Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. (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 Purchaser or a Designated Purchaser at the Closing without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity) (collectively, the “Non-Assignable Contracts”), this Agreement will not constitute an 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 their reasonable efforts to cooperate with the Purchaser in any reasonable arrangement 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, in the case of Sellers Contracts involving the sale or provision of Products or Services by a Seller to a customer, using their reasonable best efforts to enter into one or more mutually agreed reasonable Subcontract Agreements. As between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non- Assignable Contracts 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, (w) nothing in this Section 5.13 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired, (x) any efforts required of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in no event required after ninety (90) days from the Closing Date, and (y) the Sellers shall have the right, any time after the ninety- (90-) day anniversary of 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 and indemnify and hold each Seller harmless from and against all Liabilities, 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 any covenant hereunder, (ii) entitle Purchaser to 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

Non-Assignable Contracts. (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 purported 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, and (ii) unless not permitted by the terms thereof or by law, Combined Specialty or one of its Subsidiaries shall pay, perform and discharge fully all of the obligations of Aon 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 Aon and its Subsidiaries for all indemnifiable Losses arising out of such performance by Combined Specialty or its Subsidiaries. Aon and its Subsidiaries shall, without further consideration therefor, pay and remit to Combined Specialty or its 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 such Contracts and other rights, agreements and documents referred to in this SECTION 6.3(a) only as reasonably directed by Combined Specialty and at Combined Specialty'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, Aon or its Subsidiaries shall promptly assign or transfer and novate (to the extent permissible) all of its rights and obligations thereunder to Combined Specialty or its Subsidiaries without payment of further consideration, and Combined Specialty 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 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 without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity) (collectively, the “Non-Assignable Contracts”), this Agreement will not constitute an 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 their reasonable efforts to cooperate with the Purchaser in any reasonable arrangement 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, in the case of Sellers Contracts involving the sale or provision of Products or Services by a Seller to a customer, using their reasonable best efforts to enter into one or more mutually agreed reasonable Subcontract Agreements. As between the Sellers and the Purchaser right (or the relevant Designated Purchaser), such Non- Assignable Contracts shall be deemed to be assigned and the Purchaser (or the relevant Designated Purchaserproceeds thereof) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, (w) nothing in this Section 5.13 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired, (x) any efforts required of the Sellers pursuant to this paragraph SECTION 6.3(a) is prohibited by law, this SECTION 6.3(a) shall be strictly on an interim basis and in no event required after ninety (90) days from the Closing Date, and (y) the Sellers shall have the operate to create a subcontract with Combined Specialty or its Subsidiaries to perform each relevant Contract or other right, any time after the ninety- (90-) day anniversary of the Closing Date, to exercise any right to terminate any Non-Assignable Contract. The Purchaser agreement or the Designated Purchaser, as applicable, shall reimburse the relevant Seller and indemnify and hold each Seller harmless from and against all Liabilities, incurred or asserted, as document at 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 any covenant hereunder, (ii) entitle Purchaser to terminate this Agreement or (iii) result in any reduction of the Purchase Price payable hereunder. Any Non-Assignable Contract assigned pursuant subcontract price equal to the terms of this Sectionmonies, rights and other considerations received by Aon or its Subsidiaries with respect to the performance by Combined Specialty or its Subsidiaries thereunder.

