Common use of Non-Transferable Assets Clause in Contracts

Non-Transferable Assets. 2.8.1 To the extent that any SCAN Asset which would otherwise be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") is not capable of being sold, assigned, transferred, conveyed or delivered without obtaining a Required Consent, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically to a Transferred Asset, or a violation of any Regulation, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred Asset, this Assets Purchase Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, and ActaMed shall reasonably cooperate therein, to provide ActaMed with the benefit of any such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement to the contrary notwithstanding, SBCL shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered to ActaMed, and ActaMed shall not be obligated to purchase or assume, any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of such Liability or obligation or diminution in value or use. Both before and after the Applicable Transfer Date, SBCL and ActaMed shall use their collective best efforts to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use so as to transfer each such Non-Transferable Asset to ActaMed without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.3 To the extent that on a given Transfer Date, there is any Non-Transferable Asset, SBCL shall, from and after such Transfer Date, cooperate with ActaMed in any reasonable and lawful arrangement designed to provide the benefit of such Non-Transferable Asset to ActaMed, and ActaMed, so long as such benefit is so provided, shall satisfy or perform any Liability under or in connection with such Non-Transferable Asset which would be a Liability assumed by ActaMed if such Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.4 At any time after a given Transfer Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such Non-Transferable Asset shall be deemed to have been sold, assigned, transferred, conveyed and delivered to ActaMed effective as of the Applicable Transfer Date hereof pursuant to the execution and delivery of a Xxxx of Sale and Assignment and an Assumption Agreement with respect to the Transferred Assets on such Applicable Transfer Date; PROVIDED, HOWEVER, that if and to the extent that SBCL has theretofore provided ActaMed with comparable assets or compensation for such Asset, an equitable adjustment shall be made between SBCL and ActaMed to effectuate fully the intent of the foregoing provision.

Non-Transferable Assets. 2.8.1 To the extent that Seller’s rights to any SCAN Asset which would otherwise Acquired Assets may not be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") is sold or assigned to the Purchaser without the consent of another person that has not capable of being sold, assigned, transferred, conveyed been obtained at or delivered without obtaining a Required Consent, prior to Closing or if such sale, assignment, transfer, conveyance sale or delivery or attempted sale, assignment, transfer, conveyance or delivery assignment would constitute a violation of any Contract or License contract constituting or relating specifically to a Transferred an Acquired Asset, or a violation of any Regulation, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred AssetLegal Requirement, this Assets Purchase Agreement shall not constitute a sale, assignment, transfer, conveyance an agreement to sell or delivery of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best effortsassign the same, and ActaMed such Acquired Asset shall reasonably cooperate therein, to provide ActaMed with remain in the benefit of any such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement to the contrary notwithstanding, SBCL Seller’s ownership and shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered hereunder, nor shall any liability constituting or relating to ActaMed, and ActaMed such Acquired Asset be assumed by Purchaser. Any such Acquired Asset shall not be obligated referred to purchase or assume, any herein as a “Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of Asset”. In such Liability or obligation or diminution in value or use. event: 2.4.1 Both before and after the Applicable Transfer Closing Date, SBCL and ActaMed the parties shall use exercise their collective reasonable best efforts to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use consents so as to transfer each such Non-Transferable Asset to ActaMed Purchaser without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCLAsset in any material respect. 2.8.3 2.4.2 To the extent that on a given Transfer Date, the Closing Date there is any Non-Transferable AssetAsset outstanding, SBCL the Seller shall, from and after such Transfer the Closing Date, use its reasonable commercial efforts to obtain any such required consents as promptly as possible, with any expenses involved to be borne by the Party handling the matter. If any such Consent shall not be obtained or if any attempted assignment would be ineffective in whole or in part, Seller shall cooperate with ActaMed Purchaser in any reasonable and lawful arrangement designed to provide the benefit Purchaser the benefits and use of such asset for which the consent was not obtained. Such arrangements may include, with the consent of Purchaser, terminating the Non-Transferable Asset between the Seller and the relevant third party and the entry into a new contract by Purchaser with such third party on substantially the same terms or a subcontract of the Non-Transferable Asset to ActaMedPurchaser. In particular, and ActaMed, so long as such benefit is so provided, shall satisfy or perform any Liability under or in connection with such regard to contracts which are Non-Transferable Asset which would Assets, Seller will, to the extent practicable and subject to applicable law: (i) provide to the Purchaser all of the benefits of the applicable contract; (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to the Purchaser; and (iii) enforce at the request of the Purchaser and for the account of Purchaser, any rights of the Seller arising from any such contract. In addition, with regard to liabilities falling within the definition of Assumed Liabilities that cannot be a Liability assumed assigned or assumed, Purchaser shall indemnify Seller for all such liabilities as set forth in Section 12 hereto. 2.4.3 In the event that Purchaser is provided all of the benefits received by ActaMed if the Seller under any contract pursuant to the foregoing paragraph, the Purchaser shall perform and discharge when due the obligations, and assume the liabilities of the Seller under such contract to the extent arising out of relating to the Business. 2.4.4 For the avoidance of doubt, the Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.4 At any time after a given Transfer DateAssets, if any, shall not include any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such Non-Transferable Asset shall be deemed to have been sold, assigned, transferred, conveyed and delivered to ActaMed effective as of the Applicable Transfer Date hereof pursuant to the execution and delivery of a Xxxx of Sale and Assignment and an Assumption Agreement with respect to the Transferred Assets on such Applicable Transfer Date; PROVIDED, HOWEVER, consents that if and to the extent that SBCL has theretofore provided ActaMed with comparable assets or compensation for such Asset, an equitable adjustment shall be made between SBCL and ActaMed to effectuate fully the intent of the foregoing provisionare required closing conditions set forth in Section 5.

