Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. 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 Paragraph A of the Purchase and Sale Terms), this Agreement shall not constitute an agreement to assign such right, title or interest if an attempted assignment would constitute a breach of such Project Rights or violate Law. If any consent, approval or authorization to such assignment of any such Project Rights shall not be obtained without recourse to Seller, or if any attempted assignment would be ineffective or would materially impair Buyer's rights and obligations under such Project Rights such that Buyer would not acquire and assume the benefit and burden of all such rights and obligations, then Seller shall administer such Project Rights for the benefit of Buyer pursuant to, and subject to, the terms 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 to the fullest extent permitted by Law and such Project Rights, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent with respect to such Project Rights to the extent of the Group of Purchased UI Assets, or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with the same or substantially similar rights and obligations under such Project Rights to the extent of the Group of Purchased UI Assets. Notwithstanding anything to the contrary in the foregoing, for each Shared Contract subject to this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties 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 conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration or termination.

Non-Assignable Contracts. To the extent that Seller's rightany Assigned Contract is not capable of being assigned under Section 365 of the Bankruptcy Code (or, title if inapplicable, pursuant to other applicable Laws or interest in, the terms of such Contract) to Purchaser or under any Project Rights (other than Transferable Permits) may not be assigned a Designee without the consentconsent of the other party thereto or any Person (including a Government Entity), approval or authorization of any Third Party, which consent, approval or authorization and such consent has not been obtained as of (collectively, 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 Paragraph A of the Purchase and Sale Terms“Non-Assignable Contracts”), this Agreement shall will not constitute an agreement to assign such rightassignment thereof, title or interest if an attempted assignment would constitute a breach of assignment, unless any such Project Rights or violate Lawconsent is obtained. If Any payment to be made in order to obtain any consent, approval or authorization to such assignment consent required by the terms of any Non-Assignable Contract shall be the responsibility of Sellers to 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 Designees shall satisfy such Project Rights 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 not be obtained without recourse cooperate with Purchaser in any reasonable arrangement designed to Seller, or if any attempted assignment would be ineffective or would materially impair Buyer's rights provide for Purchaser the benefits and obligations of or under any such Project Rights such that Buyer would not acquire and assume the benefit and burden of all such rights and obligationsNon-Assignable Contract, then Seller shall administer such Project Rights including enforcement for the benefit of Buyer pursuant toPurchaser 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 be made subject to, to such consent being obtained. Any contract that would be 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 conditions of, until such contract is assigned to Purchaser following 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 to the fullest extent permitted by Law and such Project Rights, shall, from and after such expiration or termination Closing Date upon receipt of the O&M Agreement, either (i) appoint Buyer requisite consents to be Seller's agent with respect to such Project Rights to the extent of the Group of Purchased UI Assets, or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with the same or substantially similar rights assignment and obligations under such Project Rights to the extent of the Group of Purchased UI Assets. Notwithstanding anything to the contrary in the foregoing, for each Shared Contract subject to this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties 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 conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration or terminationBankruptcy Court approval.

Non-Assignable Contracts. To Notwithstanding anything in this Agreement 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 Paragraph A of the Purchase and Sale Terms)contrary, this Agreement shall will not constitute an agreement by the BP Asset Selling Entity to assign such rightany of the Company Agreements, title or interest 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 such Project Rights or violate LawIntcomex thereunder. If any consentSubject to the provisions of Section 2.5(c) below, approval or authorization to such in the event that an attempted assignment of any such Project Rights shall not be obtained without recourse to Seller, or if any attempted assignment a Company Agreement would be ineffective or would materially impair Buyer's adversely affect the rights and obligations under such Project Rights such of the BP Asset Selling Entity thereunder so that Buyer Intcomex or its designated Affiliate would not acquire and assume the benefit and burden of in fact receive all such rights and obligationsrights, then Seller the BP Asset Selling Entity shall administer such Project Rights for the benefit of Buyer pursuant touse, and subject toBPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the terms 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 to the fullest extent permitted by Law and such Project Rights, shall, benefits thereunder from and after such expiration the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or termination of its designated Affiliate when received all monies received, if any, by the O&M Agreement, either (i) appoint Buyer to be Seller's agent BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Project Rights 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 Group of Purchased UI Assets, or corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (ii) enter into excluding such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with the same or substantially similar rights liabilities and obligations under such Project Rights relating to the extent of the Group of Purchased UI Assets. Notwithstanding anything period prior to the contrary Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in the foregoing, for each Shared Contract subject to this Section 1(d) that survives the expiration or termination respect of the O&M AgreementNon-Assignable Contracts shall be obtained, the Parties BP Asset Selling Entity shall, and BPI shall enter into an appropriate arrangement pursuant cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to which Buyer shall irrevocably appoint Seller as Intcomex or its attorney-in-factdesignated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, coupled 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 an interestrespect to, under terms and conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration assignment or terminationtransfer 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. The Parties have agreed not to seek the consent or other approval of the counterparty to any Transferable Contract. To the extent that Seller's right, title or interest in, to or under any Project Rights (other than Transferable Permits) Contract 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 Paragraph A of the Purchase and Sale Terms), this Agreement Transaction Documents shall not constitute an agreement to assign such right, title or interest if an attempted partial assignment would constitute a breach of such Project Rights Transferable Contract or violate any Law. If any consent, approval or authorization to such assignment of any such Project Rights shall not be obtained without recourse to Seller, or if any attempted partial assignment would be ineffective or would materially impair Buyer's rights and obligations under such Project Rights Transferable Contract such that Buyer would not acquire and assume the benefit and burden of all such rights and obligations, then Seller shall administer such Project Rights Transferable Contract for the benefit of Buyer pursuant to, and subject to, to the terms 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 RightsTransferable Contract, then Seller, at its option (exercisable by notice to Buyer) and to the fullest extent permitted by Law and such Project RightsTransferable Contract, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent with respect to such Project Rights Transferable Contract to the extent of the Group of Purchased UI AssetsTransmission Facilities, or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with the same or substantially similar rights and obligations under such Project Rights Transferable Contract to the extent of the Group of Purchased UI AssetsTransmission Facilities. Notwithstanding anything to the contrary in the foregoing, for each Shared Contract subject to this Section 1(d7.4(d) that survives the expiration or termination of the O&M Agreement, the Parties shall enter into an appropriate arrangement pursuant to which Buyer shall irrevocably appoint Seller as its attorney-attorney- Execution Version - Confidential in-fact, coupled with an interest, under terms and conditions substantially similar to those set forth in Section 1(b7.4(b) for Partially Assigned Contracts for the period after such expiration or termination.

