Common use of Non-Assigned Contracts Clause in Contracts

Non-Assigned Contracts. Notwithstanding anything contained in this Agreement: (a) To the extent that assignment by either of the Companies to either of the Purchasers of any Assumed Contract is not permitted or is not permitted without the consent of a third party, this Agreement and the Company Ancillary Documents shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach of or cause a loss of benefits thereunder. The Parties shall use commercially reasonable efforts (other than the payment of money or the deposit of funds) to obtain any and all such third party consents. (b) If and to the extent that any required third party consent is unable to be obtained as contemplated by Section 5.5(a) prior to the Closing, such Company party to any such Assumed Contract shall continue to be bound by such Assumed Contract (each, a “Non-Assigned Contract”). In such event, the Companies and the Purchasers shall cooperate in creating a reasonable arrangement designed to provide the benefits of such Non-Assigned Contract to the Purchasers. Pursuant to such arrangement, (i) the Purchasers shall perform the obligations of the Companies under any such Non-Assigned Contract from and after the Closing Date, (ii) the Companies shall, without further consideration therefor, pay and remit to the Purchasers promptly any monies, rights and other consideration received in respect of such Non-Assigned Contract performance, (iii) the Companies shall exercise or exploit its rights and options under all such Non-Assigned Contracts only as directed by the Purchasers, and (iv) the Purchasers shall indemnify the Companies against any third party claims, damages, taxes, costs, expenses or losses incurred by the Companies arising from the Companies’ not having obtained such third party’s consent to the assignment of such Non-Assigned Contract or from the Purchasers’ failure to perform the obligations of the Companies in accordance with such Non-Assigned Contract after the Closing Date. Notwithstanding anything contained herein to the contrary, in the event that the Purchasers have been notified or otherwise become aware that any third party objects to such arrangement with respect to a Non-Assigned Contract, the Purchasers shall not be required to create an arrangement described in this Section 5.5(b) with respect to such Non-Assigned Contract, but the Purchasers and the Companies shall work cooperatively in developing an alternative strategy with the intent of preserving such Non-Assigned Contract while the consent is being sought. (c) Following the Closing, the Member and the Companies, on the one hand, and the Purchaser, on the other hand, shall all continue to use commercially reasonable efforts (other than the payment of money or deposit of funds) to obtain the third party consent with respect to each Non-Assigned Contract. If and when any such third party consent shall be obtained or any such Non-Assigned Contract shall otherwise be assignable, the Companies shall promptly assign all of their respective rights and obligations thereunder or in connection therewith to the Purchasers without payment of further consideration therefor (other than as expressly provided for in Section 2.2(c) hereof).

Non-Assigned Contracts. Notwithstanding anything contained in this Agreement: (a) To In the extent that assignment by either of the Companies to either of the Purchasers of any Assumed Contract is not permitted or is not permitted without the consent of a third party, this Agreement and the Company Ancillary Documents shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach of or cause a loss of benefits thereunder. The Parties shall use commercially reasonable efforts (other than the payment of money or the deposit of funds) to obtain any and all such third party consents. (b) If event and to the extent that the Company is not able to obtain any required third third-party consent is unable required to be obtained as contemplated by Section 5.5(a) prior transfer and assign in full to the ClosingBuyer any and all of its rights, such Company party title and interest in and to any such Assumed Contract shall continue to be bound by such Assumed Contract (each, other than a Contract that is an Excluded Asset or an Excluded Liability) (a “Non-Assigned Contract”). In , notwithstanding the provisions of Section 2.1, and Buyer does not exercise its right to terminate this Agreement, such eventnon-assignment shall not constitute a breach of this Agreement (but may constitute a failure of a condition) and shall not constitute a transfer and assignment of such Non-Assigned Contract, the Companies and the Purchasers Company shall cooperate hold such Non-Assigned Contract in creating a reasonable arrangement designed trust for the benefit of Buyer pending such time as the Non-Assigned Contract can be transferred to provide Buyer; provided, however, that until such Non-Assigned Contract is assigned to Buyer and if the Company is otherwise in material compliance with this Section 6.3 (including by providing the benefits of such Non-Assigned Contract to Buyer in accordance with this Section 6.3), then Buyer shall be responsible for causing the Purchasers. Pursuant