Non-Transferable Assets. 2.8.1 To (a) Notwithstanding anything to the extent contrary set forth in this Agreement, nothing contained in this Agreement shall be construed as, or constitute, an attempt, agreement or other undertaking to transfer or assign to Purchaser any asset, property or right that any SCAN Asset which would otherwise be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") is not capable of being sold, assigned, transferred, conveyed or delivered without obtaining a Required Consent, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically to a Transferred Asset, but that by its terms is not transferable or a violation assignable to Purchaser pursuant to this Agreement without the consent, waiver, approval, authorization, qualification or other order of any Regulationone or more Governmental Authorities or other Persons and if such consent, waiver, approval, authorization, qualification or would result other order is not obtained prior to the Closing and assuming Purchaser has, in the imposition exercise of any significant additional Liability its sole discretion, elected to waive such consent, waiver, approval, authorization, qualification or obligation on SBCL or ActaMedother order as a condition to Closing (if such is a condition to Closing) (each, or a substantial diminution in “Non-Transferable Asset”). (b) From and after the value or use of such Transferred AssetClosing and, this Assets Purchase Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically with respect to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, and ActaMed shall reasonably cooperate therein, to provide ActaMed with the benefit of any each such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement , until the earlier to the contrary notwithstanding, SBCL shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered to ActaMed, and ActaMed shall not be obligated to purchase or assume, any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition occur of (i) such Liability or obligation or diminution in value or use. Both before and after the Applicable Transfer Date, SBCL and ActaMed shall use their collective best efforts to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use so time as to transfer each such Non-Transferable Asset to ActaMed without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.3 To the extent that on a given Transfer Date, there is any Non-Transferable Asset, SBCL shall, from and after such Transfer Date, cooperate with ActaMed in any reasonable and lawful arrangement designed to provide the benefit of such Non-Transferable Asset to ActaMed, and ActaMed, so long as such benefit is so provided, shall satisfy or perform any Liability under or in connection with such Non-Transferable Asset which would be a Liability assumed by ActaMed if such Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.4 At any time after a given Transfer Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such Non-Transferable Asset shall be deemed properly and lawfully transferred or assigned to Purchaser and (ii) such time as the material benefits intended to be transferred or assigned to Purchaser have been soldprocured by alternative means pursuant to Section 6.13(c) hereof, assigned(A) the Non-Transferable Assets shall be held by the Seller in trust exclusively for the benefit of Purchaser, transferredand (B) each of the Seller and Purchaser shall cooperate in any good faith, conveyed reasonable arrangement designed to provide or cause to be provided for Purchaser the material benefits intended to be transferred or assigned to Purchaser under each of the Non-Transferable Assets and, in furtherance thereof, to the extent permitted under the terms of each such Non-Transferable Asset and delivered under applicable Law (1) Purchaser shall use commercially reasonable efforts to ActaMed effective perform and discharge all of the liabilities and other obligations of the Seller under the terms of all such Non-Transferable Assets in effect as of the Applicable Transfer Date hereof pursuant Closing at Purchaser’s expense and (2) the Seller shall use commercially reasonable efforts to provide or cause to be provided to Purchaser all of the benefits of Seller under the terms of such Non-Transferable Assets in effect as of the Closing, including by promptly paying to Purchaser any monies received by the Seller from and after the Closing under such Non-Transferable Assets attributable to the execution performance of Purchaser thereunder. (c) In the event that the Seller is unable to obtain any consent from any Person under any Non-Transferable Asset after the Closing Date through the use of commercially reasonable efforts, Purchaser shall be entitled to procure the material rights and delivery benefits of a Xxxx the Seller under the terms of Sale such Non-Transferable Asset in effect as of the Closing by alternative means, including, without limitation, by entering into new Contracts with third Persons or otherwise; provided, however, that in the event that the Purchaser shall exercise its rights under this Section 6.13(c) in respect of any Non-Transferable Asset, the obligations of the Seller and Assignment Purchaser under Section 6.13(b) in respect of such Non-Transferable Asset shall thereupon cease and an Assumption Agreement expire. This Section 6.13 shall apply equally to the Canadian Subsidiary with respect to any Non-Transferable Asset owned or held by the Transferred Assets on such Applicable Transfer Date; PROVIDEDCanadian Subsidiary. (d) The parties further agree, HOWEVER, that if and to the extent permitted by applicable Law, (i) that SBCL has theretofore provided ActaMed with comparable assets or compensation for such Asset, an equitable adjustment any Non-Transferable Asset referred to in this Section 6.13 shall be made between SBCL treated for all Tax purposes as an asset of Purchaser or its Affiliates, as the case may be, from and ActaMed after the Closing, and (ii) not to effectuate fully the intent take any Tax reporting position (including on any Tax Return) inconsistent with such treatment, unless otherwise required to do so pursuant to a “determination,” as defined in Section 1313 of the foregoing provisionCode. (e) Following the Closing Date, to the extent requested by Purchaser, Seller shall, and shall cause its Subsidiaries to, enforce its rights (at Purchaser’s expense) pursuant to any nondisclosure, confidentiality or other similar agreement that relates to the North America Business and is not included in the Assigned Contracts.

