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. (b) At the Closing, Sellers shall, pursuant to the Sale Order, the Bill of Sale and Assignment and Assumption Agreement, and the IP Assignment Agreement, sell, assign, transfer and deliver to Buyer, all Assumed Contracts and Assumed Leases pursuant to sections 363 and 365 of the Bankruptcy Code, as applicable. At the Closing, Buyer shall assume, and thereafter in due course and in accordance with its respective terms (as may be amended) pay, fully satisfy, discharge and perform when due all obligations under each Assumed Contract and Assumed Lease that are Assumed Liabilities in accordance with the terms thereof, pursuant to section 365 of the Bankruptcy Code, as applicable. (c) Buyer shall be responsible for payment of Cure Costs in the aggregate amount of up to the Cure Costs Threshold, and thereafter Seller shall be responsible for payment of all remaining Cure Costs.

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. (b) At the Closing, Sellers shall, pursuant to the Sale Order, the Bill of Sale and Assignment and Assumption Agreement, and the IP Assignment Agreement, sell, assign, transfer and deliver to Buyer, all Assumed Contracts and Assumed Leases pursuant to sections 363 and 365 of the Bankruptcy Code, as applicable. At the Closing, Buyer shall assume, and thereafter in due course and in accordance with its respective terms (as may be amended) pay, fully satisfy, discharge and perform when due all obligations under each Assumed Contract and Assumed Lease that are Assumed Liabilities in accordance with the terms thereof, pursuant to section 365 of the Bankruptcy Code, as applicable. (c) Buyer shall be responsible for payment of Cure Costs in the aggregate amount of up to the Cure Costs Threshold, and thereafter Seller shall be responsible for payment of all remaining Cure Costs.

Assumption and Assignment of Contracts and Leases. (a) Sellers Each Seller shall assume and, to the extent assignable, assign (i) to Buyer 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 executory Contracts and Leases of the Sellers listed on Schedule 2.5(a)(ii) to Buyer, effective on and as of the Closing such Seller (such Contracts, the “Assumed Contracts”, and such Leases, the “Assumed Leases”). Between the Agreement Date , effective on 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 as of the Closing, subject to Section 2.5(e); provided, however, Buyer maymay provide a written notice to Sellers, in its sole and absolute discretion, at any time at least five which notice shall be provided no later than three (53) Business Days prior to the Auction, of its decision (i) to designate one or more executory Contracts as Excluded Contracts and (ii) may add and/or remove Material Contracts and Leases from Schedule 4.12. (b) If prior to Closing, by written it is discovered that a Contract or Lease should have been listed on Schedule 4.12 but was not listed on Schedule 4.12 (such Contract or Lease, a “Previously Omitted Contract”), Seller shall, promptly following the discovery thereof or receipt of notice from Buyer of its desire to Sellersdesignate any such Previously Omitted Contract as a Material Contract (but in no event later than three (3) Business Days following the discovery thereof or receipt of such notice), add or remove notify Buyer in writing of such Previously Omitted Contract. (c) Sellers shall take all actions required to assume and assign the Assumed Contracts and Assumed Leases from Schedule 2.5(a)(i) to Buyer (other than payment of Cure Costs, if so required), including providing timely 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 proper written notice of the economic value from the initial list of Sale Motion to all counterparties to Assumed Contracts and Assumed Leases, as may have been revised on or before March 3, 2023. If taking all actions required to facilitate any Contract is added negotiations with the counterparties to such Assumed Contracts and Assumed Leases and to obtain an Order from the list Bankruptcy Court containing a finding that the proposed assumption and assignment 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 Assumed Contracts and Assumed Leases to Buyer as promptly as possible at or following satisfies all applicable requirements of section 365 of the ClosingBankruptcy Code. (bd) At Subject to Section 2.5(e), at the Closing, Sellers shall, pursuant to the Sale Order, Order and the Bill Bxxx of Sale and Assignment and Assumption Agreement, and the IP Assignment Agreement, sell, assign, transfer and deliver assume and assign to BuyerBuyer (the consideration for which is included in the Purchase Price), all Assumed Contracts and Assumed Leases that may be assigned by any such Seller to Buyer pursuant to sections Sections 363 and 365 of the Bankruptcy Code, as applicable, subject to provision by Buyer of adequate assurance as may be required under section 365 of the Bankruptcy Code and payment by Buyer of the Cure Costs in accordance with Section 6.8 in respect of Assumed Contracts and Assumed Leases pursuant to and in accordance with section 365 of the Bankruptcy Code, as applicable, and the Sale Order. At the Closing, subject to Section 2.5(e), Buyer shall assume, and thereafter in due course and in accordance with its respective terms (as may be amended) pay, fully satisfy, discharge and perform when due all of the obligations under each Assumed Contract and Assumed Lease that are Assumed Liabilities in accordance with the terms thereofLiabilities, pursuant to section 365 of the Bankruptcy Code, as applicable. (ce) Notwithstanding the foregoing, an Assumed Contract or Assumed Lease shall not be transferred to, assigned to, or assumed by, Buyer at Closing to the extent that such Contract or Lease (i) is terminated by a Seller (subject to Section 6.1(a)) or the counterparty thereto, or terminates or expires by and in accordance with its terms, on or prior to the Closing Date and is not continued or otherwise extended upon assumption, (ii) 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 the applicable Seller’s rights under such Contract, and such Consent or Governmental Authorization has not been obtained prior to the Closing Date (such Assumed Contracts, the “Delayed Contracts”), or (iii) relates to, arises under, or was entered into in connection with the performance of any Delayed Contract, which shall not be transferred to, assigned to, or assumed by Buyer unless and until Consent or Governmental Authorization for the applicable Delayed Contract is obtained. In the event that any Delayed Contract is not assigned at Closing pursuant to Section 2.5(c) because the requisite Consent or Governmental Authorization for such Delayed Contract has not yet been obtained, the conditions contained in Article 7 shall be deemed waived with respect to such Delayed Contract, and the Closing shall nonetheless take place without any adjustment to the Purchase Price on account thereof, and thereafter through the earlier of such time as such Consent or Governmental Authorization is obtained and such period as specified in the Transition Services Agreement following the Closing (or the remaining term of such Delayed Contract, if shorter), Sellers and Buyer shall (A) use commercially reasonable efforts to secure such Consent or Governmental Authorization as promptly as practicable after the Closing and (B) cooperate in good faith in any lawful and commercially reasonable arrangement, in each case pursuant to the terms of the Transition Services Agreement with respect to any such Delayed Contract. Subject to the terms of the Transition Services Agreement, with respect to any Delayed Contract, (1) Buyer shall obtain (without infringing upon the legal rights of such third party or violating any Law) the economic rights and benefits under such Delayed Contract and (2) Buyer shall assume any related burden and obligation (including performance) with respect to such Delayed Contract. Upon satisfying any requisite Consent or Governmental Authorization requirement applicable to such Delayed Contract after the Closing, such Delayed Contract shall promptly be responsible for payment transferred and assigned to Buyer in accordance with the terms of Cure Costs in this Agreement, the aggregate amount of up Transition Services Agreement and the Sale Order. In connection with and without limiting the foregoing, and subject to the Cure Costs Thresholdterms of the Transition Services Agreement, for so long as a Delayed Contract is not transferred to Buyer, each party will use commercially reasonable efforts and thereafter Seller cooperate in good faith with the other party to enable Sellers to perform the services thereunder, in all cases, without infringing upon the legal rights of any third party or violating any Law and subject to the other terms of this Section 2.5(e), such that Sellers may provide delivery with respect to customer commitments thereunder and Buyer shall be responsible for payment of all remaining Cure Costsobtain the economic rights and benefits under such Delayed Contract.

