Common use of Further Consents to Assignment Clause in Contracts

Further Consents to Assignment. To the extent that the assignment of any of the Assumed Contracts or transfer of any Acquired Asset shall require the consent of any other party, and the Closing shall occur notwithstanding the failure to have obtained such consent prior to the Closing, this Agreement shall not constitute a contract by either Seller to assign or transfer the same until such consent is obtained. Purchaser shall, at its own expense, use its commercially reasonable efforts after the Effective Date to obtain any consent necessary to such assignment, and Sellers shall fully cooperate with Purchaser at Purchaser’s expense in connection therewith. If any such consent is not obtained, (a) this Agreement shall not constitute or be deemed to be a contract to assign the same if an attempted assignment without such consent would constitute a breach of such item or create in any party thereto the right or power to cancel or terminate such contract or assert any right or control over any Acquired Asset, and (b) Purchaser shall cooperate at its expense (and Purchaser will promptly reimburse Sellers to the extent of any expenses incurred by Sellers pursuant to such agreement) in any reasonable arrangement designed to provide Purchaser the use or benefit, monetary or otherwise, of Sellers’ rights under such contract or Acquired Asset; provided that if no consent can be obtained with respect to an Assumed Contract and/or an assignment of any Assumed Contract cannot be made, in lieu of such assignment, (i) Purchaser shall act as a subcontractor of Sellers in connection with such Assumed Contract, shall provide all Software and services in connection with such Assumed Contract, and shall indemnify Sellers for all services rendered as a subcontractor and all risks, liabilities and obligations arising under such Assumed Contract with respect to the services provided by Purchaser; (ii) Sellers shall notify the customer with whom the Assumed Contract was entered into that Purchaser is a subcontractor of Sellers for such Assumed Contract; and (iii) Sellers shall promptly remit to Purchaser all payments received from such customer relating to the services performed by Purchaser as subcontractor under said Assumed Contract, less withholding by such Seller for any applicable taxes. Sellers and Purchaser hereby acknowledge and agree that they believe that each of the Assumed Contracts requires the consent of the Transferred Customer in order to be assigned to Purchaser.

Further Consents to Assignment. To With respect to those consents or approvals (or effective waivers thereof) to or of assignment and all novations which are not obtained on or prior to Closing: (a) the extent that Parties will make all reasonable efforts to obtain such consent, approval (or an effective waiver thereof) or novation; (b) if the assignment of any of the Assumed Contracts or transfer of any Acquired Asset shall require the consent of any other party, and the Closing shall occur notwithstanding the failure Parties are unable to have obtained obtain such consent prior or approval, or an effective waiver thereof, or novation, then, with respect to the contract, lease, license, permit, approval or other item of which such consent or approval of or to the effective assignment or the novation is requested by Purchaser at or after the Closing, this Agreement shall not constitute a contract by either Seller to assign or transfer the same until such consent is obtained. Purchaser shall, at its own expense, use its commercially reasonable efforts after the Effective Date to obtain any consent necessary to such assignment, and Sellers shall fully cooperate with Purchaser at Purchaser’s expense in connection therewith. If any such consent is not obtained, (ai) this Agreement shall not constitute or be deemed to be a contract an assignment or an agreement to assign the same such item if an attempted assignment without such consent consent, approval or novation, or an effective waiver thereof, would constitute a breach of or default under such item or create in any party thereto the right or power to cancel or terminate such contract or assert any right or control over any Acquired Assetitem, and (bii) Seller will provide or cause to be provided to Purchaser shall cooperate at its expense (and Purchaser will promptly reimburse Sellers to the extent benefit of any expenses incurred by Sellers Seller's rights under or pursuant to such agreementitem, including enforcement (at Purchaser's sole cost and expense) in of any reasonable arrangement designed and all rights of Seller, as the case may be, against any other Person (including any Governmental Authority) as Purchaser may request; provided, however, that Seller and Purchaser shall share equally the expense of any amounts or consideration paid to provide Purchaser the use or benefit, monetary or otherwise, of Sellers’ rights under such contract or Acquired Assetany other Person; provided that if no consent can each Party's obligation shall not exceed Fifty Thousand Dollars ($50,000), and neither Party shall be obtained with respect obligated to an Assumed Contract and/or an assignment incur any additional cost or expense under this Section 5.02(b) unless expressly agreed to in writing, such agreement to be in each Party's sole discretion; and (c) neither Party will be obligated to pay consideration (other than costs of any Assumed Contract cannot be made, in lieu providing the benefit of such assignment, (iitem as described in Section 5.02(b)) Purchaser shall act as a subcontractor of Sellers in