Non-Assignable Contracts. To Notwithstanding anything in this Agreement 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 Paragraph A of the Purchase and Sale Terms)contrary, this Agreement shall not constitute an agreement agreement, requirement or obligation to transfer or assign such rightany Transferred Contract or Consortium Agreement to Buyer or Vault-IC if the attempted transfer or assignment thereof, title without the consent or interest if an attempted assignment approval of a third party thereto (including approvals by Government Authorities), would constitute a breach of any Contract or 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 Atmel or any of the Selling Subsidiaries thereunder. Atmel and the Selling Subsidiaries shall use their respective commercially reasonable best efforts to obtain such Project Rights consents or violate Lawapprovals. If any consentsuch consent or approval is not obtained, approval or authorization to such if an attempted transfer or assignment of any such Project Rights shall not Transferred Contract or Consortium Agreement would be obtained without recourse to Sellerineffective, would constitute a breach or violation of any Law or Contract or would adversely affect the rights of Atmel or any of the Selling Subsidiaries thereunder, Atmel will, or if will cause the Selling Subsidiaries to, to the extent not prohibited by or not in breach of any attempted assignment would be ineffective Contract or would violation of any Laws, (a) cooperate with Buyer in any commercially reasonable arrangement which does not materially impair Buyer's rights adversely impact Atmel and obligations the Selling Subsidiaries and which is designed to provide for Buyer the benefits under or in relation to any such Project Rights Transferred Contract or Consortium Agreement, including, to the extent reasonably necessary and to the extent that such that Buyer would arrangement does not acquire violate any Law or Contract, the right to enjoy the benefits under those Transferred Contracts or Consortium Agreements and assume the benefit and burden of all such rights and obligations, then Seller shall administer such Project Rights enforcement for the benefit of Buyer pursuant to(at Buyer’s cost) of any and all rights of Atmel and/or the Selling Subsidiaries against a third party thereto, (b) hold all monies paid to Atmel and/or the Selling Subsidiaries thereunder on and after the Closing Date in trust for the account of Buyer, and (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 Selling Subsidiaries of any Transferred Contract or Consortium Agreement which shall require the consent or approval of any third party (including approvals by Governmental Authorities) shall be made subject toto such consent or approval being obtained; provided, the terms and conditions of, the O&M Agreement; provided that if the O&M Agreement expires such transfer or terminates before the expiration or termination of such Project Rights, then Seller, at its option (exercisable by notice to Buyer) and to the fullest extent permitted by Law and such Project Rights, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint assignment shall not require Buyer to make any additional payments to Atmel for such transfer, it being understood that Buyer shall be Seller's agent with respect responsible for the costs and expenses of registration, perfection or other costs and expenses related to such Project Rights to owning or exercising the extent of the Group of Purchased UI Assets, or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with the same or substantially similar rights and obligations under such Project Rights to the extent of the Group of Purchased UI Assets. Notwithstanding anything to the contrary in the foregoing, for each Shared Contract subject to this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties 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 conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration or terminationbenefits acquired herein.

Non-Assignable Contracts. To In the event and to the extent that Seller's right, title or interest in, the parties are unable 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 Paragraph A of the Purchase and Sale Terms), this Agreement shall not constitute an agreement to assign such right, title or interest if an attempted assignment would constitute a breach of such Project Rights or violate Law. If obtain any consent, approval or authorization amendment to any Contract, lease, license or other rights relating to the Japanese Xxxxxxx Business that otherwise would be transferred or assigned to ELL or one of its Subsidiaries as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) BKK shall continue to be bound thereby and the purported transfer or assignment to ELL shall automatically be deemed deferred until such assignment time as all legal impediments are removed and/or all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, ELL shall pay, perform and discharge fully all the obligations of BKK thereunder from and after the Bunkatsu Date, and indemnify BKK and its Affiliates for all indemnifiable Losses arising out of such performance by ELL. BKK shall, without further consideration therefor, pay and remit to ELL promptly all monies, rights and other considerations received in respect of such performance. BKK shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to in this Section 6.9 only as reasonably directed by ELL and at ELL's expense. If and when any such Project Rights consent shall not be obtained without recourse or such Contract, lease, license or other right shall otherwise become assignable or be able to Sellerbe novated, or if any attempted assignment would be ineffective or would materially impair Buyer's BKK shall promptly assign and novate (to the extent permissible) all of its rights and obligations under such Project Rights such that Buyer would not acquire thereunder to ELL without payment of further consideration, and ELL shall, without the payment of any further consideration therefor, assume the benefit and burden of all such rights and obligations. To the extent that the assignment of any Contract, then Seller shall administer such Project Rights for lease, license or other rights (or the benefit of Buyer proceeds thereof) pursuant to, and subject toto this Section 6.9 is prohibited by law, the terms and conditions ofassignment provisions of this Section 6.9 shall operate to create a subcontract with ELL to perform each relevant unassignable Contract, the O&M Agreement; provided that if the O&M Agreement expires lease or terminates before the expiration or termination license of such Project Rights, then Seller, BKK at its option (exercisable by notice to Buyer) and a subcontract price equal to the fullest extent permitted monies, rights and other considerations received by Law and such Project Rights, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent BKK with respect to such Project Rights to the extent of the Group of Purchased UI Assets, or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with the same or substantially similar rights and obligations performance by ELL under such Project Rights to the extent of the Group of Purchased UI Assets. Notwithstanding anything to the contrary in the foregoing, for each Shared Contract subject to this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties 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 conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration or terminationsubcontract.