to such arrangement, (i) the Purchasers shall perform the performance in all material respects of all obligations of the Companies Company under any such Non-Assigned Contract from and after Contract, including payment obligations to the Closing Date, (ii) the Companies shallextent Buyer shall be notified reasonably in advance thereof. The Company, without further consideration therefortherefor from Buyer, pay shall pay, assign and remit to the Purchasers promptly any Buyer immediately after receipt thereof all monies, rights and other consideration or payments received in respect of any such Non-Assigned Contract. Following the Closing, the Company shall manage such Non-Assigned Contract performanceas reasonably directed by Buyer. The Company shall use its reasonable best efforts to obtain any required third-party consents and assign and transfer in full all of its right, (iii) the Companies shall exercise or exploit its rights title and options under all such interest in and to each Non-Assigned Contracts only Contract as directed by soon as practicable after the PurchasersClosing. Upon the receipt of any such consent, the Company shall promptly assign and (iv) the Purchasers shall indemnify the Companies against any third party claimstransfer all of its right, damages, taxes, costs, expenses or losses incurred by the Companies arising from the Companies’ not having obtained such third party’s consent title and interest in and to the assignment of such Non-Assigned Contract or from the Purchasers’ failure to perform the obligations Buyer in full, without payment of the Companies in accordance with further consideration by Buyer, and Buyer shall assume such Non-Assigned Contract after the Closing Date. Notwithstanding anything contained herein (to the contrary, in the event that the Purchasers have been notified or otherwise become aware that any third party objects to such arrangement extent required under this Agreement with respect to a Non-Assigned Contractany Assumed Liability) and receive all such right, the Purchasers shall not be required to create an arrangement described title and interest in this Section 5.5(b) with respect and to such Non-Assigned Contract, but the Purchasers and the Companies shall work cooperatively in developing an alternative strategy with the intent of preserving such Non-Assigned Contract while the consent is being sought. (c) Following the Closing, the Member and the Companies, on the one hand, and the Purchaser, on the other hand, shall all continue to use commercially reasonable efforts (other than the payment of money or deposit of funds) to obtain the third party consent with respect to each Non-Assigned Contract. If and when any such third party consent shall be obtained or any such Non-Assigned Contract shall otherwise be assignable, the Companies shall promptly assign all of their respective rights and obligations thereunder or in connection therewith to the Purchasers without payment of further consideration therefor (other than as expressly provided for in Section 2.2(c) hereof).

Non-Assigned Contracts. Notwithstanding anything contained in this Agreement: (a) To In the extent that assignment by either of the Companies to either of the Purchasers of any Assumed Contract is not permitted or is not permitted without the consent of a third party, this Agreement and the Company Ancillary Documents shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach of or cause a loss of benefits thereunder. The Parties shall use commercially reasonable efforts (other than the payment of money or the deposit of funds) to obtain any and all such third party consents. (b) If event and to the extent that a Company is not able to obtain any required third party consent is unable required to be obtained as contemplated by Section 5.5(a) prior transfer and assign in full to the ClosingBuyer any and all of its rights, such Company party title and interest in and to any such Assumed Contract shall continue to be bound by such Assumed Contract (each, other than a Contract that is an Excluded Asset or an Excluded Liability) (a “Non-Assigned Contract”). In , notwithstanding the provisions of Section 2.1, and Buyer does not exercise its right to terminate this Agreement, such eventnon-assignment shall not constitute a breach of this Agreement (but may constitute a failure of a condition) and shall not constitute a transfer and assignment of such Non-Assigned Contract, and such Company shall hold such Non-Assigned Contract in trust for the Companies benefit of Buyer pending such time as the Non-Assigned Contract can be transferred to Buyer; provided, however, that until such Non-Assigned Contract is assigned to Buyer and the Purchasers shall cooperate if such Company is otherwise in creating a reasonable arrangement designed to provide material compliance with this Section 6.10 (including by providing the benefits of such Non-Assigned Contract to Buyer in accordance with this Section 6.10), then Buyer shall be responsible for causing the Purchasers. Pursuant to such arrangement, (i) the Purchasers shall perform the performance in all material respects of all obligations of the Companies such Company under any such Non-Assigned Contract from and