connection with such Assumed Contract, shall provide all Software and services in connection with such Assumed Contract, and shall indemnify Sellers for all services rendered as a subcontractor and all risks, liabilities and obligations arising under such Assumed Contract with respect to the services provided by Purchaser; (ii) Sellers shall notify the customer with whom the Assumed Contract was entered into that Purchaser is a subcontractor of Sellers for such Assumed Contract; and (iii) Sellers shall promptly remit to Purchaser all payments received from such customer relating to the services performed by Purchaser as subcontractor under said Assumed Contract, less withholding by such Seller for any applicable taxes. Sellers and Purchaser hereby acknowledge and agree that they believe that each of the Assumed Contracts requires the consent of the Transferred Customer in order to be assigned obtain any consent or approval, or an effective waiver thereof, or novation, unless otherwise agreed by the Parties in writing, each in its reasonable discretion. The Parties will cooperate in obtaining any required consent or approval, or an effective waiver thereof, or novation, pursuant to Purchaseran economic arrangement satisfactory to the Parties.

Further Consents to Assignment. To With respect to those consents or approvals (or effective waivers thereof) to or of assignment and all novations which are not obtained on or prior to Closing and which are waived by the extent that applicable Party as a closing condition: (a) the assignment of any of Parties will make all reasonable efforts to obtain such consent, approval (or an effective waiver thereof) or novation; (b) if the Assumed Contracts or transfer of any Acquired Asset shall require the consent of any other party, and the Closing shall occur notwithstanding the failure Parties are unable to have obtained obtain such consent prior or approval, or an effective waiver thereof, or novation, then, with respect to the contract, lease, license, permit, approval or other item of which such consent or approval of or to the effective assignment or the novation is requested by Purchaser at or after the Closing, this Agreement shall not constitute a contract by either Seller to assign or transfer the same until such consent is obtained. Purchaser shall, at its own expense, use its commercially reasonable efforts after the Effective Date to obtain any consent necessary to such assignment, and Sellers shall fully cooperate with Purchaser at Purchaser’s expense in connection therewith. If any such consent is not obtained, (ai) this Agreement shall not constitute or be deemed to be a contract an assignment or an agreement to assign the same such item if an attempted assignment without such consent consent, approval or novation, or an effective waiver thereof, would constitute a breach of or default under such item or create in any party thereto the right or power to cancel or terminate such contract or assert any right or control over any Acquired Assetitem, and (bii) Seller will provide or cause to be provided to Purchaser shall cooperate at its expense (and Purchaser will promptly reimburse Sellers to the extent benefit of any expenses incurred by Sellers Seller's rights under or pursuant to such agreementitem, including enforcement (at Purchaser's sole cost and expense) in any reasonable arrangement designed to provide Purchaser the use or benefit, monetary or otherwise, of Sellers’ rights under such contract or Acquired Asset; provided that if no consent can be obtained with respect to an Assumed Contract and/or an assignment of any Assumed Contract cannot and all rights of Seller, as the case may be, against any other Person (including any Governmental Authority) as Purchaser may request; provided, however, that Seller and Purchaser shall share equally the expense of any amounts or consideration paid to any other Person up to a combined limit of One Hundred Thousand Dollars ($100,000), and neither Seller nor Purchaser shall be madeobligated to incur any additional cost or expense unless expressly agreed to in writing, such agreement to be in lieu each Party's sole discretion; and (c) neither Party will be obligated to pay consideration (other than costs of providing the benefit of such assignment, (iitem as described in Section 7.02(b)) Purchaser shall act as a subcontractor of Sellers in connection with such Assumed Contract, shall provide all Software and services in connection with such Assumed Contract, and shall indemnify Sellers for all services rendered as a subcontractor and all risks, liabilities and obligations arising under such Assumed Contract with respect to the services provided by Purchaser; (ii) Sellers shall notify the customer with whom the Assumed Contract was entered into that Purchaser is a subcontractor of Sellers for such Assumed Contract; and (iii) Sellers shall promptly remit to Purchaser all payments received from such customer relating to the services performed by Purchaser as subcontractor under said Assumed Contract, less withholding by such Seller for any applicable taxes. Sellers and Purchaser hereby acknowledge and agree that they believe that each of the Assumed Contracts requires the consent of the Transferred Customer in order to be assigned obtain any consent or approval, or an effective waiver thereof, or novation, unless otherwise agreed by the Parties in writing, each in its reasonable discretion. The Parties will cooperate in obtaining any required consent or approval, or an effective waiver thereof, or novation, pursuant to Purchaseran economic arrangement satisfactory to the Parties.