Non-Assignable Contracts. To In the extent that case of any Real Property mortgages, leases, Contracts or Equipment Leases which by their terms or by virtue of their subject matter are not assignable without the consent of a third party (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 rightexpense, title in connection therewith, provided that Buyer shall not be obligated to agree to pay any consideration or interest in, to or increase the consideration payable under any Project Rights (such Non-Assignable Contract or to make any other than Transferable Permits) may not agreement that would affect adversely in any other way the economics for Buyer under such Non-Assignable Contract, or would make the obligations intended to be assigned without assumed by Buyer thereunder more burdensome. Seller shall inform Buyer from time to time prior to the consent, approval or authorization Closing Time of Seller's receipt from any Third Party, which consent, approval or authorization has not been obtained as such third party of the applicable Closing Date (including confirmation of such third party's refusal to grant its consent to any Shared Contract for which the Parties do not enter into a separate Contract on or before the applicable Closing Date as contemplated such assignment. Nothing in Paragraph A of the Purchase and Sale Terms), this Agreement shall not constitute be construed as an attempt or an agreement to assign such right, title or interest if an attempted assignment would constitute a breach of such Project Rights or violate Law. If any consent, approval or authorization to such 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 Project Rights consent shall have been given. Notwithstanding the foregoing, in the event that any third party to a Non-Assignable Contract has not be obtained without recourse consented to an assignment thereof to Buyer for any reason, then Buyer shall have no liability or obligation to Seller, such third party or any other party with respect to such Non-Assignable Contract, and if any attempted assignment would Non-Assignable Contract is not assigned to Buyer for any reason and Buyer considers in its sole judgment that such Non-Assignable Contract is material to the business to be ineffective or would materially impair conducted by Buyer after the Closing Date then, at Buyer's rights and obligations under such Project Rights such option, Buyer shall have no obligation to consummate its purchase hereunder. In the event that Buyer would consummates its purchase hereunder and any Non-Assignable Contract has not acquire and assume the benefit and burden of all such rights and obligations, been assigned to Buyer for any reason then Seller shall administer such Project Rights for the benefit of Buyer pursuant to, and subject to, the terms 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 to the fullest extent permitted by Law and such Project Rights, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer and Seller shall negotiate in good faith to be Seller's agent with respect to adjust the Purchase Price (as defined herein) based on such Project Rights to the extent of the Group of Purchased UI Assets, or event and/or (ii) enter into such Buyer and Seller shall cooperate in good faith with the other party in any reasonable arrangements with Buyer arrangement necessary or take such other actions as are necessary desirable to provide Buyer with the same or substantially similar rights and obligations under benefits of such Project Rights to the extent of the Group of Purchased UI Assets. Notwithstanding anything to the contrary in the foregoing, for each Shared Contract subject to this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties shall enter into an appropriate arrangement pursuant to which Buyer shall irrevocably appoint Seller as its attorneyNon-in-fact, coupled with an interest, under terms and conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration or terminationAssignable Contract.

Non-Assignable Contracts. To the extent that Seller's right, title the assignment by Seller of any Contract or interest in, Permit included in the Acquired Assets to or under any Project Rights (other than Transferable Permits) may not be assigned without the consent, approval or authorization to Buyer pursuant to this Agreement requires Consent of any Third Partyother party, which consent, approval or authorization and such Consent has not been been, or cannot be, obtained as at the time 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 Paragraph A of the Purchase and Sale Terms)Closing, this Agreement shall not constitute an agreement a contract to assign such right, title or interest the same if an attempted assignment would constitute a breach or violation thereof or would in any way adversely affect the rights of such Project Rights Seller (or violate LawBuyer, as assignee) thereunder. If any consentsuch Consent is required but not obtained on the Closing Date, approval or authorization to such assignment of any such Project Rights shall not be obtained without recourse to Seller, or if any attempted assignment would be ineffective or would materially impair Buyer's rights and obligations under such Project Rights such provided that Buyer would not acquire consents in its sole and assume absolute discretion, Seller shall, in such case, continue to deal with the other contracting party or parties (or, with respect to Permits, Governmental Entity), with the benefits of such Contract or Permit after the Closing Date accruing to the benefit and burden of all such rights and obligationsBuyer. With respect to Contracts, then Seller shall administer such Project Rights hold all moneys received thereunder for the benefit of Buyer pursuant and shall pay the same to Buyer when received. Buyer shall provide Seller with such assistance, including, but not limited to, providing the appropriate staff and subject toassets, reasonably required by Seller in order to so continue to deal with the terms and conditions ofother contracting party or parties or Governmental Entities, the O&M Agreementas applicable. Buyer shall provide such assistance to Seller without charge to Seller; provided that if the O&M Agreement expires or terminates before the expiration or termination of such Project Rightsthat, then Seller, at its option (exercisable by notice to Buyer) and to the fullest extent permitted by Law and such Project Rights, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent with respect to such Project Rights to the extent that any third party requests or requires any payment in 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 payment. Nothing in this Section 3.11 shall be deemed a waiver by Buyer of its right to receive an effective assignment of the Group of Purchased UI AssetsAcquired Assets on the Closing Date, nor shall this Section 3.11 be deemed to constitute an agreement to exclude from the Acquired Assets any Contract or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with the same or substantially similar rights and obligations under such Project Rights to the extent of the Group of Purchased UI Assets. Notwithstanding anything to the contrary Permit included in the foregoing, for each Shared Contract subject to Acquired Assets that is described in this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties 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 conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration or termination3.11.

Non-Assignable Contracts. To the extent that Seller's rightany Third Party Consents, title or interest in, to or under any Project Rights (other than Transferable Permits) may not be assigned without the consentMaterial Consents, approval or authorization of any Third Party, which consent, approval or authorization has have not been obtained by Seller as of the Closing for any reason, Seller shall, during the remaining term of such Contract (the “Non-Assignable Contracts”), use all commercially available efforts to (a) obtain the consent of the applicable Closing Date third party or parties thereto, (b) make the benefit of such Non-Assignable Contracts available to Buyer, and (c) enforce at the request of Buyer and at the expense and for the account of Buyer, any rights of Seller arising from such Non-Assignable Contracts against the other party or parties thereto (including the right to elect to terminate any Shared such Non-Assignable Contract for which in accordance with the Parties do not enter into a separate Contract on or before terms thereof). Anything contained herein to the applicable Closing Date as contemplated in Paragraph A of the Purchase and Sale Terms)contrary notwithstanding, this Agreement shall not constitute an agreement to assign such any Non-Assignable Contract or any other claim, right, title contract, license, lease, commitment, sales order, or interest purchase order if an attempted assignment thereof without the consent of the other party thereto would constitute a breach thereof or in any material way affect the rights of Seller thereunder, unless such consent is obtained. Seller will not take any action or suffer any omission that would limit, restrict or terminate in any material respect the benefits to Buyer of such Project Rights or violate Law. If any consentNon-Assignable Contracts unless, approval or authorization to such assignment of any such Project Rights shall not be obtained without recourse to Seller, or if any attempted assignment would be ineffective or would materially impair Buyer's rights in good faith and obligations under such Project Rights such that Buyer would not acquire after consultation with and assume the benefit and burden of all such rights and obligations, then Seller shall administer such Project Rights for the benefit of Buyer pursuant to, and subject to, the terms 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 prior written notice to Buyer) , Seller is ordered orally or in writing to do so by a governmental authority of competent jurisdiction or Seller is otherwise required to do so by Law; provided, however, that if any such order is appealable, Seller will, at the expense and to for the fullest extent permitted by Law and such Project Rightsaccount of Buyer, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent with respect to such Project Rights to the extent of the Group of Purchased UI Assets, or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary requested by Buyer to provide Buyer with the same or substantially similar rights file and obligations under pursue such Project Rights appeal and to the extent obtain a stay of the Group of Purchased UI Assetssuch order. Notwithstanding anything With respect to the contrary in the foregoing, for each Shared any Non- Assignable Contract subject to this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties shall enter into an appropriate arrangement pursuant as to which Buyer shall irrevocably appoint Seller as its attorney-in-fact, coupled with an interest, under terms and conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts the necessary approval or consent for the period after assignment or transfer to Buyer is obtained following the Closing, Seller shall transfer such expiration Non-Assignable Contract to Buyer by execution and delivery of an instrument of assignment reasonably satisfactory to Buyer within three (3) business days following receipt of such approval or terminationconsent.

