Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. Notwithstanding anything in this Agreement to the contrary, this Agreement will not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Asset.

Non-Assignable Contracts. Notwithstanding anything To the extent that Seller's right, title or interest in, to or under any Project Rights (other than Transferable Permits) may not be assigned without the consent, approval or authorization of any Third Party, which consent, approval or authorization has not been obtained as of the applicable Closing Date (including any Shared Contract for which the Parties do not enter into a separate Contract on or before the applicable Closing Date as contemplated in this Agreement to Paragraph A of the contraryPurchase and Sale Terms), this Agreement will shall not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreementssuch right, title or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) interest if an attempted assignment thereof, without the consent of a third Person, would constitute a breach of such Project Rights or other contravention thereof violate Law. If any consent, approval or in authorization to such assignment of any way adversely affect the rights of Intcomex thereunder. Subject such Project Rights shall not be obtained without recourse to the provisions of Section 2.5(c) belowSeller, in the event that an or if any attempted assignment of a Company Agreement would be ineffective or would adversely affect the materially impair Buyer's rights of the BP Asset Selling Entity thereunder so and obligations under such Project Rights such that Intcomex or its designated Affiliate Buyer would not in fact receive acquire and assume the benefit and burden of all such rightsrights and obligations, then Seller shall administer such Project Rights for the benefit of Buyer pursuant to, and subject to, the BP Asset Selling Entity shall useterms and conditions of, the O&M Agreement; provided that if the O&M Agreement expires or terminates before the expiration or termination of such Project Rights, then Seller, at its option (exercisable by notice to Buyer) and BPI shall cause to the BP Asset Selling Entity to usefullest extent permitted by Law and such Project Rights, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder shall, from and after such expiration or termination of the Closing Date. The BP Asset Selling Entity shallO&M Agreement, and BPI shall cause the BP Asset Selling Entity to, pay promptly either (i) appoint Buyer to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date be Seller's agent with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder Project Rights to the extent that Intcomex of the Group of Purchased UI Assets, or its designated Affiliate would be entitled thereto pursuant hereto so long (ii) enter into such reasonable arrangements with Buyer or take such other actions as Intcomex are necessary to provide Buyer with the same or its designated Affiliate is (x) not in breach of any such Company Agreement substantially similar rights and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating Project Rights to the period prior extent of the Group of Purchased UI Assets. Notwithstanding anything to the Closing Date). Subject contrary in the foregoing, for each Shared Contract subject to this Section 1(d) that survives the provisions expiration or termination of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtainedthe O&M Agreement, the BP Asset Selling Entity shallParties shall enter into an appropriate arrangement pursuant to which Buyer shall irrevocably appoint Seller as its attorney-in-fact, coupled with an interest, under terms and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder conditions substantially similar to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, those set forth in Section 1(b) for Partially Assigned Contracts for the period after such assignment expiration or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assettermination.

Non-Assignable Contracts. Notwithstanding anything in this Agreement to To the contrary, this Agreement will extent that any Assigned Contract is not constitute an agreement by the BP Asset Selling Entity to assign any capable of being assigned under Section 365 of the Company AgreementsBankruptcy Code (or, if inapplicable, pursuant to other applicable Laws or the terms of such Contract) to Purchaser or a Designee without the consent of the other party thereto or any claim or right or any benefit arising thereunder or resulting therefrom Person (including a Government Entity), and such consent has not been obtained (collectively, the “Non-Assignable Contracts”) if ), this Agreement will not constitute an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would assignment, unless any such consent is obtained. Any payment to be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not made in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity order to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, obtain any consent required by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach terms of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred shall be the responsibility of Sellers to Intcomex the extent of available cash on Sellers’ balance sheet. In the event that the aggregate amount of consent fees payable for all Non-Assignable Contracts exceeds the amount of available cash on the Sellers’ balance sheet, Purchaser or its designated AffiliateDesignees shall satisfy such excess consent fees. If, after giving effect to the provisions of Sections 363 and 365 of the Bankruptcy Code, such consent is required but not obtained, the Sellers shall cooperate with Purchaser in any reasonable arrangement designed to provide for Purchaser the benefits and obligations of or under any such Non-Assignable Contract, including enforcement for the benefit of Purchaser of any and all rights of the Sellers against a third party thereto arising out of the breach or cancellation thereof by such third party. Any assignment to Purchaser of any Assigned Contract that shall, after giving effect to the provisions of Sections 363 and 365 of the Bankruptcy Code, require the consent of any third party for such assignment as aforesaid shall cease be made subject to such consent being obtained. Any contract that would be a Non-Assignable an Assigned Contract but is not assigned in accordance with the terms of this Section 2.5(f) shall not be considered an “Assigned Contract” for purposes hereof unless and become a Purchased Assetuntil such contract is assigned to Purchaser following the Closing Date upon receipt of the requisite consents to assignment and Bankruptcy Court approval.

Non-Assignable Contracts. Notwithstanding anything 2.9.1. Nothing in this Agreement to nor the contrary, this Agreement will not constitute consummation of the Acquisition shall be construed as an attempt or agreement by the BP Asset Selling Entity to assign any of the Company AgreementsAssigned Contract or Approval, which by its terms or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Nonby Law is non-Assignable Contracts”) if an attempted assignment thereof, assignable without the consent of a third Personparty including any Governmental Authority, would constitute or is cancellable by a breach third party or other contravention any Governmental Authority in the event of an assignment, or that the assignment thereof or in any way adversely may otherwise affect the rights of Intcomex thereunderthe Buyer thereunder (“Non-assignable Assets”), unless and until such consent shall have been obtained. 2.9.2. Subject The Seller shall use reasonable commercial efforts to obtain the consent of any relevant third party or Governmental Authority to the provisions assignment of Section 2.5(c) belowany Seller Contracts or any other asset included in the Acquired Assets, to the extent such consent is needed. To the extent permitted by applicable Law, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect consents to the period after the Closing Date under such Company Agreement assignment thereof cannot or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) may not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract assignable Assets shall cease to be held, as of and from the Closing Date, by the Seller (or, in the event of a Non-Assignable Contract assignable Asset from another member of the Seller Group, by such member of the Seller Group) in trust for the Buyer, and become the covenants and obligations thereunder shall be performed by the Buyer in the Seller’s name and all benefits and obligations existing thereunder shall be for the Buyer’s account. The Seller shall take or cause to be taken, at the Buyer’s expense, such actions in its name or otherwise as the Buyer may reasonably request so as to provide the Buyer with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and the Seller shall deposit all money or other consideration received by it in respect of all Non-assignable Assets in a Purchased Assetspecial separate escrow account and shall promptly pay over such monies to the Buyer. As of and from the Closing Date, the Seller shall authorize the Buyer, either by delivering to the Buyer at the Closing Date, an irrevocable power of attorney, to the extent permitted by Law and the terms of the Non-assignable Assets, by entering into subcontracting, sublicensing or subleasing arrangements, or in any other manner as shall be reasonably requested by Buyer, at the Buyer’s expense, to perform all the obligations and receive all the benefits of Seller under the Non-assignable Assets and appoints Buyer, solely for this purpose, as its attorney-in-fact to act in its name on its behalf. Notwithstanding anything to the contrary stated herein, Seller’s undertakings under this Section ‎2.9.2 as it relates to the Lion Project, shall be subject to Buyer procuring a guarantee from the third party guarantor and in a form acceptable to Seller, which guarantor undertakes to guarantee all of the obligations of Buyer under the Lion Project and to indemnify Seller in respect of all Liabilities arising under the Lion Project beyond the amount of any performance bond issued by Seller under the Lion Project.

Non-Assignable Contracts. Notwithstanding anything in In the event and to the extent that TSC is unable to obtain any consent, approval or amendment to any Contract, lease, license or other rights relating to the eLoyalty Business that would otherwise be transferred or assigned to eLoyalty as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) TSC shall continue to be bound thereby and the contrarypurported transfer or assignment to eLoyalty shall automatically be deemed deferred until such time as all legal impediments are removed and/or all necessary consents have been obtained, this Agreement will and (ii) unless not constitute an agreement permitted by the BP Asset Selling Entity to assign any terms thereof or by law, eLoyalty shall pay, perform and discharge fully all of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent obligations of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits TSC thereunder from and after the Closing Distribution Date, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC for all indemnifiable Losses arising out of such performance by eLoyalty. The BP Asset Selling Entity TSC shall, and BPI shall cause the BP Asset Selling Entity towithout further consideration therefor, pay and remit to eLoyalty promptly all monies, rights and other considerations received in respect of such performance. TSC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to Intcomex or its designated Affiliate when received all monies received, if any, in this Section 7.3 only as reasonably directed by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement eLoyalty and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date)at eLoyalty's expense. Subject to the provisions of Section 2.5(c) below, if If and when any such consents in respect of Non-Assignable Contracts consent shall be obtainedobtained or such Contract, lease, license or other right shall otherwise become assignable or be able to be novated, TSC shall promptly assign and novate (to the BP Asset Selling Entity shallextent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further consideration, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate eLoyalty shall, without the payment of any additional further consideration therefor, assume from such rights and after obligations. To the date extent that the assignment of such any Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 7.3 is prohibited by law, the assignment or transfer provisions of this Section 7.3 shall operate to create a subcontract with eLoyalty to perform each relevant unassignable TSC Contract at a subcontract price equal to the liabilities monies, rights and obligations thereunder arising exclusively from, and accruing exclusively other considerations received by TSC with respect to, to the period after performance by eLoyalty under such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetsubcontract.

Non-Assignable Contracts. Notwithstanding anything in (a) Neither this Agreement to the contrary, this Agreement will not nor any Closing Document shall constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, assignment or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective any Non-Assignable Contract. MDS agrees to assign and to cause each other Seller to assign any Non-Assignable Contracts to Buyer or would adversely affect the rights of applicable Designated Buyer Affiliate when such assignment is permitted and as Buyer or the BP Asset Selling Entity thereunder so that Intcomex or its designated applicable Designated Buyer Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall usemay from time to time direct. MDS shall, and BPI shall cause the BP Asset Selling Entity to useeach other Seller to, its use commercially reasonable efforts to provide Intcomex obtain all consents required for the assignment to Buyer or its designated the applicable Designated Buyer Affiliate of the benefits thereunder from Contracts, the Equipment Leases, the Warranty Rights and after Transferable Licences included in the Closing DatePurchased Assets of such Seller. The BP Asset Selling Entity No Seller shall, and BPI shall cause the BP Asset Selling Entity tohowever, pay promptly be obliged to Intcomex commence arbitration or its designated Affiliate when received all monies receivedany other legal proceeding or make any payments to third parties other than any administrative, if any, processing or similar fee or any other amounts contemplated by the BP Asset Selling Entity after particular Contract, Equipment Lease, Warranty Rights or Transferable Licence to be payable in connection with the Closing Date with respect assignment thereof to the period after the Closing Date under Buyer pursuant hereto. Buyer and each Designated Buyer Affiliate shall co-operate with and assist each Seller in such Company Agreement or any claim or right or any benefit arising thereunder Seller’s efforts to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is obtain such consents. (xb) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in In respect of Non-Assignable Contracts shall be obtainedother than Leases, to the BP Asset Selling Entity shall, extent permitted by Applicable Law and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date provisions of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned Contract: (i) if any of the Non-Assignable Contracts are not assignable by the terms thereof or otherwise transferred consents to Intcomex or its designated Affiliatethe assignment thereof have not been obtained prior to the Closing Time, such Non-Assignable Contract Contracts shall cease be held by the applicable Seller (without any additional expense to the Seller whatsoever) in trust for Buyer or the applicable Designated Buyer Affiliate and the covenants and obligations thereunder shall be performed by Buyer or the applicable Designated Buyer Affiliate in the name of the applicable Seller and all benefits and obligations existing thereunder shall be for the account of Buyer or the applicable Designated Buyer Affiliate (without any additional expense to Sellers whatsoever); and (ii) MDS shall take, and shall cause the applicable Seller (if other than MDS) to take or cause to be a Non-Assignable Contract taken such reasonable action in the Seller’s name or otherwise as Buyer or the applicable Designated Buyer Affiliate may reasonably require so as to provide Buyer or the applicable Designated Buyer Affiliate with the benefits thereof and become a Purchased Asset.each Seller shall promptly pay over or deliver to Buyer or the applicable Designated Buyer Affiliate all money or other consideration, if any, received by such Seller in respect of all such Non-

Non-Assignable Contracts. Notwithstanding anything in this Agreement to In the contrarycase of any Real Property mortgages, this Agreement will leases, Contracts or Equipment Leases which by their terms or by virtue of their subject matter are not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, assignable without the consent of a third Personparty (collectively, the "Non-Assignable Contracts," all of which are listed on Schedule 2.2), Seller will use its best efforts to obtain, prior to the Closing Time, any written consents necessary to convey to Buyer the benefit thereof. Buyer shall cooperate with Seller, in such manner as may be reasonably requested and at Seller's expense, in connection therewith, provided that Buyer shall not be obligated to agree to pay any consideration or increase the consideration payable under any such Non-Assignable Contract or to make any other agreement that would constitute a breach or other contravention thereof or affect adversely in any other way adversely affect the rights of Intcomex thereundereconomics for Buyer under such Non-Assignable Contract, or would make the obligations intended to be assumed by Buyer thereunder more burdensome. Subject Seller shall inform Buyer from time to time prior to the provisions Closing Time of Section 2.5(c) belowSeller's receipt from any such third party of confirmation of such third party's refusal to grant its consent to any such assignment. Nothing in this Agreement shall be construed as an attempt or an agreement to assign or cause the assignment of any Non-Assignable Contract included in the Purchased Assets which is in law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given. Notwithstanding the foregoing, in the event that any third party to a Non-Assignable Contract has not consented to an attempted assignment of a Company Agreement would be ineffective thereof to Buyer for any reason, then Buyer shall have no liability or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex obligation to Seller, such third party or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date any other party with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shallContract, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as if any Non-Assignable Contract is properly not assigned or otherwise transferred to Intcomex or Buyer for any reason and Buyer considers in its designated Affiliate, sole judgment that such Non-Assignable Contract shall cease is material to the business to be a conducted by Buyer after the Closing Date then, at Buyer's option, Buyer shall have no obligation to consummate its purchase hereunder. In the event that Buyer consummates its purchase hereunder and any Non-Assignable Contract has not been assigned to Buyer for any reason then either (i) Buyer and become a Purchased AssetSeller shall negotiate in good faith to adjust the Purchase Price (as defined herein) based on such event and/or (ii) Buyer and Seller shall cooperate in good faith with the other party in any reasonable arrangement necessary or desirable to provide Buyer the benefits of such Non-Assignable Contract.