Further Consents to Assignment. To With respect to those consents or approvals (or effective waivers thereof) to or of assignment and all novations which are not obtained on or prior to Closing and which are waived by the extent that applicable Party as a closing condition: (a) the assignment of any of Parties will make all reasonable efforts to obtain such consent, approval (or an effective waiver thereof) or novation; (b) if the Assumed Contracts or transfer of any Acquired Asset shall require the consent of any other party, and the Closing shall occur notwithstanding the failure Parties are unable to have obtained obtain such consent prior or approval, or an effective waiver thereof, or novation, then, with respect to the contract, lease, license, permit, approval or other item of which such consent or approval of or to the effective assignment or the novation is requested by Purchaser at or after the Closing, this Agreement shall not constitute a contract by either Seller to assign or transfer the same until such consent is obtained. Purchaser shall, at its own expense, use its commercially reasonable efforts after the Effective Date to obtain any consent necessary to such assignment, and Sellers shall fully cooperate with Purchaser at Purchaser’s expense in connection therewith. If any such consent is not obtained, (ai) this Agreement shall not constitute or be deemed to be a contract an assignment or an agreement to assign the same such item if an attempted assignment without such consent consent, approval or novation, or an effective waiver thereof, would constitute a breach of or default under such item or create in any party thereto the right or power to cancel or terminate such contract or assert any right or control over any Acquired Assetitem, and (bii) Seller will provide or cause to be provided to Purchaser shall cooperate at its expense (and Purchaser will promptly reimburse Sellers to the extent benefit of any expenses incurred by Sellers Seller’s rights under or pursuant to such agreementitem, including enforcement (at Purchaser’s sole cost and expense) in any reasonable arrangement designed to provide Purchaser the use or benefit, monetary or otherwise, of Sellers’ rights under such contract or Acquired Asset; provided that if no consent can be obtained with respect to an Assumed Contract and/or an assignment of any Assumed Contract cannot and all rights of Seller, as the case may be, against any other Person (including any Governmental Authority) as Purchaser may request; provided, however, that Seller and Purchaser shall share equally the expense of any amounts or consideration paid to any other Person up to a combined limit of One Hundred Thousand Dollars ($100,000), and neither Seller nor Purchaser shall be madeobligated to incur any additional cost or expense unless expressly agreed to in writing, such agreement to be in lieu each Party’s sole discretion; and (c) neither Party will be obligated to pay consideration (other than costs of providing the benefit of such assignment, (iitem as described in Section 7.02(b)) Purchaser shall act as a subcontractor of Sellers in connection with such Assumed Contract, shall provide all Software and services in connection with such Assumed Contract, and shall indemnify Sellers for all services rendered as a subcontractor and all risks, liabilities and obligations arising under such Assumed Contract with respect to the services provided by Purchaser; (ii) Sellers shall notify the customer with whom the Assumed Contract was entered into that Purchaser is a subcontractor of Sellers for such Assumed Contract; and (iii) Sellers shall promptly remit to Purchaser all payments received from such customer relating to the services performed by Purchaser as subcontractor under said Assumed Contract, less withholding by such Seller for any applicable taxes. Sellers and Purchaser hereby acknowledge and agree that they believe that each of the Assumed Contracts requires the consent of the Transferred Customer in order to be assigned obtain any consent or approval, or an effective waiver thereof, or novation, unless otherwise agreed by the Parties in writing, each in its reasonable discretion. The Parties will cooperate in obtaining any required consent or approval, or an effective waiver thereof, or novation, pursuant to Purchaseran economic arrangement satisfactory to the Parties.