after Contract, including payment obligations to the Closing Date, (ii) the Companies shallextent Buyer shall be notified reasonably in advance thereof. Such Company, without further consideration therefortherefor from Buyer, pay shall pay, assign and remit to the Purchasers promptly any Buyer immediately after receipt thereof all monies, rights and other consideration or payments received in respect of any such Non-Assigned Contract. Following the Closing, such Company shall manage such Non-Assigned Contract performanceas reasonably directed by Buyer. Such Company shall use its reasonable best efforts to obtain any required third party consents and assign and transfer in full all of its right, (iii) the Companies shall exercise or exploit its rights title and options under all such interest in and to each Non-Assigned Contracts only Contract as directed by soon as practicable after the PurchasersClosing. Upon the receipt of any such consent, such Company shall promptly assign and (iv) the Purchasers shall indemnify the Companies against any third party claimstransfer all of its right, damages, taxes, costs, expenses or losses incurred by the Companies arising from the Companies’ not having obtained such third party’s consent title and interest in and to the assignment of such Non-Assigned Contract or from the Purchasers’ failure to perform the obligations Buyer in full, without payment of the Companies in accordance with further consideration by Buyer, and Buyer shall assume such Non-Assigned Contract after the Closing Date. Notwithstanding anything contained herein (to the contrary, in the event that the Purchasers have been notified or otherwise become aware that any third party objects to such arrangement extent required under this Agreement with respect to a Non-Assigned Contractany Assumed Liability) and receive all such right, the Purchasers shall not be required to create an arrangement described title and interest in this Section 5.5(b) with respect and to such Non-Assigned Contract, but the Purchasers and the Companies shall work cooperatively in developing an alternative strategy with the intent of preserving such Non-Assigned Contract while the consent is being sought. (c) Following the Closing, the Member and the Companies, on the one hand, and the Purchaser, on the other hand, shall all continue to use commercially reasonable efforts (other than the payment of money or deposit of funds) to obtain the third party consent with respect to each Non-Assigned Contract. If and when any such third party consent shall be obtained or any such Non-Assigned Contract shall otherwise be assignable, the Companies shall promptly assign all of their respective rights and obligations thereunder or in connection therewith to the Purchasers without payment of further consideration therefor (other than as expressly provided for in Section 2.2(c) hereof).

Non-Assigned Contracts. Notwithstanding anything contained in this Agreement: (a) To In the extent that assignment by either of the Companies to either of the Purchasers of any Assumed Contract is not permitted or is not permitted without the consent of a third party, this Agreement and the Company Ancillary Documents shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach of or cause a loss of benefits thereunder. The Parties shall use commercially reasonable efforts (other than the payment of money or the deposit of funds) to obtain any and all such third party consents. (b) If event and to the extent that Seller is not able to obtain any required third party consent is unable required to be obtained as contemplated by Section 5.5(a) prior transfer and assign in full to the ClosingPurchaser any and all its rights, such Company party title and interest in and to any such Assumed Contract shall continue to be bound by such Assumed Contract (each, other than a Contract that is an Excluded Asset or an Excluded Liability) (a “Non-Assigned Contract”). In , notwithstanding the provisions of Section 2.1, such eventnon-assignment shall not constitute a breach of this Agreement and shall not constitute a transfer and assignment of such Non-Assigned Contract, and Seller shall hold such Non-Assigned Contract in trust for the Companies benefit of Purchaser pending such time as the Non-Assigned Contract can be transferred to Purchaser; provided, however, that until such Non-Assigned Contract is assigned to Purchaser and the Purchasers shall cooperate if Seller is otherwise in creating a reasonable arrangement designed to provide material compliance with this Section 6.4 (including by providing the benefits of such Non-Assigned Contract to Purchaser in accordance with this Section 6.4), then Purchaser shall be responsible for causing the Purchasers. Pursuant to such arrangement, (i) the Purchasers shall perform the performance in all material respects of all obligations of the Companies Seller under any such Non-Assigned Contract from and after Contract, including payment obligations to the Closing Date, (ii) the Companies shallextent Purchaser shall be notified reasonably in advance thereof. Seller, without further consideration therefortherefor from Purchaser, pay shall pay, assign and remit to the Purchasers promptly any Purchaser