Common use of Assumption and Assignment of Contracts and Leases Clause in Contracts

Assumption and Assignment of Contracts and Leases. (a) Sellers shall assign (i) all purchase orders, customer Contracts and reseller Contracts to Buyer, other than those listed on Schedule 2.5(a)(i); and (ii) all other Contracts (including vendor Contracts) or other agreements contemplated or governed by any of the listed Contracts and Leases of the Sellers listed on Schedule 2.5(a)(ii) to Buyer, effective on and as of the Closing (such Contracts, the “Assumed Contracts”, and such Leases, the “Assumed Leases”). Between the Agreement Date and March 3, 2023, Buyer shall be permitted to add or remove Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii). Between March 3, 2023 and five (5) Business Days before the Closing, Buyer may, in its sole and absolute discretion, at any time at least five (5) Business Days prior to the Closing, by written notice to Sellers, add or remove Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii); provided that removal of Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii) shall result in deviation of no more than ten (10%) percent of the economic value from the initial list of Assumed Contracts and Assumed Leases, as may have been revised on or before March 3, 2023. If any Contract is added to the list of Acquired Assets pursuant to the foregoing sentence, then the applicable Seller shall take such steps as are reasonably necessary to cause such Contract to be assigned to Buyer as promptly as possible at or following the Closing.

Assumption and Assignment of Contracts and Leases. (a) Sellers shall assign (i) all purchase orders, customer Contracts and reseller Contracts to Buyer, other than those listed marked as “DO NOT ASSUME” (if any) on Schedule 2.5(a)(i); and (ii) all other Contracts (including vendor Contracts) or other agreements contemplated or governed by any of the listed Contracts and Leases of the Sellers listed marked as “ASSUME” on Schedule 2.5(a)(ii) to Buyer, effective on and as of the Closing (such Contracts, the “Assumed Contracts”, and such Leases, the “Assumed Leases”). Between the Agreement Date and March 3, 2023, Buyer shall be permitted to add or remove Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii). Between March 3, 2023 and five (5) Business Days before the Closing, Buyer may, in its sole and absolute discretion, at any time at least five (5) Business Days prior to the Closing, by written notice to Sellers, add or remove Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii); provided that removal of Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii) shall result in deviation of no more than ten (10%) percent of the economic value from the initial list of Assumed Contracts and Assumed Leases, as may have been revised on or before March 3, 2023. If any Contract is added to the list of Acquired Assets pursuant to the foregoing sentence, then the applicable Seller shall take such steps as are reasonably necessary to cause such Contract to be assigned to Buyer as promptly as possible at or following the Closing. Notwithstanding anything in this Section 2.5(a) to the contrary, Buyer may not remove the Assumed Contracts added to Schedule 2.5(a)(ii) during the Auction and the value of the Assumed Contracts added to Schedule 2.5(a)(ii) during the Auction shall not be utilized in the calculation of the economic value of the Assumed Contracts from the initial list of Assumed Contracts and Assumed Leases, as may have been revised on or before March 3, 2023.

Assumption and Assignment of Contracts and Leases. (a) Sellers shall assign (i) all purchase orders, customer Contracts and reseller Contracts to Buyer, other than those listed on Schedule 2.5(a)(i); and (ii) all other Contracts (including vendor Contracts) or Contracts)or other agreements contemplated or governed by any of the listed Contracts and Leases of the Sellers listed on Schedule 2.5(a)(ii) to Buyer, effective on and as of the Closing (such Contracts, the “Assumed Contracts”, and such Leases, the “Assumed Leases”). Between the Agreement Date and March 3, 2023, Buyer shall be permitted to add or remove Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii). Between March 3, 2023 and five (5) Business Days before the Closing, Buyer may, in its sole and absolute discretion, at any time at least five (5) Business Days prior to the Closing, by written notice to Sellers, add or remove Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii); provided that removal of Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) and Schedule 2.5(a)(ii) shall result in deviation of no more than ten (10%) percent of the economic value from the initial list of Assumed Contracts and Assumed Leases, as may have been revised on or before March 3, 2023. If any Contract is added to the list of Acquired Assets pursuant to the foregoing sentence, then the applicable Seller shall take such steps as are reasonably necessary to cause such Contract to be assigned to Buyer as promptly as possible at or following the Closing.