Non-Transferable Assets. 2.8.1 To the extent that Seller's rights to any SCAN Asset which would otherwise Acquired Assets may not be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") is sold or assigned to the Purchaser without the consent of another person that has not capable of being sold, assigned, transferred, conveyed been obtained at or delivered without obtaining a Required Consent, prior to Closing or if such sale, assignment, transfer, conveyance sale or delivery or attempted sale, assignment, transfer, conveyance or delivery assignment would constitute a violation of any Contract or License contract constituting or relating specifically to a Transferred an Acquired Asset, or a violation of any Regulation, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred AssetLegal Requirement, this Assets Purchase Agreement shall not constitute a sale, assignment, transfer, conveyance an agreement to sell or delivery of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best effortsassign the same, and ActaMed such Acquired Asset shall reasonably cooperate therein, to provide ActaMed with remain in the benefit of any such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement to the contrary notwithstanding, SBCL Seller's ownership and shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered hereunder, nor shall any liability constituting or relating to ActaMed, and ActaMed such Acquired Asset be assumed by Purchaser. Any such Acquired Asset shall not be obligated referred to purchase or assume, any herein as a "Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of Asset". In such Liability or obligation or diminution in value or use. event: 2.4.1 Both before and after the Applicable Transfer Closing Date, SBCL and ActaMed the parties shall use exercise their collective reasonable best efforts to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use consents so as to transfer each such Non-Transferable Asset to ActaMed Purchaser without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCLAsset in any material respect. 2.8.3 2.4.2 To the extent that on a given Transfer Date, the Closing Date there is any Non-Transferable AssetAsset outstanding, SBCL the Seller shall, from and after such Transfer the Closing Date, use its reasonable commercial efforts to obtain any such required consents as promptly as possible, with any expenses involved to be borne by the Party handling the matter. If any such Consent shall not be obtained or if any attempted assignment would be ineffective in whole or in part, Seller shall cooperate with ActaMed Purchaser in any reasonable and lawful arrangement designed to provide the benefit Purchaser the benefits and use of such asset for which the consent was not obtained. Such arrangements may include, with the consent of Purchaser, terminating the Non-Transferable Asset between the Seller and the relevant third party and the entry into a new contract by Purchaser with such third party on substantially the same terms or a subcontract of the Non-Transferable Asset to ActaMedPurchaser. In particular, and ActaMed, so long as such benefit is so provided, shall satisfy or perform any Liability under or in connection with such regard to contracts which are Non-Transferable Asset which would Assets, Seller will, to the extent practicable and subject to applicable law: (i) provide to the Purchaser all of the benefits of the applicable contract; (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to the Purchaser; and (iii) enforce at the request of the Purchaser and for the account of Purchaser, any rights of the Seller arising from any such contract. In addition, with regard to liabilities falling within the definition of Assumed Liabilities that cannot be a Liability assumed assigned or assumed, Purchaser shall indemnify Seller for all such liabilities as set forth in Section 12 hereto. 2.4.3 In the event that Purchaser is provided all of the benefits received by ActaMed if the Seller under any contract pursuant to the foregoing paragraph, the Purchaser shall perform and discharge when due the obligations, and assume the liabilities of the Seller under such contract to the extent arising out of relating to the Business. 2.4.4 For the avoidance of doubt, the Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.4 At any time after a given Transfer DateAssets, if any, shall not include any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such Non-Transferable Asset shall be deemed to have been sold, assigned, transferred, conveyed and delivered to ActaMed effective as of the Applicable Transfer Date hereof pursuant to the execution and delivery of a Xxxx of Sale and Assignment and an Assumption Agreement with respect to the Transferred Assets on such Applicable Transfer Date; PROVIDED, HOWEVER, consents that if and to the extent that SBCL has theretofore provided ActaMed with comparable assets or compensation for such Asset, an equitable adjustment shall be made between SBCL and ActaMed to effectuate fully the intent of the foregoing provisionare required closing conditions set forth in Section 5.

Non-Transferable Assets. 2.8.1 To Without derogating from the extent rights of the parties under Section 4.2 below, in the event that any SCAN Purchased Asset which would otherwise be transferred on an Applicable Transfer the Closing Date (a "TRANSFERRED ASSET") to Buyer is not capable of being sold, assigned, transferred, conveyed or delivered without obtaining a Required Consent, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically to a Transferred Purchased Asset, or a violation of any RegulationLegal Requirement, or would result then such Purchased Asset shall remain in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred Asset, this Assets Purchase Agreement Seller’s ownership and shall not constitute a sale, assignment, transfer, conveyance or delivery of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, and ActaMed shall reasonably cooperate therein, to provide ActaMed with the benefit of any such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement to the contrary notwithstanding, SBCL shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered hereunder, nor, subject to ActaMedSection 2.2.2, shall any liability under any Contract constituting or relating specifically to such Purchased Asset be assumed by Buyer. Any such Purchased Asset and ActaMed any Contract which constitutes or relates to any such Purchased Asset or Assets shall not be obligated referred to purchase or assume, any herein as a “Non-Transferable Asset without first having obtained all Required Consents or prevented Asset”, and shall be listed on Schedule 2.2 to be attached at the imposition of Closing. In such Liability or obligation or diminution in value or useevent: 2.2.1. Both before and for a period of twelve (12) months after the Applicable Transfer Closing Date, SBCL the parties shall cooperate, and ActaMed Seller shall use their collective best efforts its commercially reasonable efforts, to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use so as to transfer each such Non-Transferable Asset to ActaMed Buyer without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs cost associated with such efforts shall be borne by SBCLSeller, provided, however, that any cost associated with efforts of Buyer’s employees (including the Transferred Employees) shall be borne by Buyer. 2.8.3 2.2.2. To the extent that on a given Transfer Date, the Closing Date there is any Non-Transferable Asset, SBCL Asset outstanding. Seller shall, from and after such Transfer the Closing Date, cooperate with ActaMed Buyer in any reasonable and lawful arrangement designed to provide the benefit of such Non-Transferable Asset to ActaMedBuyer, and ActaMedBuyer, so long as such benefit is so provided, shall satisfy or perform any Liability liability (back to back with the obligations of the Seller), under or in connection with such Non-Transferable Asset which would be a Liability liability assumed by ActaMed Buyer if such Non-Transferable Asset were a Transferred Purchased Asset. Any commercially reasonable costs associated with such efforts arrangements (except that any payments due upon assignment expressly provided for in such Non-Transferable Asset shall be deemed reasonable) shall be borne by SBCLSeller provided, however, that any cost associated with efforts of Buyer’s employees (including the Transferred Employees) shall be borne by Buyer. 2.8.4 2.2.3. At any time after a given Transfer the Closing Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed Buyer without a violating any Contract, License Contract constituting or Regulation relating specifically to a Purchased Asset or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such AssetLegal Requirement, then, at such time, such Non-Transferable Asset shall be deemed to have been sold, assigned, transferred, conveyed and delivered to ActaMed effective as of the Applicable Transfer Date hereof Buyer at such time pursuant to the execution and delivery by the parties of a Xxxx an appropriate instrument of Sale and Assignment and an Assumption Agreement assignment with respect to the Transferred Assets Non-Transferable Asset (containing representations, warranties and covenants of the parties on such Applicable Transfer Date; PROVIDEDsubstantially the same terms and conditions set forth herein for comparable assets), HOWEVERprovided, however, that if and to the extent that SBCL Seller has theretofore provided ActaMed Buyer with comparable assets or compensation for such AssetNon-Transferable Asset acceptable to the Buyer, an equitable adjustment shall be made between SBCL Seller and ActaMed Buyer to effectuate fully the intent of the foregoing provision. 2.2.4. Notwithstanding anything to the contrary contained herein, the receipt of all consents necessary to assign to Buyer the Contracts that are indicated with an asterisk on Schedule 5.3 (the “Required Consent Contracts”) will be a condition to Buyer’s obligation to effect the Closing.