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. (b) At the Closing, Sellers shall, pursuant to the Sale Order, the Bill of Sale and Assignment and Assumption Agreement, and the IP Assignment Agreement, sell, assign, transfer and deliver to Buyer, all Assumed Contracts and Assumed Leases pursuant to sections 363 and 365 of the Bankruptcy Code, as applicable. At the Closing, Buyer shall assume, and thereafter in due course and in accordance with its respective terms (as may be amended) pay, fully satisfy, discharge and perform when due all obligations under each Assumed Contract and Assumed Lease that are Assumed Liabilities in accordance with the terms thereof, pursuant to section 365 of the Bankruptcy Code, as applicable. (c) Buyer shall be responsible for payment of Cure Costs in the aggregate amount of up to the Cure Costs Threshold, and thereafter Seller shall be responsible for payment of all remaining Cure Costs.

Assumption and Assignment of Contracts and Leases. (a) Sellers shall assume and, to the extent assignable, assign (i) all purchase orders, customer the Material 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)(ii2.5(a) to BuyerCTTBuyer (or another Subsidiary of PSABuyer designated by Buyer in writing to Sellers prior to Closing), effective on and as of the Closing (such Contractscollectively, the “Assumed Contracts”); provided, and such Leaseshowever, except for the “Assumed Leases”Contracts set forth on Schedule 2.5(a)(i). Between the Agreement Date and March 3, 2023, Buyer shall be permitted may at any time prior 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 prior to the ClosingSale Hearing, Buyer mayby written notice to Sellers, in its sole add or remove Material Contracts from Schedule 2.5(a); provided further, that Sellers shall not be required to assume and absolute discretionassign any (i) leases or other Contracts for vehiclesVehicles or other equipment used by any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business, and (ii) Contracts pursuant to which any goods or services are provided to any Comcar Subsidiaries or Affiliates, other than Sellers, or otherwise not Related to the Business; provided further that at any time at least five prior to two (52) Business Days prior to the Closing, by written notice to Sellers, add Buyer may remove any of the leases or remove other Contracts from Schedule 2.5(a) except for the Assumed Contracts and Assumed Leases from set forth on 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)(ii2.5(a) shall result in deviation of no more than ten (10%) percent of the economic value from the initial list of include Sellers’ proposed Cure Cost for each Assumed Contracts and Assumed Leases, as may have been revised on or before March 3, 2023Contract. 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 Until the Closing, Sellers shall continue to use commercially reasonable efforts to perform their obligations under the Assumed Contracts. (b) At the Closing, Sellers shall, pursuant to the Sale Order, Order and the Bill Xxxx of Sale and Assignment and Assumption Agreement, and the IP Assignment Agreement, sell, assign, transfer and deliver assume and assign to BuyerBuyer (the consideration for which is included in the Purchase Price), all Assumed Contracts and Assumed Leases that may be assigned by any such Seller to Buyer pursuant to sections Sections 363 and 365 of the Bankruptcy Code, as applicable, subject to provision by Buyer of adequate assurance as may be required under Section 365 of the Bankruptcy Code and payment by Buyer of the Cure Costs in accordance with Section 6.10 in respect of Assumed Contracts pursuant to and in accordance with Section 365 of the Bankruptcy Code, as applicable, and the Sale Order. At the Closing, Buyer shall assume, and thereafter in due course and in accordance with its respective terms (as may be amended) pay, fully satisfy, discharge and perform when due all of the obligations under each Assumed Contract and Assumed Lease that are Assumed Liabilities in accordance with the terms thereofLiabilities, pursuant to section Section 365 of the Bankruptcy Code, as applicable. (c) Buyer shall be responsible for payment of Cure Costs in the aggregate amount of up to the Cure Costs Threshold, and thereafter Seller shall be responsible for payment of all remaining Cure Costs.