immediately after receipt thereof all monies, rights and other consideration or payments received in respect of any such Non-Assigned Contract. Following the Closing, Seller shall manage such Non-Assigned Contract performanceas reasonably directed by Purchaser. Seller shall use its commercially reasonable best efforts to obtain any required third party consents and assign and transfer in full all of its right, (iii) the Companies shall exercise or exploit its rights title and options under all such interest in and to each Non-Assigned Contracts only Contract as directed by soon as practicable after the PurchasersClosing. Upon the receipt of any such consent, Seller shall promptly assign and (iv) the Purchasers shall indemnify the Companies against any third party claimstransfer all of its right, damages, taxes, costs, expenses or losses incurred by the Companies arising from the Companies’ not having obtained such third party’s consent title and interest in and to the assignment of such Non-Assigned Contract or from the Purchasers’ failure to perform the obligations Purchaser in full, without payment of the Companies in accordance with further consideration by Purchaser, and Purchaser shall assume such Non-Assigned Contract after the Closing Date. Notwithstanding anything contained herein (to the contrary, in the event that the Purchasers have been notified or otherwise become aware that any third party objects to such arrangement extent required under this Agreement with respect to a Non-Assigned Contractany Assumed Liability) and receive all such right, the Purchasers shall not be required to create an arrangement described title and interest in this Section 5.5(b) with respect and to such Non-Assigned Contract, but the Purchasers and the Companies shall work cooperatively in developing an alternative strategy with the intent of preserving such Non-Assigned Contract while the consent is being sought. (c) Following the Closing, the Member and the Companies, on the one hand, and the Purchaser, on the other hand, shall all continue to use commercially reasonable efforts (other than the payment of money or deposit of funds) to obtain the third party consent with respect to each Non-Assigned Contract. If and when any such third party consent shall be obtained or any such Non-Assigned Contract shall otherwise be assignable, the Companies shall promptly assign all of their respective rights and obligations thereunder or in connection therewith to the Purchasers without payment of further consideration therefor (other than as expressly provided for in Section 2.2(c) hereof).

Non-Assigned Contracts. Notwithstanding anything contained in this Agreement: (a) To the extent that assignment by either of the Companies to either of the Purchasers Purchaser of any Assumed Contract is not permitted or is not permitted without the consent of a third party, this Agreement and the Company Ancillary Documents shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach of or cause a loss of benefits thereunder. The Parties shall use commercially reasonable efforts (other than the payment of money or the deposit of funds) to obtain any and all such third party consents. (b) If and to the extent that any required third party consent is unable to be obtained as contemplated by Section 5.5(a) prior to the Closing5.1(a), such Company party to any such Assumed Contract shall continue to be bound by any such Assumed Contract (each, a “Non-Assigned Contract”). In such event, to the Companies and extent the Purchasers Purchaser deems reasonably necessary, (i) such Company shall cooperate in creating a reasonable arrangement designed to provide make the benefits benefit of such Non-Assigned Contract available to the PurchasersPurchaser, and (ii) the assignment provisions of this Agreement shall operate to the extent permitted by law and the applicable Non-Assigned Contract to create a subcontract, sublease or sublicense with the Purchaser to perform each relevant Non-Assigned Contract at a price equal to the monies, rights and other consideration receivable or payable by such Company with respect to the performance by or enjoyment of the Purchaser under such subcontract, sublease or sublicense. Pursuant to To the extent such arrangementbenefit is made available and/or such subcontract, sublease or sublicense is created, (i1) the Purchasers Purchaser shall pay, perform the and discharge fully all obligations of the Companies such Company under any such Non-Assigned Contract from and after the Closing Date, (ii2) the Companies such Company shall, without further consideration therefor, pay and remit to the Purchasers Purchaser promptly any monies, rights and other consideration received in respect of such Non-Assigned Contract performance, and (iii3) the Companies such Company shall exercise or exploit its rights and options under all such Non-Assigned Contracts only as directed by the Purchasers, Purchaser and (iv) at the Purchasers shall indemnify the Companies against any third party claims, damages, taxes, costs, expenses or losses incurred by the Companies arising from the Companies’ not having obtained such third partyPurchaser’s consent to the assignment of such Non-Assigned Contract or from the