Non-Transferable Assets. 2.8.1 To In the extent event that any SCAN Transferred Asset which would otherwise be transferred on an Applicable Transfer the Closing Date (a "TRANSFERRED ASSET") to Buyer is not capable of being sold, assigned, transferred, conveyed or delivered without obtaining the consent of a Required Consentthird party, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically to a Transferred Asset, or a violation of any RegulationLegal Requirement, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred Asset, this Assets Purchase Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of then such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset remain in the Seller’s ownership and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, and ActaMed shall reasonably cooperate therein, to provide ActaMed with the benefit of any such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement to the contrary notwithstanding, SBCL shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered hereunder, nor shall any Liability under any Contract constituting or relating specifically to ActaMedsuch Transferred Asset be assumed by Buyer, except as set forth below. Any such Transferred Asset and ActaMed any Contract which constitutes or relates to any such Transferred Asset or Assets shall not be obligated referred to purchase or assume, any herein as a “Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of Asset”. In such Liability or obligation or diminution in value or use. event: (a) Both before and after the Applicable Transfer Closing Date, SBCL and ActaMed the parties shall use their collective best efforts cooperate to obtain any Required Consents consents or to prevent the imposition of comply with any such Liability or obligation or any such diminution applicable Legal Requirement required in value or use so as order to transfer each such Non-Transferable Asset to ActaMed Buyer without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCLAsset in any material respect. 2.8.3 (b) To the extent that on a given Transfer Date, the Closing Date there is any Non-Transferable AssetAsset outstanding, SBCL the Seller shall, from and after such Transfer the Closing Date, cooperate with ActaMed Buyer in any reasonable and lawful arrangement agreed upon between such parties designed to provide the benefit of such Non-Transferable Asset to ActaMedBuyer, and ActaMed, so long as such benefit is so provided, Buyer shall satisfy or perform any Liability under or in connection with such Non-Transferable Asset which would be a Liability assumed by ActaMed Buyer if such Non-Transferable Asset were a Transferred Asset. Any costs associated Such arrangement (as shall be agreed by the Seller and the Buyer) may include (i) terminating the Non-Transferable Asset between the Seller and the relevant third party and having Buyer entering into a new Contract with such efforts third party on substantially the same terms or a subcontract of the Non-Transferable Asset to Buyer, or (ii) creation of a trust relationship whereby Seller shall be borne by SBCLserve as Buyer's trustee for any payments on account of such Non-Transferable Asset with such payments being made into a separate account pledged for the benefit of Buyer. 2.8.4 (c) At any time after a given Transfer the Closing Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such AssetBuyer, then, at such time, such Non-Transferable Asset shall be deemed to have been sold, assigned, transferred, conveyed and delivered to ActaMed effective as of the Applicable Transfer Date hereof Buyer for no additional consideration pursuant to the execution and delivery by the parties of a Xxxx an appropriate instrument of Sale and Assignment and an Assumption Agreement assignment with respect to the Non-Transferable Asset and such Non-Transferable Asset shall be deemed a Transferred Assets on such Applicable Transfer DateAsset for all intents and purposes hereunder; PROVIDEDprovided, HOWEVERhowever, that if and to the extent that SBCL the Seller has theretofore provided ActaMed Buyer with comparable assets or compensation for such AssetNon-Transferable Asset as shall be agreed upon between the parties in writing, an equitable adjustment shall be made between SBCL Seller and ActaMed Buyer to effectuate fully the intent of the foregoing provision. (d) Without derogating from the foregoing, to the extent that on the Closing Date any Guarantee (as defined below) which would otherwise be replaced by a Buyer Guarantee as set forth in ‎Section 6.13 is not capable of being so replaced, as shall reasonably be determined by the Parties, then Buyer shall, from and after the Closing Date, provide to Seller such monetary assurances that shall have the same effect as the Buyer Guarantee that would have otherwise replaced the Guarantee, and Buyer shall be responsible and satisfy or perform each Liability under or in connection with such Guarantee which would be a Buyer Guarantee if such Guarantee were replaced by a Buyer Guarantee.