Non-Assignable Contracts. (a) To the extent that Seller's 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 Purchaser or a Designated Purchaser at the Closing, or cannot be entered into (A) without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity) or (B) without Sellers’ and their Affiliates’ compromising any right, title asset or interest inbenefit or expending any amount or incurring any Liability or providing any other consideration (collectively, 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 Paragraph A of the Purchase and Sale Terms“Non-Assignable Contracts”), this Agreement shall will not constitute an agreement 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 assign (i) cooperate with the Purchaser in any reasonable arrangement to provide the Purchaser the same interest, benefits, rights and liabilities under any such Non-Assignable Contracts that are not licenses of Intellectual Property as the applicable Seller had immediately prior to the Closing, including using commercially reasonable efforts to enter into one or more mutually agreed Subcontract Agreements, and (ii) facilitate Purchaser’s negotiation with the other party to each Non-Assignable Contract that is a license of Intellectual Property to provide the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts as the applicable Seller had immediately prior to the Closing (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, title asset or interest if benefit or expend any amount or incur any Liability. As between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non-Assignable Contracts described above shall be deemed to be assigned and the Purchaser (or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, (x) nothing in this Section 5.13 shall require any Seller to renew, modify or 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 attempted assignment would 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 one hundred and eighty one (181) days after the Closing Date, to exercise any right to terminate any Non-Assignable Contract. The Purchaser or 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 this Section 5.13. The Parties acknowledge that the fact that any Contract constitutes a Non-Assignable Contract shall not (i) constitute a breach of such Project Rights any covenant hereunder, (ii) entitle Purchaser to terminate this Agreement or violate Law(iii) result in any reduction of the Purchase Price payable hereunder. If any consent, approval or authorization Any Non-Assignable Contract assigned pursuant to such assignment of any such Project Rights shall not be obtained without recourse to Seller, or if any attempted assignment would be ineffective or would materially impair Buyer's rights and obligations under such Project Rights such that Buyer would not acquire and assume the benefit and burden of all such rights and obligations, then Seller shall administer such Project Rights for the benefit of Buyer pursuant to, and subject to, the terms 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 to the fullest extent permitted by Law and such Project Rights, this Section 5.13 shall, when assigned, constitute an Assigned Contract hereunder from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent with respect to such Project Rights to the extent of the Group of Purchased UI Assets, or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with the same or substantially similar rights and obligations under such Project Rights to the extent of the Group of Purchased UI Assets. Notwithstanding anything to the contrary in the foregoing, for each Shared Contract subject to this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties 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 conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration or terminationdate.

Non-Assignable Contracts. 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 Closing will not constitute an assignment or an attempted assignment of such Non-Assignable Contracts. Instead, Seller will assign Non-Assignable Contracts to the Buyer if and when such assignment is permitted. 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 permitted by applicable law and 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 Paragraph A of the Purchase and Sale Terms), this Agreement shall not constitute an agreement to assign such right, title or interest if an attempted assignment would constitute a breach terms of such Project Rights or violate Law. If any consentcontracts, approval or authorization to such assignment of any such Project Rights shall not Non-Assignable Contracts will be obtained without recourse to held by Seller, or if any attempted assignment would be ineffective or would materially impair Buyer's rights in trust for Buyer and the covenants and obligations under such Project Rights such that thereunder will be performed by Buyer would not acquire in the name of Seller and assume the benefit all benefits and burden of all such rights and obligations, then Seller shall administer such Project Rights obligations existing thereunder will be for the benefit account of Buyer pursuant to, and subject to, the terms and conditions of, the O&M Agreement; provided that if the O&M Agreement expires Buyer. Seller will take or terminates before the expiration or termination of such Project Rights, then Seller, at its option (exercisable by notice to Buyer) and to the fullest extent permitted by Law and such Project Rights, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer cause to be Seller's agent with respect to taken such Project Rights to the extent of the Group of Purchased UI Assets, or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary action in its name to provide Buyer with the same or substantially similar rights benefits thereof and obligations to effect the collection of money due and payable under each Non-Assignable Contract as if such Project Rights 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 to all Non-Assignable Contracts. As and from the Closing Date, Seller authorizes Buyer, to the extent permitted by applicable law and the terms of the Group Non-Assignable Contracts, at Buyer's expense, to perform all of Purchased UI AssetsSeller's obligations under each Non-Assignable Contract. Notwithstanding anything As and from the Closing Date, Seller shall provide such reasonable assistance as may be required and requested, to amend or seek to amend, any Non-Assignable Contract (except to the contrary extent such action would materially increase Seller's liabilities under such Non-Assignable Contract). If Seller or Buyer is unable to 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 transferable licenses, or permits, as the case may be satisfactory to Buyer in the foregoing, substitution for each Shared Contract subject to this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties shall enter into an appropriate arrangement pursuant to which Buyer shall irrevocably appoint Seller as its attorneyNon-in-fact, coupled with an interest, under terms and conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration or terminationAssignable Contract.