Non-Assignable Contracts. Notwithstanding anything in (a) Neither this Agreement to the contrary, this Agreement will not nor any Closing Document shall constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, assignment or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective any Non-Assignable Contract. MDS agrees to assign and to cause Metro LP and Metro GP to assign any Non-Assignable Contracts to Buyer or would adversely affect the rights of applicable Designated Buyer Affiliate when such assignment is permitted and as Buyer or the BP Asset Selling Entity thereunder so that Intcomex or its designated applicable Designated Buyer Affiliate would not in fact receive all such rights, the BP Asset Selling Entity may from time to time direct. MDS shall use, and BPI shall cause the BP Asset Selling Entity Metro GP to use and, prior to Closing, shall cause Metro LP to use, its commercially reasonable efforts to provide Intcomex obtain all consents required for the assignment to Buyer or its designated the applicable Designated Buyer Affiliate of the benefits thereunder from Contracts, the Equipment Leases, the Warranty Rights and after Transferable Licences included in the Closing DatePurchased Assets. The BP Asset Selling Entity Neither MDS nor any Operator shall, and BPI shall cause the BP Asset Selling Entity tohowever, pay promptly be obliged to Intcomex commence arbitration or its designated Affiliate when received all monies receivedany other legal proceeding or make any payments to third parties other than any administrative, if any, processing or similar fee or any other amounts contemplated by the BP Asset Selling Entity after particular Contract, Equipment Lease, Warranty Rights or Transferable Licence to be payable in connection with the Closing Date with respect assignment thereof to the period after the Closing Date under Buyer pursuant hereto. Buyer and each Designated Buyer Affiliate shall co-operate with and assist MDS and each Operator in their efforts to obtain such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is consents. (xb) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in In respect of Non-Assignable Contracts other than Leases, to the extent permitted by Applicable Law and the provisions of such Non-Assignable Contract: (i) if any of the Non-Assignable Contracts are not assignable by the terms thereof or consents to the assignment thereof have not been obtained prior to the BC Closing Time, such Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign held by MDS or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate Metro GP (without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from expense to MDS or Metro GP whatsoever) in trust for Buyer or the applicable Designated Buyer Affiliate and after the date of such assignment or transfer the liabilities covenants and obligations thereunder shall be performed by Buyer or the applicable Designated Buyer Affiliate in the name of MDS or Metro GP and all benefits and obligations existing thereunder shall be for the account of Buyer or the applicable Designated Buyer Affiliate (without any additional expense to MDS whatsoever); and (ii) MDS and Metro GP shall take or cause to be taken such reasonable action in its name or otherwise as Buyer or the applicable Designated Buyer Affiliate may reasonably require so as to provide Buyer or the applicable, Designated Buyer Affiliate with the benefits thereof and MDS shall and shall cause Metro GP to promptly pay over or deliver to Buyer or the applicable Designated Buyer Affiliate all money or other consideration, if any, received by MDS or Metro GP in respect of all such Non-Assignable Contracts. Upon the BC Closing, MDS shall and shall cause Metro GP to authorize Buyer or the applicable Designated Buyer Affiliate, to the extent permitted by Applicable Law and the terms of such Non-Assignable Contracts, at the expense of Buyer or the applicable Designated Buyer Affiliate, to perform all of MDS’ or Metro GP’s obligations arising exclusively from, under such applicable Non-Assignable Contracts after the BC Closing Time. MDS shall continue to use and accruing exclusively with respect to, cause Metro GP to continue to use commercially reasonable efforts to obtain and deliver all remaining consents required for the period after such assignment to Buyer or transfer and assumption (other than obligations or liabilities thereunder arising as a result the applicable Designated Buyer Affiliate of the breach thereof at or prior to such assignment or transfer and assumption)remaining Non-Assignable Contracts after the BC Closing Time. At such time as any If a Non-Assignable Contract is properly not validly assigned to Buyer or otherwise transferred to Intcomex or its designated Affiliatethe applicable Designated Buyer Affiliate within twelve (12) months after the BC Closing Date, such Non-Assignable Contract shall cease be deemed to be a an Excluded Asset and all obligations of MDS and Metro GP to Buyer or the applicable Designated Buyer Affiliate and all obligations hereunder of Buyer and the applicable Designated Buyer Affiliate to MDS or Metro GP, in either case, with respect to such Non-Assignable Contract shall terminate. (c) In respect of those Non-Assignable Contracts which are Leases included in the Purchased Assets (the “Non-Assigned Leases”) in the name of MDS or Metro GP and become any Leases transferred to Metro GP in accordance with Subsection 2.3(e), the following provisions shall apply: (i) if the landlord’s consent to the assignment of the Non-Assigned Lease has not been obtained prior to the BC Closing Time, the applicable Lease shall remain in the name of Metro GP and such party shall continue to pay the rents and otherwise observe and perform the covenants and obligations of the tenant under the provisions of the applicable Non-Assigned Lease (including without limitation, maintenance and repair obligations and insurance requirements); (ii) on the BC Closing, to the extent permitted by Applicable Law and the provisions of such Non-Assigned Lease, Metro GP and the Buyer or the applicable Designated Buyer Affiliate shall enter into a sublease, licence or other occupancy agreement relating to such premises on terms and conditions mutually acceptable to the Parties, acting reasonably, pending the delivery of the landlord’s consent to the assignment of the applicable Non-Assigned Lease, and MDS shall cause Metro GP to take or cause to be taken such reasonable action in its name or otherwise as Buyer or the applicable Designated Buyer Affiliate shall reasonably require so as to provide Buyer or the applicable Designated Buyer Affiliate with, and/or not deprive Buyer or the applicable Designated Buyer Affiliate of, the benefit of quiet and uninterrupted use and possession of the applicable premises for its conduct of the Diagnostics Business; (iii) on the BC Closing, to the extent permitted by Applicable Law and the provisions of such Non-Assigned Lease, the Buyer or the applicable Designated Buyer Affiliate shall access and occupy the applicable premises under such sublease, licence or other form of occupancy agreement, shall comply with the obligations of the occupant of the applicable premises under the provisions of the applicable Non-Assigned Lease (including without limitation, repair of any damage to the premises caused by the Buyer or the applicable Designated Buyer Affiliate, and insurance for its own operations) and shall, provided access and occupancy is obtained and during the period that the Buyer or the applicable Designated Buyer Affiliate enjoys and/or is not deprived of the benefit of quiet and uninterrupted use and possession of the applicable Leased Premises (other than as a result of force majeure or a default by the Buyer or Designated Buyer Affiliate under the applicable sublease, licence or other form of occupancy agreement or the applicable landlord under the Non-Assigned Lease) for the conduct of the Diagnostics Business from such premises, promptly reimburse Metro GP for or, at the written direction of Metro GP, pay directly to the landlord the rents (including any applicable Taxes) and all other amounts payable by the tenant under the Non-Assigned Lease, including utility costs, realty Taxes and common area charges, in respect of the applicable premises accruing from and after the BC Closing Time, but for greater certainty shall not be responsible for the payment of any amount due by the tenant prior to the BC Closing Time, or in respect of obtaining the consent, or the consequences of the failure to obtain the consent, of the landlord to the assignment of the Non-Assigned Lease; (iv) MDS shall and shall cause Metro GP to continue to use commercially reasonable efforts to obtain and deliver the applicable landlord’s consent to the assignment to the Buyer or the applicable Designated Buyer Affiliate of the applicable Non-Assigned Lease, and in the event that such consent is not obtained and delivered within eighteen (18) months after the BC Closing Date, then, at the option of the Buyer or the applicable Designated Buyer Affiliate, the foregoing interim occupancy arrangement shall come to an end on the last day of the eighteenth (18th) month following the BC Closing Date, the Buyer or the applicable Designated Buyer Affiliate shall remove all of the Purchased Assets from the applicable premises, the applicable Non-Assigned Lease shall be deemed to be an Excluded Asset, and all obligations of the Buyer or the applicable Designated Buyer Affiliate with respect to such Non-Assigned Lease shall terminate; and (v) Buyer shall have reasonable access to all MDS personnel, information and data as may be reasonably required or requested by Buyer in connection with the obligations of MDS to obtain and deliver the applicable landlord’s consent to the assignment of the applicable Non-Assigned Lease to the Buyer or the applicable Designated Buyer Affiliate. From and after this date, MDS shall keep Buyer apprised of its activities concerning its obtaining and delivering such applicable landlord consents, including, without limitation providing the Buyer with monthly reports identifying which additional consents have been obtained, whether there were any changes in the status of discussions with the landlords, and identifying the parties contacted and the statements made in connection with all outstanding consents. MDS shall consult with and provide Buyer with all reasonable opportunities to assist MDS in such activities and agrees to consider, in good faith, all Buyer input and requests provided in the course of the aforementioned activities of MDS in respect of such applicable landlord consents and not to unreasonably refuse to take into account any reasonable Buyer requests or input received. (d) In respect of those Non-Assigned Leases in the name of any Operator other than Metro GP which are included in the Purchased Assets or to be transferred by an Operator as contemplated in Schedule 2.5, the following provisions shall apply: (i) if the landlord’s consent to the assignment of the Non-Assigned Lease has not been obtained prior to the BC Closing Time, the applicable Lease shall remain in the name of the applicable Operator to the extent permitted by its terms or shall be assigned and transferred by the applicable Operator, and such party shall continue to pay the rents and otherwise observe and perform the covenants and obligations of the tenant under the provisions of the applicable Non-Assigned Lease (including without limitation, maintenance and repair obligations and insurance requirements); (ii) on the BC Closing, to the extent permitted by Applicable Law and the terms of such Non-Assigned Lease, the Buyer or the applicable Designated Buyer Affiliate shall cause the applicable Operator to enter into a sublease, licence or other occupancy agreement with the Buyer or the applicable Designated Buyer Affiliate relating to such premises in a form mutually acceptable to the Parties, pending the delivery of the landlord’s consent to the assignment of the applicable Non-Assigned Lease, and the applicable Operator shall take or cause to be taken such reasonable action in its name or otherwise as the Parties shall mutually agree so as to provide Buyer or the applicable Designated Buyer Affiliate with, and/or not deprive Buyer or the applicable Designated Buyer Affiliate of, the benefit of quiet and uninterrupted use and possession of the applicable premises for its conduct of the Diagnostics Business; (iii) on the BC Closing, to the extent permitted by Applicable Law and the terms of such Non-Assigned Lease, the Buyer or the applicable Designated Buyer Affiliate shall access and occupy the applicable premises under the sublease, licence or other form of occupancy agreement, shall comply with the obligations of the occupant of the applicable premises under the provisions of the applicable Non-Assigned Lease (including without limitation, repair of any damage to the premises caused by the Buyer or the applicable Designated Buyer Affiliate, and insurance for its own operations); and (iv) MDS and Buyer shall continue to use commercially reasonable efforts to obtain and deliver the applicable landlord’s consent to the assignment by the applicable Operator to the Buyer or the Designated Buyer Affiliate of the applicable Non-Assigned Lease and, from and after the BC Closing Time, Buyer shall keep MDS apprised of its activities concerning its obtaining and delivering such applicable landlord consents, including, without limitation providing MDS with monthly reports identifying which additional consents have been obtained, whether there were any changes in the status of discussions with the landlords, and identifying the parties contacted and the statements made in connection with all outstanding consents. Buyer shall consult with and provide MDS with all reasonable opportunities to assist Buyer in such activities and agrees to consider, in good faith, all MDS input and requests provided in the course of the aforementioned activities of Buyer in respect of such applicable landlord consents and not to unreasonably refuse to take into account any reasonable MDS requests or input received. (e) In respect of each Non-Assigned Lease in the name of any Operator other than Metro GP for which the landlord’s consent is required to the change of control of the applicable Operator contemplated herein in respect of such Non-Assigned Lease, if the landlord’s consent has not been obtained prior to the BC Closing Time, to the extent permitted by Applicable Law and the provisions of the applicable Non-Assigned Lease, upon the mutual agreement of the Parties the Non-Assigned Lease shall be assigned and transferred by the applicable Operator to Metro GP prior to the BC Closing and the provisions of Subsection 2.3(c) shall apply.

