (including Trilogy and Sage) not assigned prior to Closing (other than those vendor contracts specified in Section 5.1 hereof for which Seller has specifically agreed that it will obtain ----------- such assignments prior to the Closing). 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 nothing herein shall create or provide any rights or benefits in or to third parties.

Assignment of Contracts. If there are any consents (a) At or approvals required prior to be obtained under any Contracts in order to assign the Vendor’s interest in such Contracts to the Purchaser, and such consents or approvals have not yet been obtained (or otherwise are not in full force and effect) as of the Closing Date, in the case Seller shall, at its sole cost and expense, (i) (unless waived or modified by the FTC with respect to any Acquired Contract or Lease) obtain the Required Consents, which are listed on Schedule 1.03(a)(i) hereto, and (ii) use its commercially reasonable efforts to obtain all necessary consents, approvals and authorizations to the assignment or transfer to the Purchaser of each Contract as to which such consent or approval was not obtained (or otherwise all of the Acquired Contracts that are not in full force and effect) Required Consents (each, a the “Restricted ContractNon-Required Consents”), the parties which are listed on Schedule 1.03(a)(ii) hereto. The Purchaser shall use their respective commercially reasonable efforts, and reasonably cooperate with each otherthe Seller in obtaining the Required Consents and Non-Required Consents (it being understood that the Purchaser shall not be required to spend money, commence any litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party in connection with cooperating to obtain the consent or approval relating to each Restricted Contract as quickly as practicable following the Closing Date. Prior to the obtaining of such consent or approval, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the material benefits of use of any and all Restricted Contracts for their respective terms (or any right or benefit arising thereunder, including the enforcement for the benefit of the Purchaser of any and all rights of the Vendor against a third party thereunder). When a consent or approval for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract to the Purchaser, Required Consents and the Purchaser shall assume the obligations under such Restricted Contract assigned to the Purchaser from and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaser, the Vendor shall continue its corporate existence and shall hold such Restricted Contracts for the exclusive benefit of the Purchaser and the Purchaser shall to the extent permissible and lawful, act as the Vendor’s subcontractor and perform all of the obligations of the Vendor under the Restricted ContractsNon-Required Consents). To the extent that any payment Required Consent is made not obtained by the Seller at or prior to the Vendor Closing (in respect compliance with a waiver or modification by the FTC consistent with Section 1.03(a)(i)), the Seller shall, at its sole cost and expense, obtain (and shall be responsible for the payment of a Restricted Contract any necessary costs and expenses which may be necessary to satisfy this covenant) each such Required Consent as soon as practicable after the Closing Date Date, but in any event, not later than the Vendor shall receive such payment as trustee and shall account first anniversary of the Closing Date. To the extent that any Non-Required Consent is not obtained by the Seller at or prior to the Closing, the Seller shall use its commercially reasonable efforts to obtain each such Non-Required Consent following the Closing, it being understood that neither the Seller nor any of its Affiliates shall be required to expend money, commence any litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party to obtain any such Non-Required Consent. The Seller and its Affiliates shall not be permitted to amend or modify any material terms of any Acquired Contracts in order to obtain a Required Consent or Non-Required Consent without the prior written consent of the Purchaser for the same within ten Business Days of receipt(not to be unreasonably withheld or delayed). Notwithstanding anything to the foregoing or anything contrary contained in this Agreement to the contraryAgreement, this Agreement shall not constitute an agreement to sellassign any Contract, conveyLease, assign Permit, or transfer right or any Restricted Contract benefit arising thereunder or resulting therefrom if any an attempted sale, conveyance, assignment or transfer of such Restricted Contractthereof, without the requisite consent to such transferof any other Person, would constitute a breach thereof, or be in violation of any applicable Law, rule or regulation unless and until such consent has been obtained. If any Required Consents or Non-Required Consents are not obtained prior to Closing, or if an attempted assignment thereof would result in a breach or violation of, or default under, the terms of the related Acquired Contract, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Purchaser so that the Purchaser would not in fact receive all such rights following the Closing, the parties shall cooperate to implement a mutually agreeable arrangement under which the Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Contract in accordance with this Agreement, including through an arrangement under which the Seller would subcontract its rights and obligations in respect of such Acquired Contract to the Purchaser, and under which the Seller would enforce for the benefit of the Purchaser any and all of the rights of the Seller against a third party associated with such Acquired Contract, and the Seller would promptly pay the Purchaser all monies received by the Vendor with Seller in respect to of any such Restricted Acquired Contract.