Purchasers’ failure to perform the obligations of the Companies in accordance with such Non-Assigned Contract after the Closing Date. Notwithstanding anything contained herein to the contrary, in the event that the Purchasers have been notified or otherwise become aware that any third party objects to such arrangement with respect to a Non-Assigned Contract, the Purchasers shall not be required to create an arrangement described in this Section 5.5(b) with respect to such Non-Assigned Contract, but the Purchasers and the Companies shall work cooperatively in developing an alternative strategy with the intent of preserving such Non-Assigned Contract while the consent is being soughtexpense. (c) Following the Closing, the Member and the Companies, on the one hand, and the Purchaser, on the other hand, shall all continue to use commercially reasonable efforts (other than the payment of money or deposit of funds) to obtain the third party consent with respect to each Non-Assigned Contract. If and when any such third party consent contemplated by Section 5.1(a) and Section 5.1(b) shall be obtained or any such Non-Assigned Contract shall otherwise be assignable, the Companies such Company shall promptly assign all of their respective its rights and obligations thereunder or in connection therewith to the Purchasers Purchaser without payment of further consideration therefor therefor. (d) With respect to each employment agreement, written term sheet or other than as expressly provided for document describing the terms and/or conditions of employment by any of the Companies of any Transferred Employee, the Companies hereby agree to (i) upon the written request of the Purchaser, promptly terminate such employment agreement, written term sheet or other document, and (ii) not exercise any of their rights under such employment agreement, written term sheet or other document unless requested in Section 2.2(c) hereof)writing by the Purchaser.

Non-Assigned Contracts. Notwithstanding anything contained in this Agreement: (a) To Subject in all instances to Section 7.17, Purchaser acknowledges that, in connection with the extent that assignment by either consummation of the Companies to either of transactions contemplated hereby, certain Contracts between a Seller, on the Purchasers of any Assumed Contract is not permitted or is not permitted without the consent of one hand, and a third party, this Agreement on the other hand, that are included in the Purchased Assets, require such third party’s Consent to the assignment of such Contracts. The Sellers shall use reasonable best efforts to cooperate with Purchaser to obtain the Consent required to sell, assign, convey, deliver or transfer any other Purchased Asset, and to obtain the Company Ancillary Documents unconditional release of Sellers so that the Purchaser Entities shall not be deemed solely responsible for the Liabilities associated therewith. Subject in all instances to constitute an undertaking to assign the same Section 7.17, if such consent any required Consent for any assignment of any Contract that is a Purchased Asset is not given or if such an undertaking otherwise would constitute a breach of or cause a loss of benefits thereunder. The Parties shall use commercially reasonable efforts (other than the payment of money or the deposit of funds) to obtain any and all such third party consents. (b) If and to the extent that any required third party consent is unable to be obtained as contemplated by Section 5.5(a) prior to the Closing, such Company party to any such Assumed Contract shall continue to be bound by such Assumed Contract Closing (each, a “Non-Assigned Contract”). In such event” and collectively, the Companies and the Purchasers shall cooperate in creating a reasonable arrangement designed to provide the benefits of such “Non-Assigned Contract to Contracts” which, for the Purchasers. Pursuant to such arrangementavoidance of doubt, shall not include any Bundled Contracts), then, until the earliest of (i) such time as such Consent or Consents are obtained, (ii) the Purchasers shall perform the obligations expiration of the Companies under term of such Contract in accordance with its current term or the execution of a replacement Contract following the Closing by Purchaser or its Affiliates and the date that is one (1) year following Closing (such earlier date, the “Applicable End Date”), the Sellers shall use reasonable best efforts to cooperate with Purchaser to the extent permitted by Law in any arrangement reasonably necessary to (x) provide Purchaser, to the fullest extent practicable, the claims, rights and benefits of any such Non-Assigned Contract Purchased Assets, (y) subject to the last sentence of this Section 2.4(a), cause Purchaser to assume and bear all Liabilities thereunder from and after the Closing Datein accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement) and (z) enforce for the benefit of Purchaser any and all rights of Sellers and their Affiliates thereunder (including rights against any other party thereto arising out of any breach or cancellation of any such Contract by such other party); provided, that, subject to the last sentence of this Section 2.4(a), notwithstanding anything