Non-Assignable Contracts. Notwithstanding anything in Neither this Agreement nor any document delivered under this Agreement shall constitute an assignment or attempted assignment of any Contract, Equipment Lease, Lease or Licence contemplated to be assigned to the contrary, Buyer under this Agreement will Agreement: (a) that is not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, assignable without the consent of a third Person, party if such consent has not been obtained and such assignment or attempted assignment would constitute a breach of such contract or other contravention thereof or agreement; or (b) in any way adversely affect respect of which the rights remedies for the enforcement of Intcomex thereunder. Subject which that are available to the provisions Seller would not pass to the Buyer. The Seller agrees to use its best efforts to obtain the consents of third parties as may be necessary for the assignment of the Contracts, the Equipment Leases, the Leases and the Licences except that the Seller shall not be obliged to make any payments to those third parties in addition to those required to be made under those contracts or agreements in order to obtain such consents, unless the Buyer reimburses the Seller for such payments at the time that they are made. To the extent that any of the foregoing items are not assignable by their terms or where consents to their assignment cannot be obtained as provided in this Section 2.5(c) below2.3, such items shall be held by the Seller in trust for the Buyer and the covenants and obligations under those contracts or agreements shall be performed by the Buyer in the event that an attempted name of the Seller and all benefits and obligations existing therein shall be for the account of the Buyer. The Seller shall take or cause to be taken such action in its name or otherwise as the Buyer may reasonably require so as to provide the Buyer with the benefits of those contracts or agreements and to effect collection of money to become due and payable under such items and the Seller shall promptly pay over to the Buyer all money received by the Seller in respect of all of the foregoing items. Upon the Closing, the Seller and the Buyer shall execute and deliver a general assignment of a Company Agreement would be ineffective or would adversely affect contracts, leases and licences agreement (the rights “General Assignment”) in the form attached as Schedule J, under which the Seller shall authorize the Buyer, at the Buyer’s expense, to perform all of the BP Asset Selling Entity thereunder so that Intcomex or Seller’s obligations under the foregoing items and constitute the Buyer its designated Affiliate would not attorney to act in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause name of the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date Seller with respect to those items, and the period after Buyer shall agree to assume those obligations. Nothing in this Section 2.3 shall limit the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions effect of Section 2.5(c7.1(f) below, if and when any such regarding consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetassignments.

Non-Assignable Contracts. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement will shall not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) Purchased Contract if an attempted assignment thereof, in whole or in part or, in the case of Shared Contracts, in whole or in any relevant part, without the consent of a third Personparty thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunderBuyer, a Buying Affiliate, Seller or a Selling Affiliate thereunder (any such Purchased Contract, a “Non-Assignable Contract” and any such Non-Assignable Contract that is also a Shared Contract, a “Non-Assignable Shared Contract”). Subject Seller shall, and shall cause a Selling Affiliate, if applicable, to use its commercially reasonable efforts to obtain the provisions consent of Section 2.5(c) belowthe other parties to any such Non-Assignable Contract for the assignment thereof to Buyer or a Buying Affiliate as Buyer may request. Unless and until such consent is obtained, in the event that or if an attempted assignment of a Company Agreement thereof would be ineffective or would adversely affect the rights of the BP Asset Selling Entity Parties thereunder so that Intcomex Buyer or its designated a Buying Affiliate would not in fact receive all rights under such rightsNon-Assignable Contract, Seller shall, and shall cause a Selling Affiliate if applicable to, cooperate with Buyer or a Buying Affiliate in a subcontracting arrangement under which (i) Buyer or a Buying Affiliate would obtain the BP Asset benefits and rights under the Non-Assignable Contracts and be responsible and liable for the obligations (including payment obligations) and other Liabilities to the extent constituting Assumed Liabilities thereunder in accordance with this Agreement and (ii) Seller or a Selling Entity Affiliate, as applicable, would, at Buyer’s direction and expense, enforce for the benefit of Buyer or a Buying Affiliate, any and all rights of Seller or a Selling Affiliate, as applicable, thereunder against a third party thereto. Further details regarding the subcontracting arrangement are set forth on Exhibit C hereto. Seller shall, and shall cause a Selling Affiliate to, promptly pay to Buyer all monies received by Seller or a Selling Affiliate, as applicable, under any Non-Assignable Contract, excluding any sales, use, value added, goods and BPI services or Transfer Taxes or similar Taxes collected with respect thereto (which, unless contested in good faith, will be remitted promptly and timely to the applicable government authority by Seller, and if any such contest is successful thereafter paid to the customer), and any Excluded Assets, and Buyer shall pay, defend, discharge and perform all Liabilities to the extent constituting Assumed Liabilities under such Non-Assignable Contracts as required under Section 2.2(a). Following the Closing, Seller shall, and shall cause the BP Asset Selling Entity to useAffiliates to, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity Buyer shall, and BPI shall cause the BP Asset Selling Entity Buying Affiliates to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date take such further actions with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetare described on Exhibit C hereto.

Non-Assignable Contracts. Notwithstanding anything in In the event and to the extent that ------------------------ TSC is unable to obtain any consent, approval or amendment to any Contract, lease, license or other rights relating to the eLoyalty Business that would otherwise be transferred or assigned to eLoyalty as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) TSC shall continue to be bound thereby and the contrarypurported transfer or assignment to eLoyalty shall automatically be deemed deferred until such time as all legal impediments are removed and/or all necessary consents have been obtained, this Agreement will and (ii) unless not constitute an agreement permitted by the BP Asset Selling Entity to assign any terms thereof or by law, eLoyalty shall pay, perform and discharge fully all of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent obligations of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits TSC thereunder from and after the Closing Distribution Date, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC for all indemnifiable Losses arising out of such performance by eLoyalty. The BP Asset Selling Entity TSC shall, and BPI shall cause the BP Asset Selling Entity towithout further consideration therefor, pay and remit to eLoyalty promptly all monies, rights and other considerations received in respect of such performance. TSC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to Intcomex or its designated Affiliate when received all monies received, if any, in this Section 7.3 only ----------- as reasonably directed by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement eLoyalty and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date)at eLoyalty's expense. Subject to the provisions of Section 2.5(c) below, if If and when any such consents in respect of Non-Assignable Contracts consent shall be obtainedobtained or such Contract, lease, license or other right shall otherwise become assignable or be able to be novated, TSC shall promptly assign and novate (to the BP Asset Selling Entity shallextent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further consideration, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate eLoyalty shall, without the payment of any additional further consideration therefor, assume from such rights and after obligations. To the date extent that the assignment of such any Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 7.3 is ----------- prohibited by law, the assignment or transfer provisions of this Section 7.3 shall operate ----------- to create a subcontract with eLoyalty to perform each relevant unassignable TSC Contract at a subcontract price equal to the liabilities monies, rights and obligations thereunder arising exclusively from, and accruing exclusively other considerations received by TSC with respect to, to the period after performance by eLoyalty under such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetsubcontract.

Non-Assignable Contracts. Notwithstanding anything in Within thirty (30) days after the date this Agreement is made and entered into, Seller shall identify to Buyer all material contracts, and whether such contracts are assignable. At Buyer's sole option, subject to Section 1.1(c), if any of Purchased Assets include any Non-Assignable Contracts, as hereinafter defined, the contrary, this Agreement Closing will not constitute an agreement by the BP Asset Selling Entity to assign any assignment or an attempted assignment of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “such Non-Assignable Contracts”) if an attempted assignment thereof. Instead, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Seller will assign Non-Assignable Contracts shall be obtained, to the BP Asset Selling Entity shall, Buyer if and BPI shall cause when such assignment is permitted. To the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without extent permitted by applicable law and the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date terms of such assignment or transfer contracts, Non-Assignable Contracts will be held by Seller, in trust for Buyer and the liabilities covenants and obligations thereunder arising exclusively from, will be performed by Buyer in the name of Seller and accruing exclusively all benefits and obligations existing thereunder will be for the account of Buyer. Seller will take or cause to be taken such action in its name to provide Buyer with the benefits thereof and to effect the collection of money due and payable under each Non-Assignable Contract as if such Non-Assignable Contract had been assigned as of the Closing Date and Seller will promptly pay over to Buyer all money received by it with respect toto all Non-Assignable Contracts. As and from the Closing Date, Seller authorizes Buyer, to the period after such assignment or transfer extent permitted by applicable law and assumption (other than obligations or liabilities thereunder arising as a result the terms of the breach thereof Non-Assignable Contracts, at Buyer's expense, to perform all of Seller's obligations under each Non-Assignable Contract. As and from the Closing Date, Seller shall provide such reasonable assistance as may be required and requested, to amend or prior seek to such assignment or transfer and assumption). At such time as amend, any Non-Assignable Contract is properly assigned or otherwise transferred (except to Intcomex or its designated Affiliate, the extent such action would materially increase Seller's liabilities under such Non-Assignable Contract shall cease Contract). If Seller or Buyer is unable to be a obtain assignment of any Non-Assignable Contract or if Buyer is unable to obtain the full benefit thereof, Buyer may endeavor to enter into a new contract, lease, equipment lease, or license and/or to obtain the benefit of new contractual rights, warranty rights and become a Purchased Assettransferable licenses, or permits, as the case may be satisfactory to Buyer in substitution for each Non-Assignable Contract.

Non-Assignable Contracts. Notwithstanding anything in In the event and to the extent that Xxxxxx and its Subsidiaries are unable to obtain any consent, approval or amendment to any Contract, lease, license, or other rights relating to the Allegiance Business that would otherwise be transferred to Allegiance or one of its Subsidiaries as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) Xxxxxx and its Subsidiaries shall continue to the contrarybe bound thereby, this Agreement will and (ii) unless not constitute an agreement permitted by the BP Asset Selling Entity to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention terms thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) belowby law, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex Allegiance or its designated Affiliate would not in fact receive Subsidiaries shall pay, perform and discharge fully all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex obligations of Xxxxxx or its designated Affiliate the benefits Subsidiaries thereunder from and after the Closing Spin-Off Date, or such earlier date as such transfer would otherwise have taken place, and indemnify Xxxxxx and its Subsidiaries for all Indemnifiable Losses arising out of such performance by Allegiance or its Subsidiaries. The BP Asset Selling Entity Xxxxxx and its Subsidiaries shall, and BPI shall cause the BP Asset Selling Entity towithout further consideration therefor, pay promptly and remit to Intcomex Allegiance or its designated Affiliate when Subsidiaries promptly all monies, rights and other considerations received in respect of such performance. Xxxxxx and its Subsidiaries shall exercise or exploit its rights and options under all monies receivedsuch Contracts, if anyleases, licenses and other rights and commitments referred to in this SECTION 6.3 only as reasonably directed by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement Allegiance and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date)at Allegiance's expense. Subject to the provisions of Section 2.5(c) below, if If and when any such consents in respect of Non-Assignable Contracts consent shall be obtainedobtained or such Contract, lease, license or other right shall otherwise become assignable or able to be novated, Xxxxxx or its Subsidiaries shall promptly assign and novate (to the BP Asset Selling Entity shallextent permissible) all its rights and obligations thereunder to Allegiance or its Subsidiaries without payment of further consideration, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex Allegiance or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate Subsidiaries shall, without the payment of any additional further consideration therefor, assume from such rights and after obligations. To the date extent that the assignment of such any Contract, lease, license or other right (or the proceeds thereof) pursuant to this SECTION 6.3 is prohibited by law, the assignment provisions of this SECTION 6.3 shall operate to create a subcontract with Allegiance or transfer its Subsidiaries to perform each relevant unassignable Xxxxxx Contract at a subcontract price equal to the liabilities monies, rights and obligations thereunder arising exclusively from, and accruing exclusively other considerations received by Xxxxxx or its Subsidiaries with respect to, to the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex performance by Allegiance or its designated Affiliate, Subsidiaries under such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetsubcontract.

Non-Assignable Contracts. Notwithstanding anything in To the extent that the assignment by any EPD Group Member to any Buyer Group Member of its rights under any Purchased Asset pursuant to this Agreement to is not permitted without the contraryConsent of another party and such Consent shall not have been obtained, this Agreement will shall not be deemed to constitute an agreement by the BP Asset Selling Entity undertaking to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) such Purchased Asset without such Consent if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex any EPD Group Member thereunder. Subject Other than with respect to any obligations expressly undertaken to be performed by Parent pursuant to this Section 2.09, Buyer agrees that neither Parent nor any Affiliated Seller shall have any liability whatsoever to Buyer arising out of or relating to the provisions failure to obtain any such Consent, and no representation, warranty or covenant of Section 2.5(cParent herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of such failure or any Proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Consent. Parent shall use reasonable best efforts to secure such Consent (not including the payment of any consideration) belowprior to the Closing and Buyer shall provide or cause to be provided all commercially reasonable assistance to Parent (not including the payment of any consideration) reasonably requested by Parent to secure such Consent. If any such Consent is not obtained prior to the Closing, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights subject to satisfaction of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not conditions to Closing set forth in fact receive all such rightsArticle 9, the BP Asset Selling Entity Closing shall usenonetheless take place on the terms set forth herein and, and BPI thereafter, Buyer shall cause the BP Asset Selling Entity to use, its use commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and secure such Consent as promptly as practicable after the Closing Dateand Parent shall provide or cause to be provided all commercially reasonable assistance to Buyer (not including the payment of any consideration) reasonably requested by Buyer to secure such Consent, and cooperate with Buyer in any lawful and commercially reasonable arrangement reasonably proposed by Buyer under which Buyer would obtain the benefits of and assume the obligations related to any such Purchased Asset to which such Consent relates including (i) to the extent not prohibited by law or contract, continuing to hold, and to the extent required by the terms applicable to such Purchased Asset, operate such Purchased Asset, in the case of real or personal property and be bound thereby in the case of Agreements, and (ii) enforcing at Buyer’s request, or allowing Buyer and its Affiliates to enforce in a commercially reasonable manner, any rights of Parent and its Affiliates under such Purchased Asset against the issuer thereof or the other party or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of Buyer); provided, however, that the reasonable costs and expenses (including reasonable professional fees and expenses) incurred by Parent or its Affiliates at Buyer’s request, and incurred by Buyer or its Affiliates, in each case, with respect to any of the actions contemplated under (ii) above, shall be borne equally by Buyer and Parent, except to the extent such costs and expenses would have been Buyer’s obligation had such Purchased Asset been properly transferred to the Buyer Group at Closing, in which case such costs and expenses shall be borne solely by Buyer. The BP Asset Selling Entity Parent shall, and BPI shall cause the BP Asset Selling Entity its Affiliates to, without further consideration therefor, and without right of set-off (other than against obligations of Buyer and its Affiliates under this Section 2.09), pay and remit to Buyer promptly all monies, rights and other considerations received in respect of such performance. To the extent that Buyer or any of its Affiliates (including the Acquired Entities) are provided the benefits of any Purchased Asset pursuant to Intcomex this Section 2.09, Buyer or such Affiliate shall pay, perform and discharge fully, promptly when due, for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of Parent or its designated Affiliate when received all monies receivedrelevant Affiliate, as the case may be, thereunder or in connection therewith or, if any, by the BP Asset Selling Entity after the Closing Date with respect more advantageous to the period after the Closing Date under parties, to take actions to enable Parent or its Affiliates to pay, perform and discharge fully such Company Agreement or any claim or right or any benefit arising thereunder obligations, but only to the extent that Intcomex (i) such action by Buyer would not result in any default thereunder or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement connection therewith and (yii) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity performance pertains to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect is related to, the period after such assignment providing (past, present or transfer and assumption future) of benefits to Buyer or its Affiliates (other than obligations or liabilities thereunder arising as a result of including the breach thereof at or prior to such assignment or transfer and assumptionAcquired Entities). At such time as Nothing in this Section 2.09 shall be deemed to constitute an agreement to exclude from the Purchased Assets any Non-Assignable Contract is properly assigned Agreement or otherwise transferred any other right, title or interest in or to Intcomex any asset or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetproperty.