Non-Assignable Contracts. (a) To The following shall be added as Section 5.14(c): “If, after 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 (orClosing, if inapplicable, pursuant to other applicable Laws or the terms of such Contract or Consent) to the Purchaser or a the relevant Designated Purchaser at 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 Closing without the Consent of the issuer thereof customer counterparty thereto a “Non-Assignable Customer Counterparty”), Purchaser or the other party thereto relevant Designated Purchaser shall request that such Non-Assignable Customer Counterparty consent in writing to the assignment 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”), 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 terminate upon the earliest of (i) the effective date of such consent, (ii) the effective date of any Third Party direct agreement between Purchaser (including a Government Entityor the 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 indemnify, defend and hold Sellers and each Seller’s respective directors, officers and personnel (collectively, the “Non-Assignable ContractsCustomer Contracts Indemnitees”)) harmless from and against any and all losses, this Agreement will not constitute an assignment thereofcosts, damages, expenses and liabilities whatsoever (including reasonable legal fees) which may be suffered or an attempted assignment, unless and until incurred by any such Consent is obtained, including any Consents obtained following Closing; provided, however, that Non-Assignable Customer Contracts Indemnitee arising out of claims made by a Non-Assignable Customer Counterparty relating to Seller’s providing Purchaser and/or the Sellers will use their reasonable efforts to cooperate relevant Designated Purchaser with the Purchaser in any reasonable arrangement to provide the Purchaser the same interestinterests, benefits and rights under any such the relevant Non-Assignable Contracts as Customer Contract during the applicable Seller had immediately prior to the Closing, including, in the case of Sellers Contracts involving the sale or provision of Products or Services by a Seller to a customer, using their reasonable best efforts to enter into one or more mutually agreed reasonable Subcontract Agreements. As between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non- Assignable Contracts 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, (w) nothing in this Section 5.13 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired, (x) any efforts required of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in no event required after ninety (90) days from the Closing Date, and (y) the Sellers shall have the right, any time after the ninety- (90-) day anniversary of 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 and indemnify and hold each Seller harmless from and against all Liabilities, 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 any covenant hereunder, (ii) entitle Purchaser to 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 SectionPeriod.”

Non-Assignable Contracts. 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, (ai) VIGC shall continue to be bound thereby and the purported 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, and (ii) unless not permitted by the terms thereof or by law, VYGP shall pay, perform and discharge fully all of the obligations of VIGC thereunder from and after the 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. VIGC shall, without 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 in this Section 7.3 only as reasonably directed by VYGP and at VYGP's expense. If and when any such consent shall be obtained 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 extent permissible) all of its rights and obligations thereunder to VYGP without payment of further consideration, and VYGP shall, without the payment of any further consideration therefore, assume such rights and obligations. To the extent that the assignment of any Seller Contract Contract, lease, license 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 without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity) (collectively, the “Non-Assignable Contracts”), this Agreement will not constitute an 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 their reasonable efforts to cooperate with the Purchaser in any reasonable arrangement 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, in the case of Sellers Contracts involving the sale or provision of Products or Services by a Seller to a customer, using their reasonable best efforts to enter into one or more mutually agreed reasonable Subcontract Agreements. As between the Sellers and the Purchaser right (or the relevant Designated Purchaser), such Non- Assignable Contracts shall be deemed to be assigned and the Purchaser (or the relevant Designated Purchaserproceeds thereof) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, (w) nothing in this Section 5.13 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired, (x) any efforts required of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in no event required after ninety (90) days from the Closing Date, and (y) the Sellers shall have the right, any time after the ninety- (90-) day anniversary of 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 and indemnify and hold each Seller harmless from and against all Liabilities, incurred or asserted, as a result of any actions taken pursuant to this Section 5.13. The Parties acknowledge that 7.3 is prohibited by law, the fact that any assignment provisions of this Section 7.3 shall operate to create a subcontract with VYGP to perform each relevant unassignable VIGC Contract constitutes at a Non- Assignable Contract shall not (i) constitute a breach of any covenant hereunder, (ii) entitle Purchaser to terminate this Agreement or (iii) result in any reduction of the Purchase Price payable hereunder. Any Non-Assignable Contract assigned pursuant subcontract price equal to the terms of this Sectionmonies, rights and other considerations received by VIGC with respect to the performance by VYGP under such subcontract.