herein to the contrary, neither the Company, the Sellers nor any of their Affiliates will have any obligation to pay any consideration, offer or grant any financial accommodation or other benefit, release any claim or right or subject itself to any Liability in connection with the foregoing. In furtherance of the foregoing, Purchaser will promptly pay, perform or discharge when due any Liability (including any liability for Taxes) arising thereunder or with respect thereto after the Closing; provided that the Sellers shall reasonably cooperate in facilitating Purchaser’s compliance with the foregoing clause, including by promptly providing copies of invoices with respect to any payment obligations and, to the extent reasonably necessary, making such payments on behalf of Purchaser (subject to Purchaser’s prompt reimbursement of Seller therefor). Notwithstanding anything in this Agreement to the contrary, (i) subject to the last sentence of this Section 2.4(a), the foregoing shall not include any requirement or obligation of the Company, the Seller Subsidiaries or any of its Affiliates to pay any consideration, offer or grant any financial accommodation or other benefit, release any claim or right or subject itself to any Liability, (ii) the Companies shall, without further consideration therefor, pay and remit to foregoing shall not include any requirement or obligation of the Purchasers promptly any monies, rights and other consideration received Company in respect of such Non-Assigned any Bundled Contract performance, and (iii) nothing in this Agreement shall be construed as an attempt to assign any agreement or other instrument that is by its terms non-assignable without the Companies shall exercise or exploit its rights and options under all such Non-Assigned Contracts only as directed by the Purchasers, and (iv) the Purchasers shall indemnify the Companies against any third party claims, damages, taxes, costs, expenses or losses incurred by the Companies arising from the Companies’ not having obtained such third party’s consent to the assignment of such Non-Assigned Contract or from the Purchasers’ failure to perform the obligations of the Companies in accordance with such Non-Assigned Contract after the Closing Dateother party. Notwithstanding anything contained herein to the contrary, in to the event that the Purchasers have been notified or otherwise become aware extent that any third party objects Non-Assigned Contract relates to any shared engineering related services that are material to the operations of the Business, and the obtaining of such arrangement Consent results in any Liability or additional costs to Purchaser, then Sellers and Purchaser shall each bear one-half of such Liabilities or additional costs. (b) From and after the Closing until the Applicable End Date with respect regard to a Non-Assigned Contract, the Purchasers shall for so long as Seller is not be required in breach of its obligations pursuant to create an arrangement described in this Section 5.5(b) 2.4 with respect to such Non-Assigned Contract, but the Purchasers Purchaser shall pay, perform and the Companies shall work cooperatively discharge, in developing an alternative strategy a timely manner and in accordance with the intent terms thereof, any obligations of preserving the Sellers or its Affiliates to the extent arising out of, in connection with or relating to any Non-Assigned Contract. In addition, from and after the Closing until the Applicable End Date with regard to a Non-Assigned Contract, for so long as Seller is not in breach of its obligations with respect to such Non-Assigned Contract while pursuant to this Section 2.4, Purchaser shall indemnify, defend and hold harmless the consent Sellers and its Affiliates from any claim of breach or non-fulfillment of Business services under any Non-Assigned Contract that is being sought(i) a master services agreement or similar agreement pursuant to which both Business services and other services are provided, or (ii) an agreement signed by a Seller or its Affiliates pursuant to which Business services are provided. (c) Following the ClosingThe Sellers will not amend, the Member and the Companiesmodify, on the one handextend, and the Purchaser, on the other hand, shall all continue to use commercially reasonable efforts (other than the payment of money terminate or deposit of funds) to obtain the third party grant any consent or waiver in connection with respect to each Non-Assigned Contract. If and when any such third party consent shall be obtained or any such Non-Assigned Contract in a manner that adversely affects the terms and conditions of the Non-Assigned Contract without the prior written consent of the Purchaser Entities. (d) To the extent any such Consent is not obtained or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Bill of Sale, Assignment and Assumption Agreement shall otherwise be assignable, the Companies shall promptly assign all constitute an assignment or an attempted assignment of their respective rights and obligations thereunder or in connection therewith to the Purchasers without payment of further consideration therefor (other than as expressly provided for in Section 2.2(c) hereof)such Contract.