Non-Assignable Contracts. To the extent that Seller's right, title or interest in, the assignment by any EPD Group Member to or any Buyer Group Member of its rights under any Project Rights (other than Transferable Permits) may Purchased Asset pursuant to this Agreement is not be assigned permitted without the consent, approval or authorization Consent of any Third Party, which consent, approval or authorization has another party and such Consent shall not have 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 Paragraph A of the Purchase and Sale Terms)obtained, this Agreement shall not be deemed to constitute an agreement undertaking to assign such right, title or interest Purchased Asset without such Consent if an attempted assignment would constitute a breach thereof or adversely affect the rights of any EPD Group Member thereunder. 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 failure to obtain any such Consent, and no representation, warranty or covenant of Parent herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of such Project Rights failure or violate Lawany 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) prior 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 consentsuch Consent is not obtained prior to the Closing, approval subject to satisfaction of the conditions to Closing set forth in Article 9, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Buyer shall use commercially reasonable efforts to secure such Consent as promptly as practicable after the Closing and Parent shall provide or authorization cause to such assignment be provided all commercially reasonable assistance to Buyer (not including the payment of any consideration) reasonably requested by Buyer to secure such Project Rights shall not be obtained without recourse to SellerConsent, or if and cooperate with Buyer in any attempted assignment would be ineffective or would materially impair Buyer's rights lawful and obligations commercially reasonable arrangement reasonably proposed by Buyer under such Project Rights such that which Buyer would not acquire obtain the benefits of and assume the benefit 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 burden 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. Parent shall, and shall cause 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 such monies, rights and obligationsother 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 this Section 2.09, then Seller Buyer or such Affiliate shall administer such Project Rights 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 relevant Affiliate, as the case may be, thereunder or in connection therewith or, if more advantageous to the parties, to take actions to enable Parent or its Affiliates to pay, perform and discharge fully such obligations, but only to the extent that (i) such action by Buyer pursuant would not result in any default thereunder or in connection therewith and (ii) such performance pertains to, and subject or is related to, the terms and conditions ofproviding (past, the O&M Agreement; provided that if the O&M Agreement expires present or terminates before the expiration or termination future) of such Project Rights, then Seller, at its option (exercisable by notice benefits to Buyer) and to the fullest extent permitted by Law and such Project Rights, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent with respect to such Project Rights to the extent of the Group of Purchased UI Assets, or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with its Affiliates (including the same or substantially similar rights and obligations under such Project Rights to the extent of the Group of Purchased UI AssetsAcquired Entities). Notwithstanding anything to the contrary Nothing in the foregoing, for each Shared Contract subject to this Section 1(d) that survives 2.09 shall be deemed to constitute an agreement to exclude from the expiration Purchased Assets any Agreement or termination of the O&M Agreementany other right, the Parties shall enter into an appropriate arrangement pursuant title or interest in or to which Buyer shall irrevocably appoint Seller as its attorney-in-fact, coupled with an interest, under terms and conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration any asset or terminationproperty.

Non-Assignable Contracts. To the extent that Seller's rightany of the contracts, title rights, or interest in, commitments for which assignment to Buyer or under any Project Rights (other than Transferable Permits) may Acquisition Sub is provided herein are not be assigned assignable without the consent, approval or authorization consent 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 Paragraph A of the Purchase and Sale Terms)another party, this Agreement shall not constitute an agreement to assign assignment or an attempted assignment if such right, title assignment or interest if an attempted assignment would constitute a breach thereof. Seller agrees to use Seller’s best efforts to obtain the consent of each other party to any such Project Rights contract, right, or violate Lawcommitment to the assignment thereof to Buyer or Acquisition Sub in all cases in which such consent is required for assignment or transfer. If such consent is not obtained at or prior to the Closing, and if Buyer does not terminate this Agreement in accordance with the provisions of Section 10 hereof, Seller agrees to cooperate with Buyer and Acquisition Sub in subsequently seeking such consent and in any consentreasonable arrangements (including billing arrangements) designed to provide for Buyer and Acquisition Sub the benefits under any such contract, approval right, or authorization to such assignment commitment, including enforcement at the cost and for the account of Buyer and Acquisition Sub of any and all rights of Seller against each other party thereto arising out of the cancellation by such Project Rights shall not be obtained without recourse to Seller, other party or if any attempted assignment would be ineffective or would materially impair Buyer's rights and obligations under such Project Rights such that Buyer would not acquire and assume the benefit and burden of all such rights and obligations, then Seller shall administer such Project Rights for the benefit of Buyer pursuant to, and subject to, the terms 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) otherwise. If and to the fullest extent permitted that such arrangements cannot be made, Seller will indemnify Buyer and Acquisition Sub for the amounts due and payable under such contracts, rights, or commitments not assigned and not received by Law Buyer or Acquisition Sub (including any costs incurred in the process of seeking such assignment), and such Project Rights, shall, from and after such expiration Buyer or termination Acquisition Sub shall nonetheless be responsible for performing on behalf of the O&M Agreement, either (i) appoint Buyer to be Seller's agent Seller with respect to any such Project Rights to the extent of the Group of Purchased UI Assetscontract, right, or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with the same or substantially similar rights and obligations under such Project Rights to the extent of the Group of Purchased UI Assets. Notwithstanding anything to the contrary in the foregoing, for each Shared Contract subject to this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties 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 conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration or terminationcommitment.