Non-Assignable Contracts. Notwithstanding anything in this Agreement (a) To the extent that any Assigned Contract or any Seller Consent is not capable of being assigned under Section 365 of the U.S. Bankruptcy Code (or, if inapplicable, pursuant to other applicable Laws or the terms of such Contract or Consent) to the contraryPurchaser or a Designated Purchaser at the Closing, this Agreement will not constitute an agreement by (i) without the BP Asset Selling Entity to assign any Consent of the Company Agreements, issuer thereof or the other party thereto or any claim Third Party (including a Government Entity), and such Consent cannot be obtained pursuant to Section 2.1.7 or right (ii) whether or not Consent is required, without Sellers’ and their Affiliates’ compromising any right, asset or benefit arising thereunder (including, with respect to licenses of Intellectual Property, relinquishment of rights in the Retained Field of Use, as defined in the Intellectual Property License Agreement) or resulting therefrom expending any amount or incurring any Liability or providing any other consideration other than as provided in Section 2.1.7 (collectively, the “Non-Assignable Contracts”) if ), this Agreement will not constitute an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect assignment, unless and until any such Consent is obtained; provided, however, that the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially Sellers will use their reasonable efforts to (i) cooperate with the Purchaser in connection with any commercially reasonable arrangement to provide Intcomex the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts that are not licenses of Intellectual Property or its designated Affiliate Real Estate Leases as the benefits thereunder from and after applicable Seller had immediately prior to the Closing Date. The BP Asset Selling Entity shallClosing, including entering into one or more mutually agreed commercially reasonable subcontract agreements, and BPI shall cause (ii) facilitate Purchaser’s negotiation with the BP Asset Selling Entity toother party to each Non-Assignable Contract that is a license of Intellectual Property to provide the Purchaser the same interest, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date benefits and rights under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying Non-Assignable Contracts as the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period applicable Seller had immediately prior to the Closing Date(including paying Cure Costs in order to obtain such Consent). Subject to Provided, and only for so long as, the provisions arrangements described in clause (i) of Section 2.5(c) belowthe immediately preceding sentence are made such that Purchaser has obtained the same interest, if benefits and when rights under any such consents in respect of Non-Assignable Contracts, then, as between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non-Assignable Contracts shall be obtaineddeemed to be assigned and the Purchaser (or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, the BP Asset Selling Entity shallnothing in this Section 5.14 shall require any Seller to renew, and BPI shall cause the BP Asset Selling Entity to, promptly assign modify or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as amend any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such once it has expired. Any Non-Assignable Contract assigned pursuant to the terms of this Section 5.14 shall, when assigned, constitute an Assigned Contract hereunder for all purposes, except under Section 8.3(d), from and after such date. (b) For the purposes of this Agreement (including Section 5.14(a) and Section 8.3(d)) and all representations and warranties of the Sellers contained herein), the relevant Sellers shall cease be deemed to be have obtained all required Consents in respect of the assignment of any Assumed and Assigned Contract if, and to the extent that, pursuant to the U.S. Sale Order, the Sellers are authorized to assume and assign to the Purchaser or a Non-Assignable Designated Purchaser such Seller Contract pursuant to Section 365 of the U.S. Bankruptcy Code and become a Purchased Assetany applicable Cure Cost has been satisfied as provided in Section 2.1.7.

Non-Assignable Contracts. Notwithstanding anything Nothing in this Agreement shall be construed as an attempt by Seller to assign, sublease or sublicenseto Purchaser pursuant to this Agreement any contract, permit, franchise, claim or asset included in the Acquired Assets or with respect to the contraryLeased Premises that is, by its valid terms or by law, nonassignable (or not novatable or able to be sublicensed or subleased) without the consent of any other party or parties, unless such consent or novation shall have been obtained, or as to which all the remedies for the enforcement thereof available to Seller would not pass by operation of law to Purchaser as incidental to the assignments provided for and the transactions contemplated by this Agreement will not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the a “Non-Assignable ContractsContract”). To the extent that any such consent (each a “Third-Party Consent”) if an attempted assignment thereofin respect of (or a novation of) a Non-Assignable Contract shall not have been obtained on or before the Closing Date, without Purchaser shall proceed with the consent Closing, Seller and Purchaser shall continue to use their best good faith efforts to obtain any such Third-Party Consent or novation after the Closing Date and Purchaser shall be delegated the point person for the negotiation and obtaining of a third Personany and all such consents, would constitute a breach or other contravention thereof or in any way adversely affect until such time as they shall have been obtained, provided, however, that the rights of Intcomex thereunder. Subject parties agree to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder work cooperatively so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity consents can be obtained (and novations shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and be entered into) no later than three (3) months after the Closing Date. The BP Asset Selling Entity shallSeller and Purchaser shall cooperate in any arrangement reasonably satisfactory to Purchaser to provide that Purchaser shall obtain Seller’s interest in, including the claims, rights and benefits of, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing assume the corresponding obligations arising of, Seller under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract (including by means of any subcontracting, sublicensing or subleasing arrangement) or through performance by Seller as agent as Purchaser may reasonably request; provided that (a) Purchaser shall cease undertake to be a pay, perform or satisfy the corresponding liabilities or obligations under the terms of such Non-Assignable Contract to the extent that Purchaser would have been responsible therefor if such consent or approval had been obtained, and become a Purchased Asset(b) Seller shall promptly pay to Purchaser, when received, all moneys received by Seller under any such Non-Assignable Contract or any claim, right or benefit arising thereunder until such Third-Party Consent is obtained. To the extent Seller requests that Purchaser assist Seller in seeking to obtain any Third Party Consent after the Closing Date, then Seller shall pay and discharge, and shall indemnify and hold harmless Purchaser and its Affiliates from and against, any and all reasonable out of pocket costs of seeking to obtain or obtaining any such Third Party Consent (which shall include payment of any applicable consent, transfer and similar fees). Nothing contained in this Section or in any other provision of this Agreement shall be deemed to constitute an agreement to exclude from the Acquired Assets any contracts as to which such consent may be necessary.

Non-Assignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder of any Assumed Contract is not permitted or is not permitted without the Consent of any other party to such Assumed Contract, then unless waived by the Buyer in writing, neither this Agreement nor any other Transaction Document(s) shall be deemed to the contrary, this Agreement will not constitute an agreement by the BP Asset Selling Entity to assign assignment of any of the Company Agreements, such Assumed Contract if such Consent is not given or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted such assignment thereof, without the consent of a third Person, otherwise would constitute a breach of, or other contravention thereof or cause a loss of contractual benefits under, any such Assumed Contract, and the Buyer shall not assume any Liabilities under any such Assumed Contract; provided, however, that to the extent any such Consent that is not obtained is not a Required Consent, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Without in any way adversely affect limiting the rights Seller’s obligation to obtain all Consents necessary for the sale, transfer, assignment and delivery of Intcomex thereunder. Subject the Assumed Contracts to the provisions Buyer hereunder, if any such Consent is not obtained or if such assignment is not permitted irrespective of Section 2.5(cConsent and if the Closing shall occur (including, with respect to any Required Consents which are not obtained, as a result of the Buyer waiving in writing any Required Consent being received as a condition to Closing), the Seller shall use best efforts to (a) belowcontinue for a period of six (6) months after the Closing, to, at the Seller’s expense with respect to any Required Consents or at the Buyer’s expense with respect to any Consents that are not Required Consents, obtain any such Consents as promptly as possible following the Closing; (b) enter into any reasonable and lawful arrangements (including through subcontracting or sublicensing such Assumed Contract, in whole or in part) to provide the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex Buyer or its designated Affiliate would not with the economic and operational equivalent of the transfer of such Assumed Contract as of the Closing to the extent permitted by the terms of the applicable Contracts, including by paying over or transferring to the Buyer or its designated Affiliate any revenue that is generated or derived under any such Assumed Contract as a result of or in fact receive all connection with the Buyer’s and its Affiliates’ operation of the Transferred Business, and/or direct or indirect performance under such Assumed Contract, following the Closing; and (c) enforce or exercise, at the written request and expense of the Buyer, and for the account of the Buyer, any rights, benefits or interests of the BP Asset Selling Entity Seller arising under any such Contract (including the right to elect to terminate such Contract in accordance with the terms thereof upon the written request of the Buyer). Once such Consent is obtained, the Seller shall useassign, transfer, convey and BPI shall cause deliver to the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex Buyer or its designated Affiliate the benefits thereunder from and after the Closing Daterelevant Assumed Contract to which such Consent relates for no additional consideration. The BP Asset Selling Entity shallApplicable Transfer Taxes in connection with such sale, and BPI shall cause the BP Asset Selling Entity toassignment, pay promptly to Intcomex transfer, conveyance or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts license shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively paid in accordance with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased AssetSection 7.03.

Non-Assignable Contracts. Notwithstanding anything in In the event and to the extent that VIGC is unable to obtain any consent, approval or amendment to any Contract, lease, license or other rights relating to the VYGP Business that would therwise be transferred or assigned to VYGP as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) VIGC shall continue to be bound thereby and the contrarypurported transfer or assignment to VYGP shall automatically be deemed deferred until such time as all legal impediments are removed and/or all necessary consents have been obtained, this Agreement will and (ii) unless not constitute an agreement permitted by the BP Asset Selling Entity to assign any terms thereof or by law, VYGP shall pay, perform and discharge fully all of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent obligations of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits VIGC thereunder from and after the Closing Distribution Date, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify VIGC for all identifiable Losses arising out of such performance by VYGP. The BP Asset Selling Entity VIGC shall, and BPI shall cause the BP Asset Selling Entity towithout further consideration therefore, pay and remit to VYGP promptly all monies, rights, and other considerations received in respect of such performance. VIGC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to Intcomex or its designated Affiliate when received all monies received, if any, in this Section 7.3 only as reasonably directed by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement VYGP and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date)at VYGP's expense. Subject to the provisions of Section 2.5(c) below, if If and when any such consents in respect of Non-Assignable Contracts consent shall be obtainedobtained or such Contract, lease, license or other right shall otherwise become assignable or be able to be novated, VIGC shall promptly assign and novate (to the BP Asset Selling Entity shallextent permissible) all of its rights and obligations thereunder to VYGP without payment of further consideration, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate VYGP shall, without the payment of any additional further consideration therefortherefore, assume from such rights and after obligations. To the date extent that the assignment of such any Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 7.3 is prohibited by law, the assignment or transfer provisions of this Section 7.3 shall operate to create a subcontract with VYGP to perform each relevant unassignable VIGC Contract at a subcontract price equal to the liabilities monies, rights and obligations thereunder arising exclusively from, and accruing exclusively other considerations received by VIGC with respect to, to the period after performance by VYGP under such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetsubcontract.

Non-Assignable Contracts. Notwithstanding anything in this Agreement to the contrary, this Agreement will shall not constitute an agreement by the BP Asset Selling Entity agreement, requirement or obligation to transfer or assign any of Transferred Contract or Consortium Agreement to Buyer or Vault-IC if the Company Agreements, attempted transfer or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent or approval of a third Personparty thereto (including approvals by Government Authorities), would constitute a breach of any Contract or other contravention thereof obligation of Atmel or any of the Selling Subsidiaries, would constitute a violation of any Laws or Contracts, or would in any way adversely affect the rights (other than those rights to be transferred under the Transferred Contracts) of Intcomex Atmel or any of the Selling Subsidiaries thereunder. Subject Atmel and the Selling Subsidiaries shall use their respective commercially reasonable best efforts to the provisions of Section 2.5(c) belowobtain such consents or approvals. If such consent or approval is not obtained, in the event that or if an attempted transfer or assignment of a Company any Transferred Contract or Consortium Agreement would be ineffective ineffective, would constitute a breach or violation of any Law or Contract or would adversely affect the rights of Atmel or any of the BP Asset Selling Entity thereunder so that Intcomex Subsidiaries thereunder, Atmel will, or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall will cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity Subsidiaries to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex not prohibited by or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any Contract or violation of any Laws, (a) cooperate with Buyer in any commercially reasonable arrangement which does not materially adversely impact Atmel and the Selling Subsidiaries and which is designed to provide for Buyer the benefits under or in relation to any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating Transferred Contract or Consortium Agreement, including, to the period prior extent reasonably necessary and to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when extent that such arrangement does not violate any such consents in respect of Non-Assignable Contracts shall be obtainedLaw or Contract, the BP Asset Selling Entity shall, right to enjoy the benefits under those Transferred Contracts or Consortium Agreements and BPI shall cause enforcement for the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment benefit of additional consideration and Intcomex or its designated Affiliate shall, without the payment Buyer (at Buyer’s cost) of any additional consideration thereforand all rights of Atmel and/or the Selling Subsidiaries against a third party thereto, assume from (b) hold all monies paid to Atmel and/or the Selling Subsidiaries thereunder on and after the date Closing Date in trust for the account of such assignment or transfer the liabilities and obligations thereunder arising exclusively fromBuyer, and accruing exclusively with respect to, (c) remit such money to Buyer as promptly as possible after receipt. Any transfer or assignment to Buyer or Vault-IC by Atmel and/or the period after such assignment Selling Subsidiaries of any Transferred Contract or transfer and assumption Consortium Agreement which shall require the consent or approval of any third party (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior including approvals by Governmental Authorities) shall be made subject to such consent or approval being obtained; provided, that such transfer or assignment shall not require Buyer to make any additional payments to Atmel for such transfer, it being understood that Buyer shall be responsible for the costs and expenses of registration, perfection or transfer other costs and assumption). At such time as any Non-Assignable Contract is properly assigned expenses related to owning or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract exercising the rights and become a Purchased Assetbenefits acquired herein.