Non-Assignable Contracts. (a) To the extent that any Seller 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 Purchaser or a Designated Purchaser at the Closing Closing, (i) without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity), and such Consent cannot be obtained pursuant to Section 2.1.7 or (ii) whether or not Consent is required, without Sellers’ and their Affiliates’ compromising any right, asset or benefit (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 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”), this Agreement will not constitute an 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 their reasonable efforts to (i) cooperate with the Purchaser in connection with any commercially reasonable arrangement to provide the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts that are not licenses of Intellectual Property or Real Estate Leases as the applicable Seller had immediately prior to the Closing, including entering into one or more mutually agreed commercially reasonable 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 ClosingClosing (including paying Cure Costs in order to obtain such Consent). Provided, includingand only for so long as, the arrangements described in clause (i) of the case of Sellers Contracts involving immediately preceding sentence are made such that Purchaser has obtained the sale or provision of Products or Services by a Seller to a customersame interest, using their reasonable best efforts to enter into one or more mutually agreed reasonable Subcontract Agreements. As benefits and rights under any such Non-Assignable Contracts, then, as between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non- Non-Assignable Contracts 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, (w) nothing in this Section 5.13 5.14 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired, (x) any efforts required of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in no event required after ninety (90) days from the Closing Date, and (y) the Sellers shall have the right, any time after the ninety- (90-) day anniversary of 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 and indemnify and hold each Seller harmless from and against all Liabilities, 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 any covenant hereunder, (ii) entitle Purchaser to 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 SectionSection 5.14 shall, when assigned, constitute an Assigned Contract hereunder for all purposes, except under Section 8.3(d), from and after such date.

Non-Assignable Contracts. (a) To the extent that any Seller 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 Purchaser or a Designated Purchaser at the Closing (i) without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity), and such Consent cannot be obtained pursuant to Section 2.1.7 or (ii) whether or not Consent is required, without Sellers’ and their Affiliates’ compromising any right, asset or benefit or 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”), this Agreement will not constitute an 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 their reasonable efforts to (i) cooperate with the Purchaser in connection with any commercially reasonable arrangement 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, in the case of Sellers Contracts involving the sale or provision of Products or Services by a Seller to a customer, using their reasonable best efforts to enter including entering into one or more mutually agreed commercially reasonable 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 paying Cure Costs in order to obtain such Consent). As If, and only for so long as, the arrangements described in clause (i) of the immediately preceding sentence are made such that Purchaser has obtained the same interest, benefits and rights under any such Non-Assignable Contracts, then, as between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non- Non-Assignable Contracts 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, (w) nothing in this Section 5.13 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired, (x) any efforts required of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in no event required after ninety (90) days from the Closing Date, and (y) the Sellers shall have the right, any time after the ninety- (90-) day anniversary of 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 and indemnify and hold each Seller harmless from and against all Liabilities, 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- Non-Assignable Contract by itself shall not (i) constitute a breach of any covenant hereunder, (ii) except as otherwise provided in Section 8.3(c), entitle Purchaser to 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 SectionSection 5.13 shall, when assigned, constitute an Assigned Contract hereunder from and after such date.

Non-Assignable Contracts. (a) To the extent that any Seller 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 Purchaser or a Designated Purchaser at the Closing (i) without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity), and such Consent cannot be obtained pursuant to Section 2.1.7 or (ii) whether or not Consent is required, without Sellers’ and their Affiliates’ compromising any right, asset or benefit (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 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”), this Agreement will not constitute an 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 their reasonable efforts to (i) cooperate with the Purchaser in connection with any commercially reasonable arrangement to provide the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts that are not licenses of Intellectual Property or Real Estate Leases as the applicable Seller had immediately prior to the Closing, including entering into one or more mutually agreed commercially reasonable 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 ClosingClosing (including paying Cure Costs in order to obtain such Consent). Provided, includingand only for so long as, the arrangements described in clause (i) of the case of Sellers Contracts involving immediately preceding sentence are made such that Purchaser has obtained the sale or provision of Products or Services by a Seller to a customersame interest, using their reasonable best efforts to enter into one or more mutually agreed reasonable Subcontract Agreements. As benefits and rights under any such Non-Assignable Contracts, then, as between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non- Non-Assignable Contracts 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, (w) nothing in this Section 5.13 5.14 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired, (x) any efforts required of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in no event required after ninety (90) days from the Closing Date, and (y) the Sellers shall have the right, any time after the ninety- (90-) day anniversary of 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 and indemnify and hold each Seller harmless from and against all Liabilities, 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 any covenant hereunder, (ii) entitle Purchaser to 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 SectionSection 5.14 shall, when assigned, constitute an Assigned Contract hereunder for all purposes except under Section 8.3(c) from and after such date.