Non-Transferable Assets. 2.8.1 (a) To the extent that any SCAN Asset which would otherwise be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") is not capable of being sold, assigned, transferred, conveyed or delivered without obtaining a Required Consent, or if such the sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer or attempted sale, assignmentconveyance, transfer, conveyance assignment or delivery would constitute a violation transfer to the Purchaser of any Contract Purchased Asset is prohibited by or License constituting would contravene any applicable Law or relating specifically to a Transferred Asset, or a violation would require any Consent of any RegulationGovernmental Authority or other third party (such Consents including, without limitation, the Transferred Real Property Lease Consents) and such Consents shall not have been obtained at or would result in prior to the imposition of Closing (or, solely with respect to any significant additional Liability or obligation on SBCL or ActaMedDelayed Closing Purchased Assets, or a substantial diminution in the value or use of such Transferred Assetapplicable Delayed Closing), this Assets Purchase Agreement shall not constitute a sale, assignmentconveyance, assignment or transfer, conveyance or delivery of such Transferred Asset or an attempted sale, assignmentconveyance, assignment or transfer of such Purchased Asset (any such Purchased Asset, a “Delayed Purchased Asset”). Other than with respect to Consents under the Antitrust Laws, which are the subject of Section 7.01, during the period commencing on the date hereof and continuing until one (1) year after the Closing Date (or, in the case of a Transferred Contract or Transferred Real Property Lease, at the option of the applicable Selling Entity, until the expiration of the term of such Contract or Transferred Real Property Lease (without giving effect to any extensions thereof following the Closing)) (i) each party shall use reasonable best efforts to provide or cause to be provided to the other party such assistance as such other party reasonably requests in connection with securing such Consents and (ii) if any such Consents are not secured at or prior to the Closing, until the earlier of (A) obtaining such Consent and (B) the term set forth in the lead- in to this sentence, the parties shall use their respective reasonable best efforts to cooperate in any reasonable arrangement (any such arrangement complying with this Section 2.04, a “Delayed Purchased Asset Arrangement”) proposed by either the Purchaser or the Seller Parties that is permitted by Law under which the Purchaser shall obtain the rights and benefits (as determined on an after-tax basis taking into account solely items related to such Delayed Purchased Asset Arrangement) and bear the burdens and obligations of ownership of any such Delayed Purchased Asset such that the parties would be placed in a substantially similar position as if such Delayed Purchased Asset had been conveyed at the Closing (or, solely with respect to any Delayed Closing Purchased Assets, the applicable Delayed Closing); provided that, no member of the Seller Group shall be required to (1) pay any consideration therefor, (2) commence, defend or participate in any Action, or (3) offer or grant any accommodation (financial or otherwise) to any third party in connection therewith; provided further that the Purchaser shall indemnify and hold harmless each member of the Seller Group, their Affiliates and their respective Representatives from and against any and all Losses arising out of or relating to any Delayed Purchased Asset held by such Person for the benefit of the Purchaser pursuant to and arising during the term of any related Delayed Purchased Asset Arrangement. In furtherance of the foregoing, the Purchaser shall, or shall cause a designee to, promptly pay, perform or discharge when due any Liability arising under any Delayed Purchased Asset from and after the Closing Date. If any such Consent is obtained after the Closing, the Selling Entities shall transfer, conveyance assign and deliver (or delivery thereofcause to be transferred, nor assigned and delivered) such Delayed Purchased Asset to the Purchaser at no additional cost as soon as reasonably practicable thereafter. (b) Within three (3) business days following the execution of this Agreement, the applicable Selling Entities shall it constitute an assumption provide notice to each Manufacturer whose Consent is required under the applicable Manufacturer Agreement of the execution of this Agreement, and as required pursuant to the applicable Manufacturer Agreement, a copy of this Agreement or other short form document with respect to the applicable Dealerships, the Purchaser’s contact information and other customary materials. The Seller Parties will use their reasonable best efforts to cooperate with the Purchaser in order for the Purchaser to submit as promptly as reasonably practicable to each such Manufacturer (in accordance with the Manufacturer Agreements) whose Consent is required for the parties to consummate the sale or transfer of the applicable Purchased Assets or other transactions contemplated by this Agreement with respect to the applicable Dealerships a request for the Manufacturer’s Consent to the applicable transactions; provided, that no member of the Seller Group or any Liability under of their Affiliates shall have any Contract obligation to pay money or License constituting offer or relating specifically make any concession or grant any accommodation (financial or otherwise) to such Transferred Assetany Manufacturer or other third party in connection with the cooperation provided hereunder. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively Without limitation of the foregoing, with respect to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, and ActaMed shall reasonably cooperate therein, Consents required under any Manufacturer Agreements (including but not limited to provide ActaMed with the benefit any waiver of any such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement to rights of first refusal or similar rights thereunder), the contrary notwithstanding, SBCL Purchaser shall not be obligated to sell, assign, transfer, convey or deliverpromptly take, or cause to be soldtaken, assigned, transferred, conveyed or delivered any and all reasonable actions necessary to ActaMedsecure, and ActaMed shall not be obligated to purchase or assume, any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of such Liability or obligation or diminution in value or use. Both before and after the Applicable Transfer Date, SBCL and ActaMed shall use their collective reasonable best efforts to obtain secure, any Required such Consents and resolve any objections asserted with respect to any of the Transactions raised by any Manufacturer. The Purchaser shall use reasonable best efforts to keep the Sellers hereto informed in all material respects and on a timely basis of (i) any material communication received by the Purchaser from, or to prevent given by the imposition Purchaser to, any Manufacturer in each case regarding any of the Transactions, and (ii) completion and submission of any such Liability or obligation or any such diminution in value or use so as to transfer each such Non-Transferable Asset to ActaMed without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.3 To the extent that on a given Transfer Date, there is any Non-Transferable Asset, SBCL shall, from and after such Transfer Date, cooperate with ActaMed in any reasonable and lawful arrangement designed to provide the benefit of such Non-Transferable Asset to ActaMed, and ActaMed, so long as such benefit is so provided, shall satisfy or perform any Liability application for Consent under or in connection with such Non-Transferable Asset which would be a Liability assumed by ActaMed if such Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.4 At any time after a given Transfer Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such Non-Transferable Asset shall be deemed to have been sold, assigned, transferred, conveyed and delivered to ActaMed effective as of the Applicable Transfer Date hereof pursuant relation to the execution and delivery of a Xxxx of Sale and Assignment and an Assumption Agreement with respect to the Transferred Assets on such Applicable Transfer Date; PROVIDED, HOWEVER, that if and to the extent that SBCL has theretofore provided ActaMed with comparable assets or compensation for such Asset, an equitable adjustment shall be made between SBCL and ActaMed to effectuate fully the intent of the foregoing provisionManufacturer Agreements.