Assignment of Contracts. If there are any consents or approvals required to Nothing in this Agreement shall be obtained under any Contracts in order construed as an attempt to assign any Assumed Contract which, as a matter of law, is not assignable without the Vendor’s interest in such Contracts to the Purchaser, and such consents or approvals have not yet been obtained (or otherwise are not in full force and effect) as consent of the Closing Dateother party or parties thereto, in the case of each Contract unless such consent shall have been given, or any claim or demand thereunder as to which such consent or approval was not obtained (or otherwise are not in full force and effect) (eachall the remedies for the enforcement thereof enjoyed by the Vendor would not, as a “Restricted Contract”)matter of law, the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain the consent or approval relating to each Restricted Contract as quickly as practicable following the Closing Date. Prior to the obtaining of such consent or approval, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide pass to the Purchaser as an incident of the material benefits of use transfers to be made under this Agreement. Notwithstanding the foregoing, in order that the full value of any and all Restricted Contracts for their respective terms (or any right or benefit arising thereunder, including the enforcement Assumed Contract may be realized for the benefit of the Purchaser of any and all rights of the Vendor against a third party thereunder). When a consent or approval for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract to the Purchaser, and the Purchaser shall assume the obligations under such Restricted Contract assigned to the Purchaser from and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaser, the Vendor will, at the request and expense and under the direction of the Purchaser in the name of the Vendor or otherwise as the Purchaser shall continue its corporate existence specify, take all such action and do or cause to be done all such things as shall, in the opinion of the Purchaser, acting reasonably, be necessary or proper in order that the obligations of the Vendor thereunder may be performed in such manner that the value of the rights under the Assumed Contract shall be preserved and shall hold such Restricted Contracts for enure to the exclusive benefit of the Purchaser and that the collection of monies due and payable to the Purchaser in and under the Assumed Contract shall be received by the Purchaser and promptly pay over to the extent permissible and lawful, act as the Vendor’s subcontractor and perform Purchaser all of the obligations of the Vendor under the Restricted Contracts. To the extent that any payment is made monies collected by or paid to the Vendor in respect of a Restricted Contract after the Closing Date Assumed Contract. Subject to the foregoing, the Vendor and the Purchaser shall receive such payment as trustee and shall account use all reasonable efforts to obtain all consents of all requisite parties to the assignment by the Vendor to the Purchaser of any Assumed Contract which is necessary. The Vendor and the Purchaser will cooperate with one another in obtaining such consents but, in the event any party to any Assumed Contract will not agree or consent to the assignment thereof from the Vendor to the Purchaser, the Vendor, at the request of the Purchaser, will carry out and comply with the terms and provisions of any of such Assumed Contract as agent for the same within ten Business Days of receipt. Notwithstanding Purchaser at the foregoing or anything in this Agreement to Purchaser's cost and for the contrary, this Agreement shall not constitute an agreement to sell, convey, assign or transfer any Restricted Contract if any attempted sale, conveyance, assignment or transfer of such Restricted Contract, without the requisite consent to such transfer, would constitute a breach by the Vendor with respect to such Restricted ContractPurchaser's benefit.