Non-Assignable Contracts. (a) To Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment hereunder by CFC IPA to PC Buyer of any Seller Assumed Contract or Permit is not permitted or is not permitted without the consent of any other party to such Assumed Contract or any Seller Consent is not capable of being assigned under Section 365 of the U.S. Bankruptcy Code (orGovernmental Authority, 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 without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity) (collectively, the “Non-Assignable Contracts”), neither this Agreement will not constitute an assignment thereof, or an attempted assignment, unless and until any such Consent is obtained, including any Consents obtained following Closing; provided, however, that nor the Sellers will use their reasonable efforts to cooperate with the Purchaser in any reasonable arrangement 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, in the case Bill of Sellers Contracts involving the sale or provision of Products or Services by a Seller to a customer, using their reasonable best efforts to enter into one or more mutually agreed reasonable Subcontract Agreements. As between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non- Assignable Contracts Sale shall be deemed to be assigned 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 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 Purchaser 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 (or 12) months following the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, (w) nothing in this Section 5.13 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired, (x) any efforts required of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in no event required after ninety (90) days from the Initial Closing Date, cooperate with PC Buyer following the Initial Closing Date in any 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 PC Bxxxx, at the request of and cost and expense of PC Buyer, of any and all rights of CFC IPA thereunder (yincluding rights against any other party thereto arising out of any breach or cancellation of any such Assumed Contract by such other party) the Sellers shall have the rightand, any time after the ninety- (90-) day anniversary of the Closing Dateif requested by PC Bxxxx, at PC Bxxxx’s sole cost and expense, to exercise the extent legally permitted, acting as an agent on behalf of PC Buyer or as PC Buyer shall otherwise reasonably require; provided, that, if PC Buyer is provided the benefits of any right to terminate any Non-Assignable Contract. The Purchaser Assumed Contracts or Permits, then PC Buyer shall assume the Designated PurchaserLiabilities of CFC IPA under such Assumed Contract or Permits, as applicable, shall reimburse the relevant Seller and indemnify and hold each Seller harmless from and against all Liabilities, 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 any covenant hereunder, (ii) entitle Purchaser to terminate this Agreement or (iii) result in any reduction of the Purchase Price payable hereunder. Any Non-Assignable Contract assigned pursuant but only to the terms of this Sectionextent the Liabilities thereunder arise after the Initial Closing Date.