Non-Assignable Contracts. To The Seller shall, during the extent that Seller's rightremaining term of each Non-Assignable Contract, title or interest in, use commercially reasonable efforts to or under any Project Rights (other than Transferable Permitsa) may not be assigned without obtain the consent, approval or authorization of any Third Party, which consent, approval or authorization has not been obtained as consent of the applicable Closing Date third parties required thereunder, (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 Paragraph A of the Purchase and Sale Terms), this Agreement shall not constitute an agreement to assign such right, title or interest if an attempted assignment would constitute a breach of such Project Rights or violate Law. If any consent, approval or authorization to such assignment of any such Project Rights shall not be obtained without recourse to Seller, or if any attempted assignment would be ineffective or would materially impair Buyer's rights and obligations under such Project Rights such that Buyer would not acquire and assume the benefit and burden of all such rights and obligations, then Seller shall administer such Project Rights for b) make the benefit of Buyer pursuant tosuch Non-Assignable Contract available to the Purchaser so long as the Purchaser fully cooperates with the Seller and promptly reimburses the Seller for all payments made by the Seller (with the prior written approval of the Purchaser) in connection therewith and (c) enforce, at the request of the Purchaser and subject toat the sole expense and for the account of the Purchaser, any right of the Seller arising from such Non-Assignable Contract against the other party or parties thereto (including the right to elect or terminate any such Non-Assignable Contract in accordance with the terms thereof). The Seller shall not take any action or suffer any omission that could limit, restrict or terminate in any material respect the benefits to the Purchaser of such Non-Assignable Contract unless, in good faith and after consultation with and prior written notice to the Purchaser, the terms and conditions ofSeller is (a) ordered to do so by a Governmental Body of competent jurisdiction or (b) otherwise required to do so by Law; provided, however, that if any such order is appealable, the O&M Agreement; provided that if the O&M Agreement expires or terminates before the expiration or termination of such Project Rights, then SellerSeller shall, at its option (exercisable by notice to Buyer) the Purchaser’s sole cost and to the fullest extent permitted by Law and such Project Rightsexpense, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent with respect to such Project Rights to the extent of the Group of Purchased UI Assets, or (ii) enter into take such reasonable arrangements with Buyer or take such other actions as are requested by the Purchaser to file and pursue such appeal and to obtain a stay of such order. Nothing in this Agreement or the Assumption Agreement shall constitute a sale, assignment, transfer or conveyance to, or assumption by, the Purchaser of the Non-Assignable Contracts. With respect to any such Non-Assignable Contract as to which the necessary to provide Buyer with approval or consent for the same assignment or substantially similar rights and obligations under such Project Rights transfer to the extent of Purchaser is obtained following the Group of Purchased UI Assets. Notwithstanding anything Closing, the Seller shall transfer such Non-Assignable Contract to the contrary Purchaser by execution and delivery of an instrument of conveyance reasonably satisfactory to the Purchaser within five (5) Business Days following receipt of such approval or consent. Following the Closing, Purchaser shall directly pay, or at the option of Seller, reimburse Seller, in the foregoingadvance, for each Shared Contract subject to this Section 1(d) that survives the expiration all payments made by Seller or termination of the O&M Agreement, the Parties shall enter into an appropriate arrangement pursuant to which Buyer shall irrevocably appoint Seller as its attorneySole Stockholder in connection with any Non-in-fact, coupled with an interest, under terms and conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration or terminationAssignable Contracts.

Non-Assignable Contracts. To Anything in this Agreement 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 Paragraph A of the Purchase and Sale Terms)contrary notwithstanding, this Agreement shall not constitute an agreement to assign such right, title or interest any 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 consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of such Project Rights Buyer, a Buying Affiliate, Seller or violate Law. If any consent, approval or authorization to such assignment of a Selling Affiliate thereunder (any such Project Rights Purchased Contract, a “Non-Assignable Contract” and any such Non-Assignable Contract that is also a Shared Contract, a “Non-Assignable Shared Contract”). Seller shall, and shall not be obtained without recourse cause a Selling Affiliate, if applicable, to Selleruse its commercially reasonable efforts to obtain the consent of the 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, or if any an attempted assignment thereof would be ineffective or would materially impair Buyer's adversely affect the rights and obligations of the Parties thereunder so that Buyer or a Buying Affiliate would not in fact receive all rights under such Project Rights such that Non-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 not acquire obtain the benefits and assume rights under the benefit Non-Assignable Contracts and burden of all such rights 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 Affiliate, then Seller shall administer such Project Rights as applicable, would, at Buyer’s direction and expense, enforce for the benefit of Buyer pursuant 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 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 Selling Affiliates to, and subject Buyer shall, and shall cause the Buying Affiliates to, the terms and conditions of, the O&M Agreement; provided that if the O&M Agreement expires or terminates before the expiration or termination of take such Project Rights, then Seller, at its option (exercisable by notice to Buyer) and to the fullest extent permitted by Law and such Project Rights, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent further actions with respect to such Project Rights to the extent of the Group of Purchased UI Assets, or (ii) enter into such reasonable arrangements with Buyer or take such other actions Non-Assignable Contracts as are necessary to provide Buyer with the same or substantially similar rights and obligations under such Project Rights to the extent of the Group of Purchased UI Assets. Notwithstanding anything to the contrary in the foregoing, for each Shared Contract subject to this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties 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 conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration or terminationdescribed on Exhibit C hereto.

Non-Assignable Contracts. To The Seller shall, during the extent remaining term of each Non-Assignable Contract (i.e., Assigned Contracts 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 require third-party consents for assignment that have not been obtained by the Seller prior to or as of the applicable Closing Date Closing, and as are listed in Schedule 5.01), use commercially reasonable efforts to (including any Shared Contract for which a) obtain the Parties do not enter into a separate Contract on or before the applicable Closing Date as contemplated in Paragraph A consent of the Purchase and Sale Terms)third parties required thereunder, this Agreement shall not constitute an agreement to assign such right, title or interest if an attempted assignment would constitute a breach of such Project Rights or violate Law. If any consent, approval or authorization to such assignment of any such Project Rights shall not be obtained without recourse to Seller, or if any attempted assignment would be ineffective or would materially impair Buyer's rights and obligations under such Project Rights such that Buyer would not acquire and assume the benefit and burden of all such rights and obligations, then Seller shall administer such Project Rights for (b) make the benefit of such Non-Assignable Contract available to the Buyer pursuant toso long as the Buyer fully cooperates with the Seller and promptly reimburses the Seller for all payments made by the Seller (with the prior written approval of the Buyer) in connection therewith and (c) enforce, at the request of the Buyer and subject toat the sole expense and for the account of the Buyer, any right of the Seller arising from such Non-Assignable Contract against the other party or parties thereto (including the right to elect or terminate any such Non-Assignable Contract in accordance with the terms thereof). The Seller shall not take any action or suffer any omission that could limit, restrict or terminate in any material respect the benefits to the Buyer of such Non-Assignable Contract unless, in good faith and after consultation with and prior written notice to the Buyer, the terms and conditions ofSeller is (a) ordered to do so by a Governmental Authority or body of competent jurisdiction or (b) otherwise required to do so by Law; provided, however, that if any such order is appealable, the O&M Agreement; provided that if the O&M Agreement expires or terminates before the expiration or termination of such Project Rights, then SellerSeller shall, at its option (exercisable by notice to the Buyer) ’s sole cost and to the fullest extent permitted by Law and such Project Rightsexpense, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent with respect to such Project Rights to the extent of the Group of Purchased UI Assets, or (ii) enter into take such reasonable arrangements with Buyer or take such other actions as are requested by the Buyer to file and pursue such appeal and to obtain a stay of such order. Nothing in this Agreement or the Assignment and Assumption Agreement shall constitute a sale, assignment, transfer or conveyance to, or assumption by, the Buyer of the Non-Assignable Contracts. With respect to any such Non-Assignable Contract as to which the necessary to provide Buyer with approval or consent for the same assignment or substantially similar rights and obligations under such Project Rights transfer to the extent of Buyer is obtained following the Group of Purchased UI Assets. Notwithstanding anything Closing, the Seller shall transfer such Non-Assignable Contract to the contrary Buyer by execution and delivery of an instrument of conveyance reasonably satisfactory to the Buyer within five (5) Business Days following receipt of such approval or consent. Following the Closing, Buyer shall directly pay, or at the option of Seller, reimburse Seller, in the foregoingadvance, for each Shared Contract subject to this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties shall enter into an appropriate arrangement pursuant to which Buyer shall irrevocably appoint all payments made by Seller as its attorneyin connection with any Non-in-fact, coupled with an interest, under terms and conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration or terminationAssignable Contracts.