Non-Assignable Contracts. (a) Notwithstanding anything to the contrary in this Agreement to the contraryTermination Agreement, this Agreement will not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject and subject to the provisions of this Section 2.5(c) below6, in to the event extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Parent or its designee of any Material Contract would require the consent, authorization, approval or waiver of a person or entity who is not a Party to this Termination Agreement or an Affiliate of a Party to this Termination Agreement, and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Termination Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted assignment of sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that the Closing shall occur notwithstanding the foregoing without any adjustment to the Asset Purchase Price (as hereinafter defined) on account thereof. During the period beginning on the Closing Date and ending on the date that is thirty (30) days following the Closing (the “Assignment Period”), the Parties shall use commercially reasonable efforts, and cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to assign such Post-Closing Material Contracts as soon as possible following Closing; provided, however, that neither BDSI nor Endo shall be required to pay any consideration for any such required consent, authorization, approval, waiver, or release referenced above. If such consent, authorization, approval, waiver, release, substitution or amendment is obtained for a Company Agreement would be ineffective or would adversely affect particular Post-Closing Material Contract prior to the rights expiration of the BP Asset Selling Entity thereunder so that Intcomex Assignment Period, Endo shall sell, assign, transfer, convey and deliver to Parent or its designated Affiliate would designee the relevant contract to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. (b) If any Post-Closing Material Contract cannot in fact receive all such rightsbe transferred to BDSI following the Closing pursuant to Section 6(a), the BP Asset Selling Entity Parties shall use, and BPI shall cause the BP Asset Selling Entity to use, its use commercially reasonable efforts to promptly enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide Intcomex or its designated Affiliate to BDSI the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shalleconomic and, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex permitted under applicable law, operational equivalent of the transfer of such contract to Parent or its designated Affiliate would be entitled thereto pursuant hereto so long designee as Intcomex of the Closing. BDSI shall, as agent or its designated Affiliate is (x) not in breach of any such Company Agreement subcontractor for Endo pay, perform and (y) satisfying discharge fully the corresponding liabilities and performing obligations of Endo arising thereunder, except to the corresponding obligations arising under such Company Agreement (excluding extent such liabilities and obligations relating were a direct result of (i) the gross negligence, intentional misconduct, failure to comply with applicable law, rule, or regulation, or material breach of such Post-Closing Material Contract on the part of Endo or any Affiliate thereof or (ii) any acts or omissions of Endo or any Affiliate thereof that are in bad faith or otherwise materially inconsistent with any reasonable written direction of BDSI with respect to such Post-Closing Material Contract. To the extent permitted under applicable law, during such period, Endo shall, at BDSI’s expense, hold in trust for and pay to BDSI promptly upon receipt thereof, any such contract and all income, proceeds and other monies received by Endo to the period prior extent related to such contract in connection with the Closing Date)arrangements under this Section 6. Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts Endo shall be obtained, permitted to set-off against such amounts all direct costs associated with the BP Asset Selling Entity shall, retention and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date maintenance of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any NonPost-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased AssetClosing Material Contracts.

Non-Assignable Contracts. Notwithstanding anything in this Agreement to To the contrary, this Agreement will extent that any Assigned Contract or Assigned Lease is not constitute an agreement by the BP Asset Selling Entity to assign any capable of the Company Agreements, being assigned or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, transferred without the consent or waiver of a the other party thereto or any third Personparty, or if such assignment or transfer, or attempted assignment or transfer, would constitute a breach thereof (a “Non-Assignable Contract”), this Agreement shall not constitute an assignment or other contravention thereof transfer of any such Non-Assignable Contract, or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment or transfer of any such Non-Assignable Contract. If such consent for a Company Agreement would be ineffective or would adversely affect Non-Assignable Contract (except for the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would Required Consents, unless waived) is not in fact receive all such rightsobtained, the BP Asset Selling Entity Closing shall use, and BPI proceed with respect to the remaining Purchased Assets. The parties shall cause have the BP Asset Selling Entity continuing obligation for a period of one (1) year after the Closing to use, its use their commercially reasonable efforts to provide Intcomex endeavor to obtain all necessary consents to the assignment or transfer of any Non-Assignable Contracts. Upon obtaining the requisite third party consent thereto, each Non-Assignable Contract shall be transferred and assigned to Buyer (or its designated Affiliate Affiliate) hereunder. Notwithstanding anything to the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shallcontrary in this Section 2.5, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract that is properly not assigned or otherwise and transferred to Intcomex Buyer (or its designated Affiliate) pursuant to the first sentence of this Section 2.5, after the Closing and until the requisite consent is obtained and the foregoing is assigned and transferred to Buyer, the Seller Parties and/or Seller Representative shall use their commercially reasonable efforts and cooperate with Buyer in endeavoring to obtain for Buyer an arrangement designed to provide Buyer substantially equivalent benefits of each such Non-Assignable Contract in some other manner; provided that expenses incurred by the Seller Parties in providing such benefits shall cease to be a paid by Buyer. Buyer shall indemnify the Seller Parties for any breach or alleged breach (based on actions or inactions occurring after the Closing) of any such Non-Assignable Contract and become a Purchased Assetto the extent Buyer requests the Companies to perform thereunder.

Non-Assignable Contracts. Notwithstanding anything to the contrary in this Agreement Agreement, to the contrary, this Agreement will extent that the assignment hereunder by CFC IPA to PC Buyer of any Assumed Contract or Permit is not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, permitted or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, is not permitted without the consent of a third Personany other party to such Assumed Contract or any Governmental Authority, neither this Agreement nor the Bill of Sale shall be deemed to constitute an assignment of any such Assumed Contract or Permit if such consent is not given or if such assignment otherwise would constitute a breach of, violation of or other contravention thereof cause a loss of benefits under, any such Assumed Contract or Permit, and except as otherwise provided in this Agreement, PC Buyer shall not assume any obligations or liabilities under any such Assumed Contract or Permit. CFC IPA shall use Commercially Reasonable Efforts to obtain all consents and waivers necessary for the sale, transfer, assignment, conveyance and delivery of the Assumed Contracts, Permits and the Acquired Assets to PC Buyer hereunder and, if any such consent is not obtained or if such assignment is not permitted irrespective of such consent, CFC IPA shall, for a period of twelve (12) months following the Initial Closing Date, cooperate with PC Buyer following the Initial Closing Date in any way adversely affect reasonable and lawful arrangement designed to provide PC Buyer or its Affiliates with the rights and benefits under any such Assumed Contract or Permit, including enforcement for the benefit of Intcomex thereunder. Subject to PC Bxxxx, at the provisions request of Section 2.5(c) belowand cost and expense of PC Buyer, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the any and all rights of the BP Asset Selling Entity CFC IPA thereunder so that Intcomex (including rights against any other party thereto arising out of any breach or its designated Affiliate would not in fact receive all cancellation of any such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies receivedAssumed Contract by such other party) and, if anyrequested by PC Bxxxx, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder at PC Bxxxx’s sole cost and expense, to the extent that Intcomex legally permitted, acting as an agent on behalf of PC Buyer or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate PC Buyer shall otherwise reasonably require; provided, that, if PC Buyer is (x) not in breach provided the benefits of any such Company Agreement and (y) satisfying Assumed Contracts or Permits, then PC Buyer shall assume the corresponding liabilities and performing the corresponding obligations arising Liabilities of CFC IPA under such Company Agreement (excluding such liabilities and obligations relating Assumed Contract or Permits, as applicable, but only to the period prior to extent the Liabilities thereunder arise after the Initial Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Asset.

Non-Assignable Contracts. Notwithstanding anything in this Agreement (a) To the extent that any Assigned Contract or any Seller Consent is not capable of being assigned under Section 365 of the U.S. Bankruptcy Code (or, if inapplicable, pursuant to other applicable Laws or the terms of such Contract or Consent) to the contrary, this Agreement will not constitute an agreement by Purchaser or a Designated Purchaser at the BP Asset Selling Entity to assign any Closing (i) without the Consent of the Company Agreements, issuer thereof or the other party thereto or any claim Third Party (including a Government Entity), and such Consent cannot be obtained pursuant to Section 2.1.7 or right (ii) whether or not Consent is required, without Sellers’ and their Affiliates’ compromising any right, asset or benefit arising thereunder (including, with respect to licenses of Intellectual Property, relinquishment of rights in the Retained Field of Use, as defined in the Intellectual Property License Agreement) or resulting therefrom expending any amount or incurring any Liability or providing any other consideration other than as provided in Section 2.1.7 (collectively, the “Non-Assignable Contracts”) if ), this Agreement will not constitute an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect assignment, unless and until any such Consent is obtained; provided, however, that the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially Sellers will use their reasonable efforts to (i) cooperate with the Purchaser in connection with any commercially reasonable arrangement to provide Intcomex the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts that are not licenses of Intellectual Property or its designated Affiliate Real Estate Leases as the benefits thereunder from and after applicable Seller had immediately prior to the Closing Date. The BP Asset Selling Entity shallClosing, including entering into one or more mutually agreed commercially reasonable subcontract agreements, and BPI shall cause (ii) facilitate Purchaser’s negotiation with the BP Asset Selling Entity toother party to each Non-Assignable Contract that is a license of Intellectual Property to provide the Purchaser the same interest, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date benefits and rights under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying Non-Assignable Contracts as the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period applicable Seller had immediately prior to the Closing Date(including paying Cure Costs in order to obtain such Consent). Subject to Provided, and only for so long as, the provisions arrangements described in clause (i) of Section 2.5(c) belowthe immediately preceding sentence are made such that Purchaser has obtained the same interest, if benefits and when rights under any such consents in respect of Non-Assignable Contracts, then, as between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non-Assignable Contracts shall be obtaineddeemed to be assigned and the Purchaser (or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, the BP Asset Selling Entity shallnothing in this Section 5.14 shall require any Seller to renew, and BPI shall cause the BP Asset Selling Entity to, promptly assign modify or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as amend any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such once it has expired. Any Non-Assignable Contract assigned pursuant to the terms of this Section 5.14 shall, when assigned, constitute an Assigned Contract hereunder for all purposes except under Section 8.3(c) from and after such date. (b) For the purposes of this Agreement (including Section 5.14(a) and Section 8.3(c) and all representations and warranties of the Sellers contained herein), the relevant Sellers shall cease be deemed to be a Non-Assignable have obtained all required Consents in respect of the assignment of any Assumed and Assigned Contract if, and become a Purchased Assetto the extent that, pursuant to the U.S. Sale Order, the Sellers are authorized to assume and assign to the Designated Purchasers such Seller Contract pursuant to Section 365 of the U.S. Bankruptcy Code and any applicable Cure Cost has been satisfied as provided in Section 2.1.7.

Non-Assignable Contracts. Notwithstanding anything To the extent that the assignment by Seller of any Contract or Permit included in the Acquired Assets to be assigned to Buyer pursuant to this Agreement to requires Consent of any other party, and such Consent has not been, or cannot be, obtained at the contrarytime of the Closing, this Agreement will shall not constitute an agreement by the BP Asset Selling Entity a contract to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) same if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention violation thereof or would in any way adversely affect the rights of Intcomex Seller (or Buyer, as assignee) thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would If any such Consent is required but not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after obtained on the Closing Date. The BP Asset Selling Entity , and provided that Buyer consents in its sole and absolute discretion, Seller shall, and BPI shall cause in such case, continue to deal with the BP Asset Selling Entity toother contracting party or parties (or, pay promptly with respect to Intcomex Permits, Governmental Entity), with the benefits of such Contract or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity Permit after the Closing Date with accruing to the benefit of Buyer. With respect to Contracts, Seller shall hold all moneys received thereunder for the period after benefit of Buyer and shall pay the Closing Date under same to Buyer when received. Buyer shall provide Seller with such Company Agreement assistance, including, but not limited to, providing the appropriate staff and assets, reasonably required by Seller in order to so continue to deal with the other contracting party or any claim parties or right or any benefit arising thereunder Governmental Entities, as applicable. Buyer shall provide such assistance to Seller without charge to Seller; provided that, to the extent that Intcomex any third party requests or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not requires any payment in breach connection with any Consent in connection with the assignment of any Contract to be assigned to Buyer pursuant to this Agreement, Seller shall be responsible for such Company Agreement and (y) satisfying payment. Nothing in this Section 3.11 shall be deemed a waiver by Buyer of its right to receive an effective assignment of the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to Acquired Assets on the Closing Date). Subject , nor shall this Section 3.11 be deemed to constitute an agreement to exclude from the provisions of Acquired Assets any Contract or Permit included in the Acquired Assets that is described in this Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Asset3.11.