Non-Assignable Contracts. (a) To Notwithstanding anything to the contrary in this Termination Agreement, and subject to the provisions of this Section 6, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Parent or its designee of any Seller Material Contract would require the consent, authorization, approval or any Seller Consent waiver of a person or entity who is not capable a Party to this Termination Agreement or an Affiliate of being assigned under Section 365 of the U.S. Bankruptcy Code (ora Party to this Termination Agreement, if inapplicableand such consent, pursuant to other applicable Laws authorization, approval or the terms of such Contract or Consent) waiver shall not have been obtained prior to the Purchaser or a Designated Purchaser at the Closing without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity) (collectively, the “Non-Assignable Contracts”)Closing, this Termination Agreement will shall not constitute an assignment thereofa sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, unless 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 until 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 Consent is obtainedrequired consent, including authorization, approval or waiver, or any Consents obtained release, substitution or amendment required to assign such Post-Closing Material Contracts as soon as possible following Closing; provided, however, that the Sellers will use their reasonable efforts neither BDSI nor Endo shall be required to cooperate FOIA CONFIDENTIAL TREATMENT REQUESTED BY BIODELIVERY SCIENCES INTERNATIONAL, INC. IRS EMPLOYER IDENTIFICATION NUMBER 00-0000000 ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for which confidential treatment are being requested are denoted with the Purchaser in “***” pay any reasonable arrangement to provide the Purchaser the same interest, benefits and rights under consideration for any such Nonrequired consent, authorization, approval, waiver, or release referenced above. If such consent, authorization, approval, waiver, release, substitution or amendment is obtained for a particular Post-Assignable Contracts as the applicable Seller had immediately Closing Material Contract prior to the Closingexpiration of the Assignment Period, includingEndo shall sell, in the case of Sellers Contracts involving the sale assign, transfer, convey and deliver to Parent or provision of Products or Services by a Seller to a customer, using their reasonable best efforts to enter into one or more mutually agreed reasonable Subcontract Agreements. As between the Sellers and the Purchaser (or its designee the relevant Designated Purchaser)contract to which such consent, such Non- Assignable Contracts shall be deemed to be assigned and the Purchaser (authorization, approval, waiver, release, substitution or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, (w) nothing in this Section 5.13 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired, (x) any efforts required of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in amendment relates for no event required after ninety (90) days from the Closing Date, and (y) the Sellers shall have the right, any time after the ninety- (90-) day anniversary of 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 and indemnify and hold each Seller harmless from and against all Liabilities, 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 any covenant hereunder, (ii) entitle Purchaser to 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 Sectionadditional consideration.

Non-Assignable Contracts. (a) To Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment hereunder by CFC IPA to PC Buyer of any Seller Assumed Contract or Permit is not permitted or is not permitted without the consent of any other party to such Assumed Contract or any Seller Consent is not capable of being assigned under Section 365 of the U.S. Bankruptcy Code (orGovernmental Authority, 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 without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity) (collectively, the “Non-Assignable Contracts”), neither this Agreement will not constitute an assignment thereof, or an attempted assignment, unless and until any such Consent is obtained, including any Consents obtained following Closing; provided, however, that nor the Sellers will use their reasonable efforts to cooperate with the Purchaser in any reasonable arrangement 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, in the case Bill of Sellers Contracts involving the sale or provision of Products or Services by a Seller to a customer, using their reasonable best efforts to enter into one or more mutually agreed reasonable Subcontract Agreements. As between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non- Assignable Contracts Sale shall be deemed to be assigned 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 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 Purchaser 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 (or 12) months following the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, (w) nothing in this Section 5.13 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired, (x) any efforts required of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in no event required after ninety (90) days from the Initial Closing Date, cooperate with PC Buyer following the Initial Closing Date in any 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 PC Xxxxx, at the request of PC Xxxxx, of any and all rights of CFC IPA thereunder (yincluding rights against any other party thereto arising out of any breach or cancellation of any such Assumed Contract by such other party) the Sellers shall have the rightand, any time after the ninety- (90-) day anniversary of the Closing Dateif requested by PC Buyer, to exercise the extent legally permitted, acting as an agent on behalf of PC Xxxxx or as PC Buyer shall otherwise reasonably require; provided, that, if PC Buyer is provided the benefits of any right to terminate any Non-Assignable Contract. The Purchaser Assumed Contracts or Permits, then PC Buyer shall assume the Designated PurchaserLiabilities of CFC IPA under such Assumed Contract or Permits, as applicable, shall reimburse the relevant Seller and indemnify and hold each Seller harmless from and against all Liabilities, 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 any covenant hereunder, (ii) entitle Purchaser to terminate this Agreement or (iii) result in any reduction of the Purchase Price payable hereunder. Any Non-Assignable Contract assigned pursuant but only to the terms of this Sectionextent the Liabilities thereunder arise after the Initial Closing Date.”