Non-Assignable Contracts. To Notwithstanding anything contained herein 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 Paragraph A of the Purchase and Sale Terms)contrary, this Agreement shall not constitute an agreement to assign such right, title or interest any Assumed Contract if an any attempted assignment thereof without the consent of a third party thereto would constitute a breach thereof or adversely affect the rights of Buyer and Seller thereunder or if, by its nature, such Project Rights contract cannot be assigned. With respect to each Assumed Contract that is a CPD Customer Contract, the parties agree that Buyer and Seller shall send to the Dealer party a joint notice advising the Dealer of the assignment of the CPD Customer Contracts and instructing such Dealer to make all future payments due or violate Lawto become due after the Closing according to instructions provided by Buyer. If With respect to the Assumed Contracts identified on Schedule 2.5 hereto, Seller shall use commercially reasonable efforts to obtain as soon as practicable following the date of this Agreement any consent, approval or authorization written consents necessary to effect such assignment or transfer (and, promptly following Seller’s receipt of any such Project Rights shall not be obtained without recourse to Sellerconsent, or if any attempted assignment would be ineffective or would materially impair Buyer's rights and obligations under such Project Rights such that Buyer would not acquire and assume the benefit and burden of all such rights and obligations, then Seller shall administer promptly assign such Project Rights for the benefit of Assumed Contracts to Buyer). Buyer pursuant to, and subject to, the terms 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 shall cooperate with Seller, at its option (exercisable by notice no additional cost to Buyer) and , in such manner as may be reasonably requested in connection with Seller’s efforts to the fullest extent permitted by Law and obtain such Project Rights, shall, from and after such expiration or termination consent. With respect to each Assumed Contract for which Seller has not obtained consent to assignment as of the O&M Agreement, either (i) appoint Buyer to be Seller's agent with respect to such Project Rights to the extent effective time of the Group of Purchased UI AssetsClosing, and until such consent to assignment or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with the same or substantially similar rights and obligations under such Project Rights to the extent of the Group of Purchased UI Assets. Notwithstanding anything to the contrary in the foregoingtransfer has been obtained, for each Shared Contract subject to this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties Seller shall enter into an appropriate any lawful arrangement pursuant to which provide to Buyer shall irrevocably appoint Seller the benefits under such Assumed Contract as its attorney-in-fact, coupled with an interest, under terms and conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after if such expiration or terminationconsent had been obtained.

Non-Assignable Contracts. To the extent that Seller's right, title or interest in, to or under any Project Rights (other than Transferable Permits) may This Agreement shall not be assigned without the consent, deemed to constitute an undertaking to assign a Non-Assignable Contract if such consent or approval or authorization of any Third Party, which consent, approval or authorization has not been obtained given as of the applicable Closing Date. Purchaser shall, for a period of twelve (12) months after the Closing Date or, if shorter, during the remaining term of each Non-Assignable Contract, use its Commercially Reasonable Efforts to, and Seller shall use Commercially Reasonable Efforts at Purchaser’s request to cooperate with Purchaser to: (including any Shared Contract for which a) obtain the Parties do not enter into a separate Contract on or before the applicable Closing Date as contemplated in Paragraph A consent of the Purchase and Sale Terms), this Agreement shall not constitute an agreement third parties required thereunder to assign such rightNon-Assignable Contract to Purchaser; (b) to the extent permitted by Law, title or interest if an attempted assignment would constitute a breach make the benefit of such Project Rights Non-Assignable Contract available to Purchaser so long as Purchaser cooperates with Seller and promptly reimburses Seller for all payments made by Seller (with the prior approval of Purchaser) in connection therewith; and (c) enforce, at the request of Purchaser, and at the sole expense and for the account of Purchaser, any right of Seller arising under such Non-Assignable Contract against the other party or violate parties thereto (including the right to terminate any such Non-Assignable Contract in accordance with the terms thereof). Seller shall have no liability or obligation to Purchaser if Seller is unable to obtain any consent or approval. Purchaser shall pay, perform and discharge fully the liabilities and obligations of Seller under any such Non-Assignable Contract from and after the Closing with respect to the period that Purchaser receives the benefit of such Non-Assignable Contract. Except as set forth in Section 9.10, Seller shall not take any action or suffer any omission that limits, restricts or terminates in any material respect the benefits to Purchaser of such Non-Assignable Contract unless, in good faith and after consultation with and prior written notice to Purchaser, Seller is: (i) ordered to do so by a Governmental Entity of competent jurisdiction; or (ii) otherwise required to do so by Law; provided, however, that if any such order is appealable, Seller shall take such reasonable actions as are requested by Purchaser at the sole expense of Seller to file and pursue such appeal and to obtain a stay of such order. If With respect to any such Non-Assignable Contract as to which the necessary approval or consent for the assignment or transfer to Purchaser is obtained following the Closing, Seller shall transfer such Non-Assignable Contract to Purchaser by execution and delivery of an instrument of conveyance reasonably satisfactory to Purchaser within five (5) Business Days following receipt of such approval or consent, approval or authorization and Purchaser shall assume and agree to such assignment of any such Project Rights shall not be obtained without recourse to Sellerpay, or if any attempted assignment would be ineffective or would materially impair Buyer's rights perform and discharge when due the liabilities and obligations under such Project Rights such that Buyer would not acquire and assume Non-Assignable Contract in the benefit and burden of all such rights and obligations, then Seller shall administer such Project Rights for the benefit of Buyer pursuant to, and subject to, the terms 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) same manner and to the fullest same extent permitted by Law as described in Section 2.4(b)(i) (and such Project Rights, shall, from and Non-Assignable Contract will then be considered an Assumed Contract for all purposes of this Agreement after such expiration or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent with respect to such Project Rights to the extent of the Group of Purchased UI Assets, or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with the same or substantially similar rights and obligations under such Project Rights to the extent of the Group of Purchased UI Assets. Notwithstanding anything to the contrary in the foregoing, for each Shared Contract subject to this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties 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 conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration or terminationdate).