Non-Assignable Contracts. Notwithstanding anything in 4.1.1 This Agreement and any document delivered under this Agreement to the contrary, this Agreement will shall not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, assignment or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereofof any Contract, Equipment Lease or Licence contemplated to be assigned to the Purchaser under this Agreement: (a) which is not assignable without the consent of a third Personparty, if such consent has not been obtained and an assignment or attempted assignment would constitute a breach of that Contract, Equipment Lease or other contravention thereof Licence; or (b) in respect of which the remedies for the enforcement of that Contract, Equipment Lease or in any way adversely affect the rights of Intcomex thereunder. Subject Licence available to the provisions Vendor would not pass to the Purchaser. 4.1.2 Each Party shall make reasonable best efforts to obtain all necessary consents of third parties for the assignment of the Contracts, the Equipment Leases and the Licences, except that the Vendor shall not be obliged to make any payments to those third parties in addition to those required to be made under those Contracts, Equipment Leases or Licences in order to obtain consents, unless the Purchaser reimburses the Vendor for those payments at the time that they are made. To the extent that any of the Contracts, Equipment Leases or Licences are not assignable by their terms, or where consents to their assignment cannot be obtained as provided in this Section 2.5(c) below4.1, they shall be held by the Vendor in trust for the Purchaser, and shall be performed by the Purchaser in the event that an attempted name of the Vendor, and all benefits and obligations existing under them shall be for the account of the Purchaser. The Vendor shall take or cause to be taken such action in its name or otherwise as the Purchaser may reasonably require so as to provide the Purchaser with the benefits of those Contracts, Equipment Leases or Licences and to effect collection of money to become due and payable under them, and the Vendor shall promptly pay over to the Purchaser all money received by the Vendor in respect of them. Upon the Closing, the Vendor and the Purchaser shall execute and deliver a general assignment of a Company Agreement would be ineffective or would adversely affect Contracts, Equipment Leases and Licences, respectively, under which the rights Vendor shall authorize the Purchaser, at the Purchaser's expense, to perform all of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall useobligations under them, and BPI shall cause constitute the BP Asset Selling Entity Purchaser its attorney to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate act in the benefits thereunder from and after name of the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date Vendor with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shallthem, and BPI the Purchaser shall cause agree to assume those obligations. 4.1.3 Nothing in this Section 4.1 shall limit the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder effect of Subsection 8.2.6 regarding consents to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption)assignments. At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Asset.ARTICLE 5

Non-Assignable Contracts. Notwithstanding anything (a) To the extent that the assignment by Seller of any contract included in this Agreement the Purchased Assets is not permitted without (i) the consent of the other party to the contrarycontract, (ii) the approval of Buyer as a source of the products or services called for by the contract or (iii) the approval of Buyer as a lessee, this Agreement will shall not be deemed to constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, assignment or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereofof the contract, without the consent of a third Person, if such assignment or attempted assignment would constitute a breach thereof and such consent or other contravention thereof approval has not been obtained. (b) If any consent, approval or novation is requested but not obtained, each of Seller and the Stockholders shall cooperate with Buyer in any way adversely affect reasonable arrangement designed to provide Buyer with all of the rights benefits under the contract, as if such consent, approval or novation had been obtained, including subleases from Seller and undertakings by Buyer of Intcomex thereunderthe work necessary to complete contracts as the agent of Seller with the understanding that Seller shall then invoice the purchaser for products shipped and promptly remit the amount of the receivable to Buyer. Subject In any such arrangement, Buyer shall have the sole responsibility with respect to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights completion of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive work; shall bear all costs and expenses with respect thereto; shall be solely entitled to the benefits; and shall be solely responsible for any breach of warranty with respect to performance of such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and agreements after the Closing Date. The BP Asset Selling Entity shall. (c) If a consent, approval or novation is requested but not obtained and BPI as a result Buyer will not receive the benefits under the contract (the "REJECTED CONTRACT"), Buyer shall cause give written notice to Seller and the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received following adjustments shall be made: (i) all monies received, if any, by the BP Asset Selling Entity after the Closing Date rights of Seller with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder each Rejected Contract shall be deemed to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is Excluded Assets; (xii) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such all liabilities and obligations relating of Seller with respect to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts each Rejected Contract shall be obtained, deemed to be Excluded Liabilities and Obligations; and (iii) the BP Asset Selling Entity shall, and BPI consideration to be paid pursuant to Section 2.l shall cause be reduced by an amount determined by mutual agreement to account for the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result value of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased AssetRejected Contract.

Non-Assignable Contracts. (a) Notwithstanding anything any other provision in this Agreement, neither this Agreement nor any other document executed by the Sellers pursuant to the contrary, this Agreement will not constitute an assignment or attempted assignment of any Non-Assignable Contract. (b) Upon the mutual agreement of the Buyer and Sellers, the Sellers will use commercially reasonable efforts to obtain any consent to assignment which may be required for the assignment to the Buyer Sub of any such Non-Assignable Contract. The expenses of obtaining any such consents shall be allocated equitably between the Parties in a manner mutually agreed upon by the BP Asset Selling Entity Parties on a case by case basis. If any necessary consent has not been obtained as of the Closing, such Non-Assignable Contract will not be deemed assigned and the Sellers will: (i) hold their right, title and interest in, to assign and under such Non-Assignable Contract for the benefit of the Buyer Sub until such consent is obtained; (ii) use commercially reasonable efforts (without obligation to pay any fee or other compensation, other than contractual assignment fees) to obtain the consent to the assignment to the Buyer Sub of such Non-Assignable Contract; (iii) take such commercially reasonable action in the name of the Sellers or otherwise as the Buyer Sub may reasonably require and at the expense of the Sellers so as to provide the Buyer Sub with the benefits of the Non-Assignable Contract, including taking legal action to enforce the terms of any Non-Assignable Contract, including with respect to any breach thereof by the applicable counterparty; and (iv) unless prohibited by the terms of the Non-Assignable Contract, authorize the Buyer Sub, at the Buyer Sub’s expense, to perform all of the Sellers’ obligations and have all of the Sellers’ rights, including payment, under such Non-Assignable Contract and constitute the Buyer Sub the attorney of the Sellers to act in the name of the Sellers with respect to such Non-Assignable Contract, in which case the Buyer Sub shall be entitled to the full benefit of the Non-Assignable Contract. For the avoidance of doubt, the Buyer Sub shall be entitled to all payments, including any receivables that constitute Current Trade Receivables, received by the Buyer Sub, Sellers or any of their respective Affiliates on such Non-Assignable Contract following Closing. (c) Buyer Sub will timely perform and satisfy the Sellers’ obligations under the Non-Assignable Contract. (d) Notwithstanding the foregoing, to the extent any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Leases constitute Non-Assignable Contracts”) if an attempted assignment thereof, without and the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) belowapplicable landlord requires, in connection with granting a consent to assignment following the event that Closing, any financial concession (including an attempted assignment of a Company Agreement would be ineffective fee (whether or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex not contractual), increase in rent, increase in security deposit, or its designated Affiliate would not in fact receive all such rightsotherwise), the BP Asset Selling Entity Sellers shall usebear the full amount of such financial concession, and BPI the Buyer Sub shall cause be reimbursed, at its election, from the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex Sellers or its designated Affiliate the benefits thereunder from and after Escrow Account for the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is full amount thereof. (xe) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, included in the BP Preliminary Net Asset Selling Entity shall, Amount and BPI shall cause in the BP Net Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder Amount as if such Contracts had been assigned to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased AssetBuyer Sub.

Non-Assignable Contracts. Notwithstanding anything The following shall be added as Section 5.14(c): “If, after the Closing, the Purchaser or the relevant Designated Purchaser receives a purchase order on account of any Non-Assignable Contract that is a contract between a Seller and a customer of such Seller (each a “Non-Assignable Customer Contract” and the customer counterparty thereto a “Non-Assignable Customer Counterparty”), Purchaser or the relevant Designated Purchaser shall request that such Non-Assignable Customer Counterparty consent in this Agreement writing to the contraryassignment of such Non-Assignable Customer Contract to Purchaser or the relevant Designated Purchaser. For the period in which such consent is not forthcoming (the “Non-Assignable Period”), this Agreement Purchaser or the relevant Designated Purchaser shall process such purchase order and Seller shall provide the Purchaser or the relevant Designated Purchaser with the interest, benefits and rights under such Non-Assignable Customer Contract in accordance with Section 5.14(a); provided, however, that Seller’s obligation to provide Purchaser or the relevant Designated Purchaser with the interest, benefits and rights under such Non-Assignable Customer Contract will not constitute an terminate upon the earliest of (i) the effective date of such consent, (ii) the effective date of any direct agreement by between Purchaser (or the BP Asset Selling Entity relevant Designated Purchaser) and such Non-Assignable Customer Counterparty or (iii) in accordance with Section 5.14(a); provided further, however, that Purchaser and the relevant Designated Purchaser agree to assign any of the Company Agreementsindemnify, or any claim or right or any benefit arising thereunder or resulting therefrom defend and hold Sellers and each Seller’s respective directors, officers and personnel (collectively, the “Non-Assignable ContractsCustomer Contracts Indemnitees”) if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder harmless from and after the Closing Date. The BP Asset Selling Entity shallagainst any and all losses, costs, damages, expenses and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex liabilities whatsoever (including reasonable legal fees) which may be suffered or its designated Affiliate when received all monies received, if any, incurred by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be Customer Contracts Indemnitee arising out of claims made by a Non-Assignable Customer Counterparty relating to Seller’s providing Purchaser and/or the relevant Designated Purchaser with the interests, benefits and rights under the relevant Non-Assignable Customer Contract and become a Purchased Assetduring the Non-Assignable Period.”

Non-Assignable Contracts. 1.6.1. Notwithstanding anything in this Agreement to the contrary, this Agreement will shall not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, Non-Assignable Contract (as defined below) or any claim or claim, right or any benefit arising thereunder or resulting therefrom (collectively, if the “Non-Assignable Contracts”) if an attempted assignment thereofagreement to assign or attempt to assign, without the consent or approval of a third Personparty, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex Seller or Buyer (assuming such assignment, as compared to Seller’s rights thereunder) thereunder. 1.6.2. Subject to It is the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights intention of the BP Asset Selling Entity thereunder so Parties that Intcomex or its designated Affiliate would (i) all BU Contracts which are not Primarily Non-BU Contracts shall be assigned by Seller to Buyer, (ii) Seller and the parties to each BU Contract (other than Seller) which is a Primarily BU Contract shall enter into a Contract, on terms and conditions reasonably acceptable to Seller, vesting in fact receive Seller all such claims, rights, benefits and obligations constituting, used by or relating to Seller’s activities outside of the BP Asset Selling Entity shall use, and BPI shall cause BU under the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date respective original Primarily BU Contract with respect to the period after thereafter (such Contracts described in this clause (ii) and clause (iv) below, the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder “Overlapping Substitute Contracts”); (iii) all BU Contracts which are Primarily Non-BU Contracts shall be amended by Seller, Buyer and the other parties thereto, in a manner reasonably acceptable to Buyer, to vest in Buyer all claims, rights, benefits and obligations to the extent that Intcomex such are constituting, used by or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior BU or the Products under the respective original Primarily Non-BU Contract (“Primarily Non-BU Contract Amendments”), and (iv) Buyer and the parties to each BU Contract (other than Seller) which is an Primarily Non-BU Contract shall enter into a Contract, on terms and conditions reasonably acceptable to Buyer, vesting in Buyer all claims, rights, benefits and obligations constituting, used by or relating to the Closing Date)BU or the Products under the respective original Primarily Non-BU Contract with respect to the period thereafter. 1.6.3. For such purpose, following the execution of this Agreement, Buyer and Seller shall use commercially reasonable best efforts to obtain all Third Party Consents, to execute and deliver all Primarily Non-BU Contract Amendments applicable to the BU Contracts, and to pursue and facilitate the execution and delivery of all Overlapping Substitute Contracts by Buyer and the other applicable parties thereto. Subject to the limitations within the definition of commercially reasonable best efforts, Seller agrees to incur any reasonable costs associated with obtaining such Third Party Consents. 1.6.4. If any of the transactions contemplated by Section 1.6.2 above are not completed prior to the Closing, then, after the Closing and until such transactions are completed: (i) Seller shall continue to perform all of the obligations pursuant to such BU Contacts; (ii) Seller shall not be entitled to terminate any of the BU Contracts without Buyer’s prior written consent; and (iii), each of Buyer and Seller will use commercially reasonably best efforts to provide to Buyer all of the claims, rights and benefits of any such BU Contracts. The Parties shall mutually agree on the process for approaching parties to the BU Contracts so that such BU Contracts will either be assigned to Buyer or amended as set forth above. 1.6.5. To the extent that Buyer is provided the benefits pursuant to Section 1.6.4 above of any BU Contract, Buyer shall perform for the benefit of the other persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Buyer, would be Assumed Liabilities, in each case in accordance with the provisions of Section 2.5(c) belowthe applicable BU Contract. 1.6.6. Once authorization, if and when approval, consent or waiver for the transfer of any such consents asset not transferred at the Closing is obtained, Seller shall transfer such asset to Buyer at no additional cost to Buyer. 1.6.7. Notwithstanding anything in respect of this Agreement to the contrary, the failure to obtain an authorization, approval, consent or waiver and the failure to transfer any Non-Assignable Contracts or to amend any Primarily Non-BU Contract shall not constitute a breach of this Agreement by Seller, so long as Seller has used commercially reasonable best efforts to obtain each of the foregoing. In exercising its commercially reasonable best efforts to effect any action under this Agreement, Seller shall not be required to pay any consideration or compromise any rights not otherwise required by this Agreement to be compromised for any such authorization, approval, consent or waiver, other than filing, recordation or similar fees, which shall be obtainedreimbursed by the Buyer. Except as set forth in this Section 1.6, the BP Asset Selling Entity shall, Buyer agrees that Seller and BPI its Affiliates shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder not have any liability whatsoever (including any liability under Section 7) to Intcomex Buyer or its designated Affiliate without Affiliates arising out of or relating to the payment of additional consideration and Intcomex failure to obtain any such authorizations, approvals or its designated Affiliate shall, without consents that may be required in connection with the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetactions set forth in this Section 1.6.