Non-Assignable Contracts. 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 Leased Premises that is, by its valid terms or by law, nonassignable (aor 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 (a “Non-Assignable Contract”). To the extent that any Seller Contract or any Seller Consent is not capable such consent (each a “Third-Party Consent”) in respect 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 without the Consent of the issuer thereof or the other party thereto or any Third Party (including novation of) a Government Entity) (collectively, the “Non-Assignable Contracts”)Contract shall not have been obtained on or before the Closing Date, this Agreement will not constitute an assignment thereofPurchaser shall proceed with the Closing, or an attempted assignment, unless Seller and until Purchaser shall continue to use their best good faith efforts to obtain any such Third-Party Consent is or novation after the Closing Date and Purchaser shall be delegated the point person for the negotiation and obtaining of any and all such consents, until such time as they shall have been obtained, including any Consents obtained following Closing; provided, however, that the Sellers will use their reasonable efforts parties agree to work cooperatively so that all consents can be obtained (and novations shall be entered into) no later than three (3) months after the Closing Date. Seller and Purchaser shall cooperate with the Purchaser in any reasonable arrangement reasonably satisfactory to Purchaser to provide that Purchaser shall obtain Seller’s interest in, including the claims, rights and benefits of, and shall assume the corresponding obligations of, Seller under 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 undertake to pay, perform or satisfy the same interestcorresponding 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, benefits and rights (b) Seller shall promptly pay to Purchaser, when received, all moneys received by Seller under any such Non-Assignable Contracts as 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 Seller had immediately prior to the Closingconsent, including, transfer and similar fees). Nothing contained in the case of Sellers Contracts involving the sale this Section or in any other provision of Products or Services by a Seller to a customer, using their reasonable best efforts to enter into one or more mutually agreed reasonable Subcontract Agreements. As between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non- Assignable Contracts this Agreement 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, (w) nothing in this Section 5.13 shall require any Seller constitute an agreement to renew, modify or amend any Non-Assignable Contract once it has expired, (x) any efforts required of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in no event required after ninety (90) days exclude from the Closing Date, and (y) the Sellers shall have the right, Acquired Assets any time after the ninety- (90-) day anniversary of the Closing Date, contracts as to exercise any right to terminate any Non-Assignable Contract. The Purchaser or the Designated Purchaser, as applicable, shall reimburse the relevant Seller and indemnify and hold each Seller harmless from and against all Liabilities, 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 any covenant hereunder, (ii) entitle Purchaser to 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 Sectionwhich such consent may be necessary.

Non-Assignable Contracts. 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, (ai) TSC shall continue to be bound thereby and the purported 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, and (ii) unless not permitted by the terms thereof or by law, eLoyalty shall pay, perform and discharge fully all of the obligations of TSC thereunder from and after the 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. TSC shall, without 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 in this Section 7.3 only ----------- as reasonably directed by eLoyalty and at eLoyalty's expense. If and when any such consent shall be obtained 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 extent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further consideration, and eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the assignment of any Seller Contract Contract, lease, license 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 without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity) (collectively, the “Non-Assignable Contracts”), this Agreement will not constitute an 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 their reasonable efforts to cooperate with the Purchaser in any reasonable arrangement 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, in the case of Sellers Contracts involving the sale or provision of Products or Services by a Seller to a customer, using their reasonable best efforts to enter into one or more mutually agreed reasonable Subcontract Agreements. As between the Sellers and the Purchaser right (or the relevant Designated Purchaser), such Non- Assignable Contracts shall be deemed to be assigned and the Purchaser (or the relevant Designated Purchaserproceeds thereof) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, (w) nothing in this Section 5.13 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired, (x) any efforts required of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in no event required after ninety (90) days from the Closing Date, and (y) the Sellers shall have the right, any time after the ninety- (90-) day anniversary of 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 and indemnify and hold each Seller harmless from and against all Liabilities, incurred or asserted, as a result of any actions taken pursuant to this Section 5.13. The Parties acknowledge that 7.3 is ----------- prohibited by law, the fact that any assignment provisions of this Section 7.3 shall operate ----------- to create a subcontract with eLoyalty to perform each relevant unassignable TSC Contract constitutes at a Non- Assignable Contract shall not (i) constitute a breach of any covenant hereunder, (ii) entitle Purchaser to terminate this Agreement or (iii) result in any reduction of the Purchase Price payable hereunder. Any Non-Assignable Contract assigned pursuant subcontract price equal to the terms of this Sectionmonies, rights and other considerations received by TSC with respect to the performance by eLoyalty under such subcontract.