Non-Assignable Contracts. Neither this Agreement nor any Closing Document shall constitute an assignment or an attempted assignment of any Non-Assignable Contract. To the extent that Seller's rightpermitted by Applicable Canadian Law; each Non-Assignable Contract shall be held by the Vendor in trust for the Purchaser and the covenants and obligations thereunder shall be performed by the Purchaser in the name of the Company and all benefits and obligations existing thereunder 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 thereof and to effect collection of money to become due and payable under the Non-Assignable Contracts and the Vendor shall promptly pay over to the Purchaser all money received by it in respect of all Non-Assignable Contracts. Upon the Closing, title or interest inthe Vendor authorizes the Purchaser, to the extent permitted by Applicable Canadian Law and the terms of the Non-Assignable Contracts, at the Purchaser's expense, to perform all of the Vendor's obligations under the Non-Assignable Contracts and constitutes the Purchaser's attorney to act in its name and on its behalf with respect thereto. After the Closing Date, the Vendor agrees to assign Non-Assignable Contracts to the Purchaser when such assignment is permitted and as the Purchaser may direct. The Vendor shall use its commercially reasonable efforts to obtain all consents required for the assignment of the Non-Assignable Contracts. The Vendor shall not, however, be obliged to make any payments to any Person or under to pay any Project Rights other charge or fee (except a payment to a contracting party to cover its expenses associated with the consent in question) or make additional payments, guarantees or financial contributions or arrangements (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 remaining a separate Contract on or before the applicable Closing Date as contemplated in Paragraph A of the Purchase and Sale Terms), this Agreement shall not constitute an agreement to assign such right, title or interest if an attempted assignment would constitute a breach of such Project Rights or violate Law. If any consent, approval or authorization to such assignment of any such Project Rights shall not be obtained without recourse to Seller, or if any attempted assignment would be ineffective or would materially impair Buyer's rights and obligations under such Project Rights such that Buyer would not acquire and assume the benefit and burden of all such rights and obligations, then Seller shall administer such Project Rights for the benefit of Buyer pursuant to, and subject to, the terms 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 party to the fullest extent permitted by Law and Non-Assignable Contracts) or to institute legal or arbitration or other proceedings to obtain such Project Rights, shall, from and after such expiration or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent with respect to such Project Rights to the extent of the Group of Purchased UI Assets, or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with the same or substantially similar rights and obligations under such Project Rights to the extent of the Group of Purchased UI Assets. Notwithstanding anything to the contrary in the foregoing, for each Shared Contract subject to this Section 1(d) that survives the expiration or termination of the O&M Agreement, the Parties 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 conditions substantially similar to those set forth in Section 1(b) for Partially Assigned Contracts for the period after such expiration or terminationconsents.

Non-Assignable Contracts. To Anything in this Agreement 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 Paragraph A of the Purchase and Sale Terms)contrary notwithstanding, this Agreement shall will not constitute an agreement to assign any Contract or Permit or any claim or right or any benefit arising thereunder or resulting therefrom if any attempted assignment thereof, without the consent of the applicable counterparty thereto or a Governmental Authority, would constitute a default thereof or adversely affect the rights of any Seller or the Stockholder thereunder (the “Non-Assignable Contracts”). In the event such right, title consent is not obtained or interest if an attempted assignment would constitute a breach of such Project Rights or violate Law. If any consent, approval or authorization to such assignment of any such Project Rights shall not be obtained without recourse to Seller, or if any attempted assignment the Non-Assignable Contracts would be ineffective or would materially impair adversely affect the rights of any Seller or the Stockholder thereunder, (i) for ninety (90) days after the Closing, Sellers and the Stockholder shall use commercially reasonable efforts to cooperate with Buyer to obtain any consent or authorization which may be required to transfer or assign the Non- Assignable Contracts to Buyer or to remove or eliminate any impediment preventing the transfer or assignment of the Non- Assignable Contracts to Buyer's rights , (ii) Sellers and obligations under such Project Rights such that the Stockholder shall use commercially reasonable efforts to cooperate with Buyer would not acquire and assume the benefit and burden of all such rights and obligations, then Seller shall administer such Project Rights for in any arrangement designed to provide to Buyer the benefit of the Non-Assignable Contracts, (iii) Sellers shall not transfer or assign the Non-Assignable Contracts to any Person other than Buyer pursuant toor Buyer’s assigns, and subject to, (iv) Buyer will be responsible for all obligations relating to such Non-Assignable Contracts arising or occurring on or after the Closing Date as if they had been transferred or assigned to Buyer in accordance with the terms and conditions ofof this Agreement. Upon the request of Buyer, Sellers shall use commercially reasonable efforts to enforce, for the O&M Agreement; provided that if the O&M Agreement expires or terminates before the expiration or termination of such Project Rights, then Selleraccount, at its option (exercisable by notice to the expense and on behalf of Buyer) and to the fullest extent permitted by Law and such Project Rights, shall, from and after such expiration any rights of Sellers arising under or termination of the O&M Agreement, either (i) appoint Buyer to be Seller's agent in connection with respect to such Project Rights to the extent of the Group of Purchased UI Assets, or (ii) enter into such reasonable arrangements with Buyer or take such other actions as are necessary to provide Buyer with the same or substantially similar rights and obligations under such Project Rights to the extent of the Group of Purchased UI Assetsany Non-Assignable Contracts. Notwithstanding anything to the contrary Nothing contained in the foregoing, for each Shared Contract subject to this Section 1(d) that survives 3.4 shall require Sellers or the expiration Stockholder nor any of their respective Affiliates to pay any money or termination of the O&M Agreement, the Parties shall enter into an appropriate arrangement pursuant other consideration or grant forbearances to which Buyer shall irrevocably appoint Seller as its attorney-in-fact, coupled any third party in connection with an interest, under terms and conditions substantially similar to those set forth in Section 1(b) for Partially Assigned any Assumed Contracts for the period after such expiration or terminationPermits.