Non-Assignable Contracts. (i) Notwithstanding any other provision in this Agreement, neither this Agreement nor any other document executed by the Seller Parties pursuant to this Agreement will constitute an assignment or attempted assignment of any Non-Assignable Contract. (ii) Upon the mutual agreement of the Buyer Parties and Seller Parties, the Seller Parties will use commercially reasonable efforts to obtain any consent to assignment which may be required for the assignment to the Buyer Sub of any such Non-Assignable Contract. The expenses of obtaining any such consents shall be allocated equitably between the Parties in a manner mutually agreed upon by the Parties on a case by case basis, and the Buyer Parties will provide reasonable assistance to Seller Parties. If any necessary consent has not been obtained as of the Closing, such Non-Assignable Contract will not be deemed assigned and the Seller Parties will: (A) hold their right, title and interest in, to and under such Non-Assignable Contract for the benefit of the Buyer Sub until such consent is obtained; (B) use commercially reasonable efforts (without obligation to pay any fee or other compensation, other than contractual assignment fees) to obtain the consent to the assignment to the Buyer Sub of such Non-Assignable Contract; (C) take such commercially reasonable action in the name of the Seller Parties or otherwise as the Buyer Sub may reasonably require to provide the Buyer Sub with the benefits of the Non-Assignable Contract, including taking legal action to enforce the terms of any Non-Assignable Contract, including with respect to any breach thereof by the applicable counterparty, provided that expenses relating to any such action shall be borne by the Buyer Parties, and provided further that the Buyer Parties will have the right to direct any related Legal Proceeding; and (D) unless prohibited by the terms of the Non-Assignable Contract, authorize the Buyer Sub, at the Buyer Sub’s expense, to perform all of the Seller Parties’ obligations and have all of the Seller Parties’ rights, including payment, under such Non-Assignable Contract and constitute the Buyer Sub the attorney of the Seller Parties to act in the name of the Seller Parties with respect to such Non-Assignable Contract, in which case the Buyer Sub shall be entitled to the full benefit of the Non-Assignable Contract. For the avoidance of doubt, the Buyer Sub shall be entitled to all payments, including any receivables that constitute Current Trade Receivables, received by the Buyer Sub, the Seller Parties or any of their respective Affiliates on such Non-Assignable Contract following Closing. (iii) Buyer Sub will timely perform and satisfy the Seller’s obligations under the Non-Assignable Contract. (iv) Notwithstanding anything in this Agreement herein to the contrary, this Agreement will to the extent Seller Parties have not constitute an agreement by the BP Asset Selling Entity obtained consent to assign a Non-Assignable Contract to Buyer Sub within 75 days following the Closing Date, Buyer Sub shall nevertheless assume and agree to perform such Non-Assignable Contract immediately thereafter, provided that Seller Parties shall indemnify Buyer Parties pursuant to Section 7.2(a)(iii) for any Losses on or after the Closing attributable to the failure to obtain such consent. (v) Notwithstanding the foregoing, to the extent any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Leases constitute Non-Assignable Contracts”) if an attempted assignment thereof, without and the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) belowapplicable landlord requires, in connection with granting a consent to assignment following the event that Closing, any financial concession (including an attempted assignment of a Company Agreement would be ineffective fee (whether or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex not contractual), increase in rent, increase in security deposit, or its designated Affiliate would not in fact receive all such rightsotherwise), the BP Asset Selling Entity Seller Parties shall usebear the full amount of such financial concession, and BPI the Buyer Sub shall cause be reimbursed, at its election, from the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex Seller Parties or its designated Affiliate the benefits thereunder from and after Escrow Account for the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is full amount thereof. (xvi) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, included in the BP Preliminary Net Asset Selling Entity shall, Amount and BPI shall cause in the BP Net Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder Amount as if such Contracts had been assigned to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased AssetBuyer Sub.

Non-Assignable Contracts. Notwithstanding anything in this Agreement (a) To the extent that any Seller Contract or any Seller Consent is not capable of being assigned under Section 365 of the U.S. Bankruptcy Code (or, if inapplicable, pursuant to other applicable Laws or the terms of such Contract or Consent) to the contraryPurchaser or a Designated Purchaser at the Closing, this Agreement will or cannot constitute an agreement by be entered into (A) without the BP Asset Selling Entity to assign any Consent of the Company Agreements, issuer thereof or the other party thereto or any claim Third Party (including a Government Entity) or right (B) without Sellers’ and their Affiliates’ compromising any right, asset or benefit or expending any benefit arising thereunder amount or resulting therefrom incurring any Liability or providing any other consideration (collectively, the “Non-Assignable Contracts”) if ), this Agreement will not constitute an attempted assignment thereof, or an attempted assignment, unless and until any such Consent is obtained, including any Consents obtained following Closing; provided, however, that the Sellers will use commercially reasonable efforts (without incurring any third party costs) to (i) cooperate with the consent of a third Person, would constitute a breach or other contravention thereof or Purchaser in any way adversely affect reasonable arrangement to provide the Purchaser the same interest, benefits, rights and liabilities under any such Non-Assignable Contracts that are not licenses of Intcomex thereunder. Subject Intellectual Property as the applicable Seller had immediately prior to the provisions of Section 2.5(c) belowClosing, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its including using commercially reasonable efforts to provide Intcomex enter into one or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shallmore mutually agreed Subcontract Agreements, and BPI shall cause (ii) facilitate Purchaser’s negotiation with the BP Asset Selling Entity toother party to each Non-Assignable Contract that is a license of Intellectual Property to provide the Purchaser the same interest, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date benefits and rights under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying Non-Assignable Contracts as the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period applicable Seller had immediately prior to the Closing Date(including that Sellers shall request such Third Party’s Consent if so requested by the Purchaser); provided that there shall be no obligation on Sellers or their Affiliates to compromise any material right, asset or benefit or expend any amount or incur any Liability. Subject to As between the provisions of Section 2.5(c) belowSellers and the Purchaser (or the relevant Designated Purchaser), if and when any such consents in respect of Non-Assignable Contracts described above shall be obtaineddeemed to be assigned and the Purchaser (or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, the BP Asset Selling Entity shall(x) nothing in this Section 5.13 shall require any Seller to renew, and BPI shall cause the BP Asset Selling Entity to, promptly assign modify or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as amend any Non-Assignable Contract once it has expired, (y) any efforts required of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in no event shall such efforts or arrangements be required after one hundred and eighty (180) days from the Closing Date, and (z) the Sellers shall have the right, any time after the day that is properly assigned one hundred and eighty one (181) days after the Closing Date, to exercise any right to terminate any Non-Assignable Contract. The Purchaser or otherwise transferred the Designated Purchaser, as applicable, shall reimburse the relevant Seller for the out-of-pocket expenses incurred or asserted, as a result of any actions taken pursuant to Intcomex or its designated Affiliate, such this Section 5.13. The Parties acknowledge that the fact that any Contract constitutes a Non-Assignable Contract shall cease not (i) constitute a breach of any covenant hereunder, (ii) entitle Purchaser to be a terminate this Agreement or (iii) result in any reduction of the Purchase Price payable hereunder. Any Non-Assignable Contract assigned pursuant to the terms of this Section 5.13 shall, when assigned, constitute an Assigned Contract hereunder from and become a Purchased Assetafter such date. (b) For the purposes of this Agreement (including Section 5.13(a) and all representations and warranties of the Sellers contained herein), the relevant Sellers shall be deemed to have obtained all required Consents in respect of the assignment of any Assumed and Assigned Contract if, and to the extent that, pursuant to the U.S. Sale Order, the Sellers are authorized to assume and assign to the Purchaser or the Designated Purchasers such Seller Contract pursuant to Section 365 of the U.S. Bankruptcy Code and any applicable Cure Cost has been satisfied as provided in Section 2.1.7.

Non-Assignable Contracts. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contraryextent that the grant, this Agreement will not constitute sale, assignment, transfer or delivery to Purchaser, of any Contract that would be an agreement by the BP Asset Selling Entity to assign any of the Company AgreementsAssumed Contract, or any claim or right or any benefit arising thereunder or resulting therefrom (collectivelywould require any Approval of a Governmental Authority or other third Person and such Approvals shall not have been obtained prior to the Closing, and Purchaser has waived in writing the applicable condition precedent in ARTICLE VIII pursuant to which Seller is obligated to obtain such Approvals prior to the Closing, the “Non-Assignable Contracts”) if an attempted assignment thereofClosing shall proceed, without the consent grant, sale, assignment, transfer or delivery of a third Personsuch Contract, would and this Agreement shall not constitute a breach grant, sale, assignment, transfer or delivery of such Contract or an attempt thereof. (b) If the Closing proceeds without the grant, sale, transfer, assignment or delivery of any Contract that would be an Assumed Contract, then following the Closing, the Parties shall use commercially reasonable efforts, and cooperate with each other, to obtain promptly all such Approvals. Pending such Approval, Seller shall use commercially reasonable efforts, and the Parties shall cooperate with each other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject mutually agreeable, reasonable and lawful arrangements designed to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights provide to Purchaser all of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all benefits of use of such rights, the BP Asset Selling Entity shall use, Contract and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate Seller the benefits thereunder from and after that Seller would have obtained had the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause Contract been conveyed to Purchaser at the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to Closing. (c) To the extent that Intcomex or its designated Affiliate Purchaser is provided all of the material benefits pursuant to this SECTION 2.5 of any Contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto all of the obligations of Seller thereunder and any related liabilities that, but for the lack of an Approval to assign such liabilities to such Purchaser, would be entitled thereto pursuant hereto so long as Intcomex Assumed Liabilities. (d) Once Approval for the grant, sale, assignment, transfer or its designated Affiliate is (x) not in breach delivery of any such Company Agreement Contract not granted, sold, assigned, transferred or delivered at the Closing is obtained, such Contract shall be deemed to have been granted, assigned, transferred and (y) satisfying delivered to Purchaser at no additional cost to Purchaser. To the corresponding liabilities and performing extent that any such Contract cannot be transferred or the corresponding obligations arising under material benefits of any such Company Agreement (excluding such liabilities and obligations relating Contract cannot be provided to the period prior applicable Purchaser following the Closing pursuant to this SECTION 2.5, then Purchaser and Seller shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the Closing Date)Parties the material economic (taking into account Tax costs and benefits) and operational equivalent, of obtaining such Approval. Subject to the provisions of Section 2.5(c) below, if and when any such consents Seller shall hold in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shalltrust for, and BPI shall cause the BP Asset Selling pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by any Seller Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result any Seller Sub) in connection with its use of any Contract (net of any Taxes and any other costs imposed upon such Seller Entity) in connection with the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetarrangements under this SECTION 2.5.

Non-Assignable Contracts. Notwithstanding anything in this This Agreement to the contrary, this Agreement will and any document delivered hereunder shall not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, assignment or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, by Seller of any right contemplated to be assigned to Buyer hereunder: (a) Which is not assignable by Seller without the consent of a third Person, party if such consent has not been obtained and such assignment or attempted assignment would constitute a breach thereof; or (b) If the remedies for the enforcement or any other contravention particular provisions thereof or in any way adversely affect the rights of Intcomex thereunder. Subject available to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate Seller would not in fact receive all such rights, the BP Asset Selling Entity pass to Buyer. Seller shall use, and BPI shall cause the BP Asset Selling Entity to use, use its commercially reasonable best efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after obtain, within 40 days of the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause such consents of third parties as may be necessary for the BP Asset Selling Entity toassignment of any such right by Seller, pay promptly including those listed in Schedule 6.4 hereto; provided, however, that, unless otherwise notified by Buyer, Seller will not be required to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date take such action with respect to (i) any such right that is subject to termination on thirty (30) days or less without liability, premium or penalty, or (ii) any such right to use shrink-wrap packaged software (i.e., Microsoft and other commercially available software) installed on Seller’s computers. To the extent that any such right of Seller is not assignable or where consents to the assignment thereof are not obtained, at the Closing Seller shall assign to Buyer the full benefit thereof (which shall be deemed to be part of the Assets) and grant to Buyer an irrevocable power of attorney to perform Seller’s covenants and obligations under such rights in respect of the period after the Closing Date under such Company Agreement or any claim or right or any Date, and to enforce Seller’s rights thereunder in the name of Seller but for the benefit arising thereunder of Buyer. Notwithstanding anything to the extent that Intcomex contrary herein contained, Seller makes no representation or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach warranty with respect to the enforceability of any such Company Agreement and (y) satisfying covenants not to compete being assigned by Seller to Buyer, including the corresponding liabilities and performing covenants not to compete for which the corresponding remaining payment obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shallare set forth on Schedule 6.12 hereto, and BPI shall cause the BP Asset Selling Entity to, promptly assign Seller is not liable to Buyer or otherwise transfer their respective rights thereunder responsible for any Person failing to Intcomex perform or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of abide by such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior covenants not to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetcompete.