Assignment of Contracts. If there are any consents (a) At or approvals required prior to be obtained under any Contracts in order to assign the Vendor’s interest in such Contracts to the Purchaser, and such consents or approvals have not yet been obtained (or otherwise are not in full force and effect) as of the Closing Date, in the case Seller shall, at its sole cost and expense, (i) (unless waived or modified by the FTC with respect to any Acquired Contract or Lease) obtain the Required Consents, which are listed on Schedule 1.03(a)(i) hereto, and (ii) use its commercially reasonable efforts to obtain all necessary consents, approvals and authorizations to the assignment or transfer to the Purchaser of each Contract as to which such consent or approval was not obtained (or otherwise all of the Acquired Contracts that are not in full force and effect) Required Consents (each, a the “Restricted ContractNon-Required Consents”), the parties which are listed on Schedule 1.03(a)(ii) hereto. The Purchaser shall use their respective commercially reasonable efforts, and reasonably cooperate with each otherthe Seller in obtaining the Required Consents and Non-Required Consents (it being understood that the Purchaser shall not be required to spend money, commence any litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party in connection with cooperating to obtain the consent or approval relating to each Restricted Contract as quickly as practicable following the Closing Date. Prior to the obtaining of such consent or approval, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the material benefits of use of any and all Restricted Contracts for their respective terms (or any right or benefit arising thereunder, including the enforcement for the benefit of the Purchaser of any and all rights of the Vendor against a third party thereunder). When a consent or approval for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract to the Purchaser, Required Consents and the Purchaser shall assume the obligations under such Restricted Contract assigned to the Purchaser from and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaser, the Vendor shall continue its corporate existence and shall hold such Restricted Contracts for the exclusive benefit of the Purchaser and the Purchaser shall to the extent permissible and lawful, act as the Vendor’s subcontractor and perform all of the obligations of the Vendor under the Restricted ContractsNon-Required Consents). To the extent that any payment Required Consent is made not obtained by the Seller at or prior to the Vendor Closing (in respect compliance with a waiver or modification by the FTC consistent with Section 1.03(a)(i)), the Seller shall, at its sole cost and expense, obtain (and shall be responsible for the payment of a Restricted Contract any necessary costs and expenses which may be necessary to satisfy this covenant) each such Required Consent as soon as practicable after the Closing Date Date, but in any event, not later than the Vendor shall receive such payment as trustee and shall account first anniversary of the Closing Date. To the extent that any Non-Required Consent is not obtained by the Seller at or prior to the Closing, the Seller shall use its commercially reasonable efforts to obtain each such Non-Required Consent following the Closing, it being understood that neither the Seller nor any of its Affiliates shall be required to expend money, commence any litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party to obtain any such Non-Required Consent. The Seller and its Affiliates shall not be permitted to amend or modify any material terms of any Acquired Contract in order to obtain a Required Consent or Non-Required Consent without the prior written consent of the Purchaser for the same within ten Business Days of receipt(not to be unreasonably withheld or delayed). Notwithstanding anything to the foregoing or anything contrary contained in this Agreement to the contraryAgreement, this Agreement shall not constitute an agreement to sellassign any Contract, conveyLease, assign Permit, or transfer right or any Restricted Contract benefit arising thereunder or resulting therefrom if any an attempted sale, conveyance, assignment or transfer of such Restricted Contractthereof, without the requisite consent to such transferof any other Person, would constitute a breach thereof, or be in violation of any applicable Law, rule or regulation unless and until such consent has been obtained. If any Required Consents or Non-Required Consents are not obtained prior to Closing, or if an attempted assignment thereof would result in a breach or violation of, or default under, the terms of the related Acquired Contract, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Purchaser so that the Purchaser would not in fact receive all such rights following the Closing, the parties shall cooperate to implement a mutually agreeable arrangement under which the Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Contract in accordance with this Agreement, including through an arrangement under which the Seller would subcontract its rights and obligations in respect of such Acquired Contract to the Purchaser, and under which the Seller would enforce for the benefit of the Purchaser any and all of the rights of the Seller against a third party associated with such Acquired Contract, and the Seller would promptly pay the Purchaser all monies received by the Vendor with Seller in respect to of any such Restricted Acquired Contract.