Non-Assigned Contracts. Notwithstanding anything contained in this Agreement: (a) To the extent that assignment by either of the Companies SDS or DD&C to either of the Purchasers PRGX LLC of any Assumed Company Contract is not permitted or is not permitted without the consent of a third party, this Agreement and the Company Ancillary Documents shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach of or cause a loss of benefits thereunder. The Parties shall use commercially reasonable efforts (other than the payment of money or the deposit of funds) to obtain any and all such third party consents. (b) If and to the extent that any required third party consent is unable to be obtained as contemplated by Section 5.5(a) prior to the Closing5.1(a), such Company party to any such Assumed Contract SDS or DD&C, as applicable, shall continue to be bound by any such Assumed Company Contract (each, a “Non-Assigned Contract”). In such event, to the Companies and maximum extent permitted by law or the Purchasers terms of the Non-Assigned Contract, (i) such Company shall cooperate in creating a reasonable arrangement designed to provide make the benefits benefit of such Non-Assigned Contract available to PRGX LLC, and (ii) the assignment provisions of this Agreement shall operate to the Purchasersextent permitted by law or the applicable Non-Assigned Contract to create a subcontract, sublease or sublicense with PRGX LLC to perform each relevant Non-Assigned Contract at a price equal to the monies, rights and other consideration receivable or payable by such Company with respect to the performance by or enjoyment of PRGX LLC under such subcontract, sublease or sublicense. Pursuant to To the extent such arrangementbenefit is made available and/or such subcontract, sublease or sublicense is created, (i1) the Purchasers PRGX LLC shall pay, perform the and discharge fully all obligations of the Companies such Company under any such Non-Assigned Contract from and after the Closing Date, (ii2) the Companies such Company shall, without further consideration therefor, pay and remit to the Purchasers PRGX LLC promptly any monies, rights and other consideration received in respect of such Non-Assigned Contract performance, and (iii3) the Companies such Company shall exercise or exploit its rights and options under all such Non-Assigned Contracts only as directed by the Purchasers, PRGX LLC and (iv) the Purchasers shall indemnify the Companies against any third party claims, damages, taxes, costs, expenses or losses incurred by the Companies arising from the Companies’ not having obtained such third partyat PRGX LLC’s consent to the assignment of such Non-Assigned Contract or from the Purchasers’ failure to perform the obligations of the Companies in accordance with such Non-Assigned Contract after the Closing Date. Notwithstanding anything contained herein to the contrary, in the event that the Purchasers have been notified or otherwise become aware that any third party objects to such arrangement with respect to a Non-Assigned Contract, the Purchasers shall not be required to create an arrangement described in this Section 5.5(b) with respect to such Non-Assigned Contract, but the Purchasers and the Companies shall work cooperatively in developing an alternative strategy with the intent of preserving such Non-Assigned Contract while the consent is being soughtexpense. (c) Following the Closing, the Member and the Companies, on the one hand, and the Purchaser, on the other hand, shall all continue to use commercially reasonable efforts (other than the payment of money or deposit of funds) to obtain the third party consent with respect to each Non-Assigned Contract. If and when any such third party consent contemplated by Section 5.1(a) and Section 5.1(b) shall be obtained or any such Non-Assigned Contract shall otherwise be assignable, the Companies such Company shall promptly assign all of their respective its rights and obligations thereunder or in connection therewith to the Purchasers PRGX LLC without payment of further consideration therefor (other than as expressly provided for in Section 2.2(c) hereof)therefor.