Non-Assignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder of any Assumed Contract is not permitted or is not permitted without the Consent of any other party to such Assumed Contract, then unless waived by the Buyer in writing, neither this Agreement nor any other Transaction Document(s) shall be deemed to the contrary, this Agreement will not constitute an agreement by the BP Asset Selling Entity to assign assignment of any of the Company Agreements, such Assumed Contract if such Consent is not given or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted such assignment thereof, without the consent of a third Person, otherwise would constitute a breach of, or other contravention thereof or cause a loss of contractual benefits under, any such Assumed Contract, and the Buyer shall not assume any Liabilities under any such Assumed Contract; provided, however, that to the extent any such Consent that is not obtained is not a Required Consent, the Closing shall occur notwithstanding the foregoing without any adjustment to the Aggregate Purchase Price on account thereof. Without in any way adversely affect limiting the rights Sellers’ obligation to obtain all Consents necessary for the sale, transfer, assignment and delivery of Intcomex thereunder. Subject the Assumed Contracts to the provisions Buyer hereunder, if any such Consent is not obtained or if such assignment is not permitted irrespective of Section 2.5(cConsent and if the Closing shall occur (including, with respect to any Required Consents which are not obtained, as a result of the Buyer waiving in writing any Required Consent being received as a condition to Closing), the Sellers shall, and shall cause their applicable Affiliates to, use reasonable best efforts to (a) belowcontinue for a period of six (6) months after the Closing, to, at the Sellers’ expense with respect to any Required Consents or at the Buyer’s expense with respect to any Consents that are not Required Consents, obtain any such Consents as promptly as possible following the Closing; (b) enter into any reasonable and lawful arrangements (including through subcontracting or sublicensing such Assumed Contract, in whole or in part) to provide the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex Buyer or its designated Affiliate would not with the economic and operational equivalent of the transfer of such Assumed Contract as of the Closing to the extent permitted by the terms of the applicable Contract, including by paying over or transferring to the Buyer or its designated Affiliate any revenue that is generated or derived under any such Assumed Contract as a result of or in fact receive all connection with the Buyer’s and its Affiliates’ operation of the Business, and/or direct or indirect performance under such Assumed Contract, following the Closing; and (c) enforce or exercise, at the written request and expense of the Buyer, and for the account of the Buyer, any rights, benefits or interests of the BP Asset Selling Entity Sellers or their Affiliates arising under any such Contract (including the right to elect to terminate such Contract in accordance with the terms thereof upon the written request of the Buyer). Once such Consent is obtained, the Sellers and their applicable Affiliates shall useassign, transfer, convey and BPI shall cause deliver to the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex Buyer or its designated Affiliate the benefits thereunder from and after the Closing Daterelevant Assumed Contract to which such Consent relates for no additional consideration. The BP Asset Selling Entity shallApplicable Transfer Taxes in connection with such sale, and BPI shall cause the BP Asset Selling Entity toassignment, pay promptly to Intcomex transfer, conveyance or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts license shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively paid in accordance with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased AssetSection 7.03.

Non-Assignable Contracts. (a) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, this Agreement will shall not constitute an agreement by the BP Asset Selling Entity to transfer or assign any Assumed Contract or any claim, right or benefit arising under or resulting from any such Assumed Contract if a transfer or an assignment, or attempted transfer or assignment, of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, same without the consent of a third Person, party would constitute a material breach or other contravention thereof of the rights of such third party, would be ineffective with respect to an agreement concerning such Assumed Contract or would in any way adversely affect impair the rights of Intcomex thereunderPoseida or Transposagen with respect thereto. Subject to the provisions of Section 2.5(c) below, in the event that an attempted If any assignment of a Company Agreement would any such Assumed Contract by Transposagen to Poseida, or any assumption by Poseida of any interest, liability, obligation or commitment under, any such Assumed Contract requires any such consent or approval, then such assignment or assumption shall be ineffective made subject to such consent or would adversely affect approval being obtained and, after receipt of such consent or approval, such assignment and assumption shall be deemed to have been effected in accordance with the rights terms of this Agreement. (b) Transposagen or Poseida, as the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rightscase may be, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, use its commercially reasonable efforts (it being understood that such efforts shall not include any requirement of Poseida or Transposagen to provide Intcomex expend money or its designated Affiliate offer or grant any financial accommodation), to obtain all consents, approvals and waivers and to resolve all impracticalities of assignments or transfers necessary to convey to Poseida the Assumed Contracts so to be conveyed pursuant to Section 1.1. (c) If any consent, approval or waiver necessary to assign or transfer to Poseida any Assumed Contract as contemplated by clause (b) is not obtained, then, pending the attainment of such consent, approval or waiver pursuant to clause (b), Transposagen and Poseida will cooperate in a mutually agreeable arrangement under which Poseida would obtain the benefits thereunder from and after assume the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date obligations with respect thereto as contemplated by this Agreement and as reasonably permitted under the terms of such Assumed Contract, at no cost to Poseida (other than the period after the Closing Date under such Company Agreement reimbursement of all reasonable costs and expenses directly incurred by Transposagen or any claim or right or any benefit arising thereunder of its Subsidiaries in performing under the terms of such Assumed Contract under this clause (c), including costs and expenses associated with payments made to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents third parties in respect of Non-Assignable Contracts shall be obtained, any Assumed Contract that is the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment subject of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption this clause (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumptionc). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Asset).

Non-Assignable Contracts. Notwithstanding anything to the contrary in this Agreement Agreement, to the contrary, this Agreement will extent that the assignment hereunder by CFC IPA to PC Buyer of any Assumed Contract or Permit is not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, permitted or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, is not permitted without the consent of a third Personany other party to such Assumed Contract or any Governmental Authority, neither this Agreement nor the Bill of Sale shall be deemed to constitute an assignment of any such Assumed Contract or Permit if such consent is not given or if such assignment otherwise would constitute a breach of, violation of or other contravention thereof cause a loss of benefits under, any such Assumed Contract or Permit, and except as otherwise provided in this Agreement, PC Buyer shall not assume any obligations or liabilities under any such Assumed Contract or Permit. CFC IPA shall use Commercially Reasonable Efforts to obtain all consents and waivers necessary for the sale, transfer, assignment, conveyance and delivery of the Assumed Contracts, Permits and the Acquired Assets to PC Buyer hereunder and, if any such consent is not obtained or if such assignment is not permitted irrespective of such consent, CFC IPA shall, for a period of twelve (12) months following the Initial Closing Date, cooperate with PC Buyer following the Initial Closing Date in any way adversely affect reasonable and lawful arrangement designed to provide PC Buyer or its Affiliates with the rights and benefits under any such Assumed Contract or Permit, including enforcement for the benefit of Intcomex thereunder. Subject to PC Xxxxx, at the provisions request of Section 2.5(c) belowPC Xxxxx, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the any and all rights of the BP Asset Selling Entity CFC IPA thereunder so that Intcomex (including rights against any other party thereto arising out of any breach or its designated Affiliate would not in fact receive all cancellation of any such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies receivedAssumed Contract by such other party) and, if anyrequested by PC Buyer, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex legally permitted, acting as an agent on behalf of PC Xxxxx or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate PC Buyer shall otherwise reasonably require; provided, that, if PC Buyer is (x) not in breach provided the benefits of any such Company Agreement and (y) satisfying Assumed Contracts or Permits, then PC Buyer shall assume the corresponding liabilities and performing the corresponding obligations arising Liabilities of CFC IPA under such Company Agreement (excluding such liabilities and obligations relating Assumed Contract or Permits, as applicable, but only to the period prior to extent the Liabilities thereunder arise after the Initial Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Asset.”

Non-Assignable Contracts. Notwithstanding anything in (a) In the event and to the extent that Aon or any of its Subsidiaries is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to Combined Specialty or one of its Subsidiaries of any Contract or other rights relating to the Combined Specialty Business that would otherwise be transferred or assigned to Combined Specialty or one of its Subsidiaries as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) Aon and its Subsidiaries shall continue to be bound thereby and the contrarypurported transfer or assignment to Combined Specialty or one of its Subsidiaries shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, this Agreement will and (ii) unless not constitute an agreement permitted by the BP Asset Selling Entity to assign any terms thereof or by law, Combined Specialty or one of its Subsidiaries shall pay, perform and discharge fully all of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent obligations of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex Aon or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits Subsidiaries thereunder from and after the Closing DateDistribution, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify Aon and its Subsidiaries for all indemnifiable Losses arising out of such performance by Combined Specialty or its Subsidiaries. The BP Asset Selling Entity Aon and its Subsidiaries shall, and BPI shall cause the BP Asset Selling Entity towithout further consideration therefor, pay promptly and remit to Intcomex Combined Specialty or its designated Affiliate when Subsidiaries promptly all monies, rights and other considerations received in respect of such performance. Aon and its Subsidiaries shall exercise or exploit their rights and options under all monies receivedsuch Contracts and other rights, if any, agreements and documents referred to in this SECTION 6.3(a) only as reasonably directed by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement Combined Specialty and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date)at Combined Specialty's expense. Subject to the provisions of Section 2.5(c) below, if If and when any such consents in respect of Non-Assignable Contracts consent, approval or amendment shall be obtainedobtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the BP Asset Selling Entity shall, and BPI Aon or its Subsidiaries shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective and novate (to the extent permissible) all of its rights and obligations thereunder to Intcomex Combined Specialty or its designated Affiliate Subsidiaries without the payment of additional consideration further consideration, and Intcomex Combined Specialty or its designated Affiliate Subsidiaries shall, without the payment of any additional further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this SECTION 6.3(a) is prohibited by law, this SECTION 6.3(a) shall operate to create a subcontract with Combined Specialty or its Subsidiaries to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by Aon or its Subsidiaries with respect to the performance by Combined Specialty or its Subsidiaries thereunder. (b) In the event and to the extent that Aon is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to Aon or one of its Subsidiaries of any Contract or other rights not relating to the Combined Specialty Business that would otherwise be transferred or assigned to Aon or one of its Subsidiaries (excluding Combined Specialty and its Subsidiaries) as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) the applicable Subsidiary of Combined Specialty shall continue to be bound thereby and the purported transfer or assignment to Aon or one of its Subsidiaries shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, Aon or one of its Subsidiaries shall pay, perform and discharge fully all of the obligations of Combined Specialty or its Subsidiaries thereunder from and after the Distribution, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify Combined Specialty and its Subsidiaries for all indemnifiable Losses arising out of such assignment performance by Aon or its Subsidiaries. Combined Specialty and its Subsidiaries shall, without further consideration therefor, pay and remit to Aon or its Subsidiaries promptly all monies, rights and other considerations received in respect of such performance. Combined Specialty and its Subsidiaries shall exercise or exploit its rights and options under all such Contracts and other rights, agreements and documents referred to in this SECTION 6.3(b) only as reasonably directed by Aon and at Aon's expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, Combined Specialty or its Subsidiaries shall promptly assign or transfer and novate (to the liabilities extent permissible) all of its rights and obligations thereunder arising exclusively fromto Aon or its Subsidiaries without payment of further consideration, and accruing exclusively Aon or its Subsidiaries shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this SECTION 6.3(b) is prohibited by law, this SECTION 6.3(b) shall operate to create a subcontract with Aon or its Subsidiaries to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by Combined Specialty or its Subsidiaries with respect to, to the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex performance by Aon or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased AssetSubsidiaries thereunder.

Non-Assignable Contracts. Notwithstanding anything in this Agreement The Parties have agreed not to seek the contraryconsent or other approval of the counterparty to any Transferable Contract. To the extent that Seller's right, this Agreement will title or interest in, to or under any Transferable Contract may not be assigned without the consent, approval or authorization of any Third Party, the Transaction Documents shall not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreementssuch right, title or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) interest if an attempted partial assignment thereof, without the consent of a third Person, would constitute a breach of such Transferable Contract or other contravention thereof or in violate any way adversely affect the rights of Intcomex thereunderLaw. Subject to the provisions of Section 2.5(c) below, in the event that an If any attempted partial assignment of a Company Agreement would be ineffective or would adversely affect the materially impair Buyer's rights of the BP Asset Selling Entity thereunder so and obligations under such Transferable Contract such that Intcomex or its designated Affiliate Buyer would not in fact receive acquire and assume the benefit and burden of all such rightsrights and obligations, then Seller shall administer such Transferable Contract for the benefit of Buyer pursuant to, and subject to the terms and conditions of, the BP Asset Selling Entity shall useO&M Agreement; provided that if the O&M Agreement expires or terminates before the expiration or termination of such Transferable Contract, then Seller, at its option (exercisable by notice to Buyer) and BPI shall cause to the BP Asset Selling Entity to usefullest extent permitted by Law and such Transferable Contract, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder shall, from and after such expiration or termination of the Closing Date. The BP Asset Selling Entity shallO&M Agreement, and BPI shall cause the BP Asset Selling Entity to, pay promptly either (i) appoint Buyer to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date be Seller's agent with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder Transferable Contract to the extent that Intcomex of the Transmission Facilities, or its designated Affiliate would be entitled thereto pursuant hereto so long (ii) enter into such reasonable arrangements with Buyer or take such other actions as Intcomex are necessary to provide Buyer with the same or its designated Affiliate is (x) not in breach of any such Company Agreement substantially similar rights and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating Transferable Contract to the period prior extent of the Transmission Facilities. Notwithstanding anything to the Closing Date). Subject contrary in the foregoing, for each Shared Contract subject to this Section 7.4(d) that survives the provisions expiration or termination of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtainedthe O&M Agreement, the BP Asset Selling Entity shallParties shall enter into an appropriate arrangement pursuant to which Buyer shall irrevocably appoint Seller as its attorney- Execution Version - Confidential in-fact, coupled with an interest, under terms and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder conditions substantially similar to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, those set forth in Section 7.4(b) for Partially Assigned Contracts for the period after such assignment expiration or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assettermination.