Non-Transferable Assets. 2.8.1 (a) To the extent that any SCAN Asset which would otherwise be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") is not capable of being sold, assigned, transferred, conveyed or delivered without obtaining a Required Consent, or if such the sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer or attempted sale, assignmentconveyance, transfer, conveyance assignment or delivery would constitute a violation transfer to the Purchaser of any Contract Purchased Asset is prohibited by or License constituting would contravene any applicable Law or relating specifically to a Transferred Asset, or a violation would require any Consent of any RegulationGovernmental Authority or other third party (such Consents including, without limitation, the Transferred Real Property Lease Consents) and such Consents shall not have been obtained at or would result in prior to the imposition of Closing (or, solely with respect to any significant additional Liability or obligation on SBCL or ActaMedDelayed Closing Purchased Assets, or a substantial diminution in the value or use of such Transferred Assetapplicable Delayed Closing), this Assets Purchase Agreement shall not constitute a sale, assignmentconveyance, assignment or transfer, conveyance or delivery of such Transferred Asset or an attempted sale, assignmentconveyance, assignment or transfer of such Purchased Asset (any such Purchased Asset, a “Delayed Purchased Asset”). Other than with respect to Consents under the Antitrust Laws, which are the subject of Section 7.01, during the period commencing on the date hereof and continuing until one (1) year after the Closing Date (or, in the case of a Transferred Contract or Transferred Real Property Lease, at the option of the applicable Selling Entity, until the expiration of the term of such Contract or Transferred Real Property Lease (without giving effect to any extensions thereof following the Closing)) each party shall use reasonable best efforts to provide or cause to be provided to the other party such assistance as such other party reasonably requests in connection with securing such Consents and if any such Consents are not secured at or prior to the Closing, until the earlier of obtaining such Consent and the term set forth in the lead-in to this sentence, the parties shall use their respective reasonable best efforts to cooperate in any reasonable arrangement (any such arrangement complying with this Section 2.04, a “Delayed Purchased Asset Arrangement”) proposed by either the Purchaser or the Seller Parties that is permitted by Law under which the Purchaser shall obtain the rights and benefits (as determined on an after-tax basis taking into account solely items related to such Delayed Purchased Asset Arrangement) and bear the burdens and obligations of ownership of any such Delayed Purchased Asset such that the parties would be placed in a substantially similar position as if such Delayed Purchased Asset had been conveyed at the Closing (or, solely with respect to any Delayed Closing Purchased Assets, the applicable Delayed Closing); provided that, no member of the Seller Group shall be required to pay any consideration therefor, commence, defend or participate in any Action, or offer or grant any accommodation (financial or otherwise) to any third party in connection therewith; provided further that the Purchaser shall indemnify and hold harmless each member of the Seller Group, their Affiliates and their respective Representatives from and against any and all Losses arising out of or relating to any Delayed Purchased Asset held by such Person for the benefit of the Purchaser pursuant to and arising during the term of any related Delayed Purchased Asset Arrangement. In furtherance of the foregoing, the Purchaser shall, or shall cause a designee to, promptly pay, perform or discharge when due any Liability arising under any Delayed Purchased Asset from and after the Closing Date. If any such Consent is obtained after the Closing, the Selling Entities shall transfer, conveyance assign and deliver (or delivery thereofcause to be transferred, nor assigned and delivered) such Delayed Purchased Asset to the Purchaser at no additional cost as soon as reasonably practicable thereafter. (b) Within three (3) business days following the execution of this Agreement, the applicable Selling Entities shall it constitute an assumption provide notice to each Manufacturer whose Consent is required under the applicable Manufacturer Agreement of the execution of this Agreement, and as required pursuant to the applicable Manufacturer Agreement, a copy of this Agreement or other short form document with respect to the applicable Dealerships, the Purchaser’s contact information and other customary materials. The Seller Parties will use their reasonable best efforts to cooperate with the Purchaser in order for the Purchaser to submit as promptly as reasonably practicable to each such Manufacturer (in accordance with the Manufacturer Agreements) whose Consent is required for the parties to consummate the sale or transfer of the applicable Purchased Assets or other transactions contemplated by this Agreement with respect to the applicable Dealerships a request for the Manufacturer’s Consent to the applicable transactions; provided, that no member of the Seller Group or any Liability under of their Affiliates shall have any Contract obligation to pay money or License constituting offer or relating specifically make any concession or grant any accommodation (financial or otherwise) to such Transferred Assetany Manufacturer or other third party in connection with the cooperation provided hereunder. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively Without limitation of the foregoing, with respect to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, and ActaMed shall reasonably cooperate therein, Consents required under any Manufacturer Agreements (including but not limited to provide ActaMed with the benefit any waiver of any such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement to rights of first refusal or similar rights thereunder), the contrary notwithstanding, SBCL Purchaser shall not be obligated to sell, assign, transfer, convey or deliverpromptly take, or cause to be soldtaken, assigned, transferred, conveyed or delivered any and all reasonable actions necessary to ActaMedsecure, and ActaMed shall not be obligated to purchase or assume, any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of such Liability or obligation or diminution in value or use. Both before and after the Applicable Transfer Date, SBCL and ActaMed shall use their collective reasonable best efforts to obtain secure, any Required such Consents or and resolve any objections asserted with respect to prevent any of the imposition Transactions raised by any Manufacturer. The Purchaser shall use reasonable best efforts to keep the Sellers hereto informed in all material respects and on a timely basis of any such Liability material communication received by the Purchaser from, or obligation or given by the Purchaser to, any such diminution Manufacturer in value or use so as to transfer each such Non-Transferable Asset to ActaMed without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.3 To case regarding any of the extent that on a given Transfer Date, there is any Non-Transferable Asset, SBCL shall, from and after such Transfer Date, cooperate with ActaMed in any reasonable and lawful arrangement designed to provide the benefit of such Non-Transferable Asset to ActaMedTransactions, and ActaMed, so long as such benefit is so provided, shall satisfy or perform completion and submission of any Liability application for Consent under or in connection with such Non-Transferable Asset which would be a Liability assumed by ActaMed if such Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.4 At any time after a given Transfer Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such Non-Transferable Asset shall be deemed to have been sold, assigned, transferred, conveyed and delivered to ActaMed effective as of the Applicable Transfer Date hereof pursuant relation to the execution and delivery of a Xxxx of Sale and Assignment and an Assumption Agreement with respect to the Transferred Assets on such Applicable Transfer Date; PROVIDED, HOWEVER, that if and to the extent that SBCL has theretofore provided ActaMed with comparable assets or compensation for such Asset, an equitable adjustment shall be made between SBCL and ActaMed to effectuate fully the intent of the foregoing provisionManufacturer Agreements.