Non-Assigned Contracts. Notwithstanding anything contained in this Agreement: (a) To In the extent that assignment by either of the Companies to either of the Purchasers of any Assumed Contract is not permitted or is not permitted without the consent of a third party, this Agreement and the Company Ancillary Documents shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach of or cause a loss of benefits thereunder. The Parties shall use commercially reasonable efforts (other than the payment of money or the deposit of funds) to obtain any and all such third party consents. (b) If event and to the extent that Seller is not able to obtain any required third party consent is unable required to be obtained as contemplated by Section 5.5(a) prior transfer and assign in full to the ClosingPurchaser any and all its rights, such Company party title and interest in and to any such Assumed Contract shall continue to be bound by such Assumed Contract (each, a “Non-Assigned Contract”). In , notwithstanding the provisions of Section 2.1, such eventnon-assignment shall not constitute a breach of this Agreement and shall not constitute a transfer and assignment of such Non-Assigned Contract, and Seller shall hold such Non-Assigned Contract in trust for the Companies benefit of Purchaser pending such time as the Non-Assigned Contract can be transferred to Purchaser; provided, however, that until such Non-Assigned Contract is assigned to Purchaser and the Purchasers shall cooperate if Seller is otherwise in creating a reasonable arrangement designed to provide material compliance with this Section 6.2 (including by providing the benefits of such Non-Assigned Contract to Purchaser in accordance with this Section 6.2), then Purchaser shall be responsible for causing the Purchasers. Pursuant to such arrangement, (i) the Purchasers shall perform the performance in all material respects of all obligations of the Companies Seller under any such Non-Assigned Contract from and after Contract, including payment obligations to the Closing Date, (ii) the Companies shallextent Purchaser shall be notified reasonably in advance thereof. Seller, without further consideration therefortherefor from Purchaser, pay shall pay, assign and remit to the Purchasers promptly any Purchaser immediately after receipt thereof all monies, rights and other consideration or payments received in respect of any such Non-Assigned Contract. Following the Closing, Seller shall manage such Non-Assigned Contract performanceas reasonably directed by Purchaser. Seller shall use its commercially reasonable efforts to obtain any required third party consents and assign and transfer in full all of its right, (iii) the Companies shall exercise or exploit its rights title and options under all such interest in and to each Non-Assigned Contracts only Contract as directed by soon as practicable after the PurchasersClosing. Upon the receipt of any such consent, Seller shall promptly assign and (iv) the Purchasers shall indemnify the Companies against any third party claimstransfer all of its right, damages, taxes, costs, expenses or losses incurred by the Companies arising from the Companies’ not having obtained such third party’s consent title and interest in and to the assignment of such Non-Assigned Contract or from the Purchasers’ failure to perform the obligations Purchaser in full, without payment of the Companies in accordance with further consideration by Purchaser, and Purchaser shall assume such Non-Assigned Contract after the Closing Date. Notwithstanding anything contained herein (to the contrary, in the event that the Purchasers have been notified or otherwise become aware that any third party objects to such arrangement extent required under this Agreement with respect to a Non-Assigned Contractany Assumed Liability) and receive all such right, the Purchasers shall not be required to create an arrangement described title and interest in this Section 5.5(b) with respect and to such Non-Assigned Contract, but the Purchasers and the Companies shall work cooperatively in developing an alternative strategy with the intent of preserving such Non-Assigned Contract while the consent is being sought. (c) Following the Closing, the Member and the Companies, on the one hand, and the Purchaser, on the other hand, shall all continue to use commercially reasonable efforts (other than the payment of money or deposit of funds) to obtain the third party consent with respect to each Non-Assigned Contract. If and when any such third party consent shall be obtained or any such Non-Assigned Contract shall otherwise be assignable, the Companies shall promptly assign all of their respective rights and obligations thereunder or in connection therewith to the Purchasers without payment of further consideration therefor (other than as expressly provided for in Section 2.2(c) hereof).