Assignment of Contracts. If there are any consents or approvals required to be obtained under any Contracts in order to assign the Vendor’s interest in such Contracts to the Purchaser, and such consents or approvals have not yet been obtained (or otherwise are not in full force and effecta) as of the Closing Date, in the case of each Contract as to which such consent or approval was not obtained (or otherwise are not in full force and effect) (each, a “Restricted Contract”), the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain the consent or approval relating to each Restricted Contract as quickly as practicable following the Closing Date. Prior to the obtaining of such consent or approval, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the material benefits of use of any and all Restricted Contracts for their respective terms (or any right or benefit arising thereunder, including the enforcement for the benefit of the Purchaser of any and all rights of the Vendor against a third party thereunder). When a consent or approval for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract to the Purchaser, and the Purchaser shall assume the obligations under such Restricted Contract assigned to the Purchaser from and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaser, the Vendor shall continue its corporate existence and shall hold such Restricted Contracts for the exclusive benefit of the Purchaser and the Purchaser shall to the extent permissible and lawful, act as the Vendor’s subcontractor and perform all of the obligations of the Vendor under the Restricted Contracts. To the extent that any payment is made to the Vendor in respect of a Restricted Contract after the Closing Date the Vendor shall receive such payment as trustee and shall account to the Purchaser for the same within ten Business Days of receipt. Notwithstanding the foregoing or anything Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to sell, convey, assign or transfer any Restricted Contract Contracts or any claim or right or any benefit arising thereunder or resulting therefrom if any an attempted sale, conveyance, assignment or transfer of such Restricted Contractthereof, without the requisite consent to such transferof a third party thereto, would constitute a breach by the Vendor or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of the Buyer or the Seller thereunder. (b) With respect to each Transit Division Contract indicated with an asterisk on Schedule R3, prior to Closing the Seller shall have obtained the execution of a TDC Assignment between the Buyer and the Seller, consented to by the applicable Owner. (c) With respect to each Real Property Lease indicated with an asterisk on Section 3.09(d) of the Disclosure Schedule, prior to Closing the Seller shall have obtained the execution by the applicable other parties thereto of a Lease Assignment among the Buyer, the Seller and such other parties. (d) If the Seller is unable to obtain the execution of a consent to assignment from each of the other parties to any Restricted Contract prior to Closing, the Seller and the Buyer will cooperate in an arrangement reasonably satisfactory to the Buyer and the Seller under which the Buyer would obtain, to the extent practicable, the claims, rights and benefits, and perform the corresponding obligations thereunder, in accordance with this Agreement, including subcontracting, sub-licensing or subleasing to the Buyer, or under which the Seller would enforce for the benefit of the Buyer, with the Buyer performing the Seller's corresponding obligations thereunder, any and all claims, rights and benefits of the Seller against each other party thereto. The Seller will promptly pay to the Buyer when received all monies received by the Seller under or with respect to any Restricted Contract or any claim, right or benefit arising thereunder not transferred pursuant to this Section 2.04(d). To the extent that the Buyer receives rights and benefits from any Restricted Contract not transferred pursuant to this Section 2.04(d), the Buyer shall pay to the other contracting party to such contract all amounts owing to such other contracting party under such Restricted Contract. The parties agree that, with respect to the agreement between the Seller and Sumitomo/Nippon Sharyo, the arrangement described in that certain Resale Agreement dated as of October 10, 1995 between the Seller and the Buyer, secured by that certain Security Agreement dated as of October 10, 1995 by the Seller in favor of the Buyer, is a satisfactory arrangement for purposes of this Section 2.04(d). The Seller shall continue to use its best efforts after Closing to obtain the execution of a consent to assignment from each of the other parties to any Restricted Contract for which such consent was not obtained prior to Closing. Upon receipt of the consent of all Persons that are required to consent to the assignment of a Restricted Contract, the Seller shall transfer, assign and deliver such Restricted Contract to the Buyer, free and clear of all Liens, other than Permitted Liens.