Non-Transferable Assets. 2.8.1 To (a) Notwithstanding the foregoing, nothing in this Agreement or any of the Ancillary Agreements nor the consummation of the transactions contemplated thereby shall be construed as an attempt or agreement to sell, transfer, assign or convey (“Transfer”) any asset, property or right to any member of the Purchaser Group, or for any member of the Purchaser Group and its successors and assigns to assume any Assumed Liability, if and for so long as the Transfer or attempted Transfer to Purchaser thereof would constitute a breach or other contravention of applicable Law or the rights of any Governmental Authority or other Person under any Contract, or would be ineffective for any reason, including without limitation, with respect to any party to an agreement concerning such Purchased Asset or would in any material way adversely affect the rights of Seller or its Affiliates, or upon Transfer, Purchaser or its Affiliates, ( to the extent that any SCAN Asset which such asset or liability would otherwise be transferred on an Applicable a Purchased Asset or Assumed Liability, each, a “Non-Transferable Asset”). If any Consent required in connection with a Transfer Date (a "TRANSFERRED ASSET") is not capable obtained on or prior to the Closing Date, (i) this Agreement and the related instruments of being sold, assigned, transferred, conveyed or delivered without obtaining a Required Consent, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically to a Transferred Asset, or a violation of any Regulation, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred Asset, this Assets Purchase Agreement transfer shall not constitute an assignment or transfer of such Non-Transferable Asset, (ii) Purchaser shall not assume the applicable Seller Party’s rights or obligations under such Non-Transferable Asset (and such Non-Transferable Asset shall not be included in the Purchased Assets), and (iii) for a saleperiod of twelve (12) months following the Closing, assignmentthe Seller Parties shall use reasonable best efforts to obtain any such Consent as soon as reasonably practicable after the Closing Date; provided that the Seller Parties’ obligations in this clause (iii) shall only apply for twelve (12) months following the Closing. Once such Consent is obtained, the applicable Seller Party shall transfer and assign to Purchaser such Non-Transferable Assets, or shall cause such transfer or assignment to occur, and Purchaser shall assume the relevant Liability that would otherwise have been an Assumed Liability for no additional consideration. Following any such assignment or transfer, conveyance or delivery of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Non-Transferable Assets shall be deemed Purchased Assets and the transferred liability will be deemed to be an Assumed Liability for purposes of this Agreement. Purchaser agrees that the Seller Parties shall not have any Liability to Purchaser arising out of or relating to the failure to obtain any Consent set forth on Schedule 3.3; provided that the Seller Parties have complied with their obligations under this Section 6.7; and provided, further, that the foregoing shall not affect any of Purchaser’s rights to indemnification under Article VIII. (b) If any Consent required in connection with a "NONTransfer of a Non-TRANSFERABLE ASSET". SBCL Transferable Asset is not obtained on or prior to the Closing Date, the Parties shall use its reasonable best efforts, and ActaMed shall reasonably cooperate therein, efforts to provide ActaMed Purchaser with all of the rights and benefits of any Non-Transferable Assets after the Closing as if the appropriate Consent had been obtained, including by granting subleases, sublicenses or other rights or establishing arrangements whereby Purchaser shall have the benefits of and shall undertake the obligation to perform under the Non-Transferable Assets (including enforcement for the benefit of Purchaser of any and all rights of the applicable Seller Party against any other party arising out of any breach or cancellation of any such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement by such other party and, if requested by Purchaser and consented to by the contrary notwithstanding, SBCL shall Seller Parties (such consent not be obligated to sell, assign, transfer, convey or deliver, or cause to be soldunreasonably withheld, assignedconditioned or delayed), transferred, conveyed acting as an agent on behalf of Purchaser or delivered to ActaMed, and ActaMed as Purchaser shall not be obligated to purchase or assume, any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of such Liability or obligation or diminution in value or use. Both before otherwise reasonably require) from and after the Applicable Transfer Date, SBCL and ActaMed shall use their collective best efforts to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use so as to transfer each such Closing Date (“Subcontracted Non-Transferable Asset to ActaMed without adversely modifyingTransferrable Work”), amending or burdening until the earlier of (i) such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.3 To the extent that on a given Transfer Date, there is any Non-Transferable Asset, SBCL shall, from and after such Transfer Date, cooperate with ActaMed in any reasonable and lawful arrangement designed to provide the benefit of such Non-Transferable Asset to ActaMed, and ActaMed, so long time as such benefit is so provided, shall satisfy or perform any Liability under or in connection with such Non-Transferable Asset which would be a Liability assumed by ActaMed if such Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.4 At any time after a given Consent to Transfer Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such applicable Non-Transferable Asset shall be deemed to have been soldobtained or (ii) in the case of a Non-Transferable Asset that is a Contract, assignedsuch time as such Contract shall have lapsed, transferredexpired or not have been renewed, conveyed by either party thereto, in accordance with its terms. In any such arrangement, both Parties shall agree to diligently perform and delivered to ActaMed effective as discharge, in the case of the Applicable Transfer Date hereof pursuant Purchaser, the obligations of Seller and its Affiliates in connection with the Subcontracted Non-Transferable Work, and in the case of Seller or its Affiliates, its obligation to Purchaser under this Section 6.7(b), and each Party shall indemnify, defend and hold harmless the other Party for any failure to perform and discharge any such obligation to the execution and delivery of a Xxxx of Sale and Assignment and an Assumption Agreement extent