Non-Assignable Contracts. (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) Anything in this Agreement to the Purchaser contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assigned Contract if an attempted assignment thereof, without consent of a Third Party thereto that has not been received, would constitute a breach or a Designated Purchaser at the Closing without the Consent of the issuer other contravention thereof or in any way adversely affect the other party thereto rights of Deverra or any Third Party Coeptis thereunder (including each, a Government Entity) (collectively, the “Non-Assignable ContractsContract”). Xxxxxxx shall, this Agreement will not constitute an assignment thereofat Xxxxxxx’s sole cost and expense, or an attempted assignment, unless and until any such Consent is obtained, including any Consents obtained following Closing; provided, however, that obtain the Sellers will use their reasonable efforts consent of the other parties to cooperate with the Purchaser in any reasonable arrangement to provide the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts Contract for the assignment thereof to Coeptis. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Deverra thereunder so that Coeptis would not in fact receive all rights under such Non-Assignable Contract, then, notwithstanding anything to the contrary in this Agreement, (a) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Contract, and (i) Deverra shall use its Commercially Reasonable Efforts to obtain such consent as soon as possible after the applicable Seller had immediately Closing Date and (ii) Coeptis shall cooperate, to the extent commercially reasonable, with Deverra in its efforts to obtain such consent; and (b) at Coeptis’ election prior to the Closing, including(i) the Non-Assignable Contract shall not constitute a Purchased Asset and Coeptis shall have no obligation with respect to any such Non-Assignable Contract or any liability with respect thereto or (ii) Deverra shall use its Commercially Reasonable Efforts to obtain for Coeptis substantially all of the practical benefit of such Non-Assignable Contract, including by (i) entering into appropriate and reasonable alternative arrangements on terms mutually and reasonably agreeable to Xxxxxxx and Coeptis and (ii) subject to the consent and control of Coeptis, enforcement of any and all rights of Deverra against the Third Party thereto arising out of the breach or cancellation thereof by such Third Party or otherwise. Nothing contained in the case of Sellers Contracts involving the sale or provision of Products or Services by a Seller to a customer, using their reasonable best efforts to enter into one or more mutually agreed reasonable Subcontract Agreements. As between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non- Assignable Contracts this Section 3.2.3 shall be deemed to be assigned limit or modify the representations and the Purchaser (or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, (w) nothing warranties of Deverra contained in this Section 5.13 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired, (x) any efforts required 4 of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in no event required after ninety (90) days from the Closing Date, and (y) the Sellers shall have the right, any time after the ninety- (90-) day anniversary of 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 and indemnify and hold each Seller harmless from and against all Liabilities, 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 any covenant hereunder, (ii) entitle Purchaser to terminate this Agreement or (iii) result limit Coeptis’ rights to make claims for breaches of or inaccuracies in any reduction of the Purchase Price payable hereunder. Any Non-Assignable Contract assigned such representations or warranties pursuant to the terms Section 6 of this SectionAgreement.