Further Consents to Assignment. To As and to the extent that any member of the assignment TRW Group will have failed to obtain prior to Closing the consent or approval (or an effective waiver thereof) of any of the Assumed Contracts person or transfer persons in respect of any Acquired Asset shall require item described in Section 4.5 hereof: (a) the parties will fully cooperate with each other to obtain from such person or persons the consents or approvals (or effective waivers thereof); (b) if the consent of any other party, or approval is listed in Appendix G and the Closing shall occur notwithstanding the failure to have is not obtained such consent prior to the Closing, then (1) the members of the TRW Group will (x) use 42 50 reasonable efforts to provide the Transaction Companies with an alternative arrangement providing the benefit of all the rights of the members of the TRW Group under such contract, lease, license, permit, approval or similar item including, without limitation, enforcement (at TRW's expense) of any and all rights of the members of the TRW Group against such person as the Transaction Companies may reasonably request and (y) indemnify and hold harmless the Transaction Companies from and against any and all liabilities, damages, losses, claims, costs and expenses (including, without limitation, attorneys' fees and expenses) arising out of or related to the failure to obtain such consent, approval or waiver; (2) Purchaser, in its good faith reasonable judgment, may elect to accept or reject such proposed alternative arrangement; and (3) if Purchaser elects to reject such proposed alternative (or if an alternative is not proposed), such election (or failure to propose an alternative) will be deemed to constitute, pursuant to Section 5.1 hereof, a failure to satisfy a condition to Purchaser's obligation to consummate the transactions contemplated by this Agreement shall Agreement, but will not constitute a contract breach of covenant or a breach of warranty by either Seller to assign or transfer any member of the same until such consent is obtained. Purchaser shall, at its own expense, use its commercially reasonable efforts after TRW Group; and (c) if the Effective Date parties are unable to obtain any consent necessary to such assignmentor approval (or effective waiver thereof) under any of the contracts, and Sellers shall fully cooperate with Purchaser at Purchaser’s expense leases, licenses, permits, approvals or other similar items constituting part of the Acquired Assets that are not listed in connection therewith. If any such consent is not obtainedAppendix G, then after the Closing (a1) this Agreement shall will not constitute or be deemed to be a contract to assign the same if an attempted assignment without such consent consent, approval or waiver would constitute a breach of such item or create in the issuer or any party thereto the right or power to cancel or terminate such contract or assert any right or control over any Acquired Assetitem and, in such case, the consummation of the transactions contemplated hereby will not be deemed to constitute such an assignment and (b2) Purchaser shall TRW, IS&S International and Microwave will use reasonable efforts to cooperate at its expense (and Purchaser will promptly reimburse Sellers to with the extent of any expenses incurred by Sellers pursuant to such agreement) Transaction Companies in any reasonable arrangement designed to provide Purchaser the use or benefit, monetary or otherwise, Transaction Companies with the benefit of Sellers’ all the rights of the members of the TRW Group under such contract contract, lease, license, permit, approval or Acquired Asset; provided that if no consent can be obtained with respect to an Assumed Contract and/or an assignment similar item, including, without limitation, enforcement (at TRW's expense) of any Assumed Contract cannot be made, in lieu of such assignment, (i) Purchaser shall act as a subcontractor of Sellers in connection with such Assumed Contract, shall provide all Software and services in connection with such Assumed Contract, and shall indemnify Sellers for all services rendered as a subcontractor and all risks, liabilities and obligations arising under such Assumed Contract with respect to the services provided by Purchaser; (ii) Sellers shall notify the customer with whom the Assumed Contract was entered into that Purchaser is a subcontractor of Sellers for such Assumed Contract; and (iii) Sellers shall promptly remit to Purchaser all payments received from such customer relating to the services performed by Purchaser as subcontractor under said Assumed Contract, less withholding by such Seller for any applicable taxes. Sellers and Purchaser hereby acknowledge and agree that they believe that each rights of the Assumed Contracts requires the consent members of the Transferred Customer in order to be assigned to PurchaserTRW Group against such person as the Transaction Companies may reasonably request.