arising after the Closing. In that regard Purchaser will, with respect to the Transferred Subcontracted Non-Transferable Work and without limitation, subject to the Seller Parties’ indemnity obligations set forth herein, (A) bear the sole responsibility for completion of the work or provision of goods and services, (B) be solely entitled to all benefits thereof, economic or otherwise, (C) be solely responsible to perform any warranty or service obligations thereof, and (D) promptly reimburse the reasonable out of pocket costs and expenses of Seller and its Affiliates related thereto. (c) Effective on the Closing Date, each Seller Party hereby constitutes and appoints Purchaser as its true and lawful attorney, with full power of substitution, in the name of such Seller Party, but on behalf of and for the benefit of Purchaser: (i) to demand and receive from time to time any and all of the Purchased Assets on and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all Proceedings that Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets; (iii) to defend or compromise any or all Proceedings in respect of any of the Purchased Assets; and (iv) to do all such Applicable Transfer Date; PROVIDEDacts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Purchaser shall deem desirable. Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. (d) Without limiting the representations and warranties set forth in ARTICLE III of this Agreement, HOWEVERto the extent, if any, that any Business Owned Intellectual Property is not assignable to Purchaser under applicable law, each Seller Party, on their own behalf and on behalf of other Seller Affiliates, if applicable, hereby grants to Purchaser, effective upon the Closing, an irrevocable, perpetual, fully paid-up, exclusive, royalty-free, transferable, sublicensable (through multiple levels of sublicensees), worldwide right and license to develop, design, test, modify, make, use, sell, have made, used and sold, import, export, copy, reproduce, publish, market, distribute, commercialize, support, maintain, correct, translate and create derivative works of, in any medium or means of storage or transmission, now known or hereafter invented, all or any portion of such Business Owned Intellectual Property for any and all purposes (and have others exercise such rights on behalf of Purchaser), in any form or media (now known or later developed), including without limitation, the right to xxx for past or future infringement or violation of rights related to any such Business Owned Intellectual Property. (e) To the extent, if any, that the right and ability to enforce any confidentiality or use restrictions relating to any Business Owned Intellectual Property or any non-solicitation restrictions (or any assignment of inventions provisions, non-competes or similar covenants and agreements with any employee or former employee), in each case to the extent that SBCL has theretofore provided ActaMed with comparable assets relating to the Business Owned Intellectual Property, are not validly transferred to the Purchaser pursuant to this Agreement, at and following the Closing the Seller Parties (i) hereby authorize the Purchaser to enforce such restrictions or compensation for provisions, (ii) if required, will enforce such Asset, an equitable adjustment shall be made between SBCL and ActaMed to effectuate fully the intent restrictions or provisions on behalf of the foregoing provisionPurchaser, at the Purchaser’s expense and (iii) agree to provide such cooperation, assistance and information in connection with any such enforcement as reasonably requested by the Purchaser and at the Purchaser’s expense, in each case, solely to the extent necessary to protect its rights and interests in such Business Owned Intellectual Property. (f) Each Seller Party, on their own behalf and on behalf of other Seller Affiliates, if applicable, hereby grants to Purchaser, effective upon the Closing, a perpetual, fully paid-up, non-exclusive, royalty-free, transferable, sublicensable (through multiple levels of sublicensees), worldwide right and license to develop, design, test, modify, make, use, sell, have made, used and sold, import, export, copy, reproduce, publish, market, distribute, commercialize, support, maintain, correct, translate and create derivative works of, in any medium or means of storage or transmission, now known or hereafter invented, any Licensed Intellectual Property in the course of Purchaser’s and its Affiliates’ use of the Purchased Assets in the operation of the Business to the extent such operation is as the Business was operated on or before the Closing Date (and have others exercise such rights on behalf of Purchaser). For purposes hereof, “Licensed Intellectual Property” means any Intellectual Property owned by Seller Affiliates that is used in the Business as of the Closing Date, and that is not (i) Business Owned Intellectual Property, (ii) Third Party Intellectual Property, or (iii) a Retained Asset.

Non-Transferable Assets. 2.8.1 To (a) Notwithstanding anything to the extent contrary set forth in this Agreement or in any of the Ancillary Agreements, nothing contained in this Agreement or in any of the Ancillary Agreements shall be construed as, or constitute, an attempt, agreement or other undertaking to transfer or assign to Parent any asset, property or right that any SCAN Asset which would otherwise be transferred on constitute an Applicable Transfer Date Acquired Asset, but that by its terms is not transferable or assignable to Parent pursuant to this Agreement without the consent, waiver, approval, authorization, qualification or other order or one or more Governmental Authorities or other Persons and if such consent, waiver, approval, authorization, qualification or other order is not obtained prior to the Closing (each, a "TRANSFERRED ASSETNon-Transferable Asset"). (b) is not capable of being soldFrom and after the Closing and, assigned, transferred, conveyed or delivered without obtaining a Required Consent, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically with respect to a Transferred Asset, or a violation of any Regulation, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred Asset, this Assets Purchase Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, and ActaMed shall reasonably cooperate therein, to provide ActaMed with the benefit of any each such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement , until the earlier to the contrary notwithstanding, SBCL shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered to ActaMed, and ActaMed shall not be obligated to purchase or assume, any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition occur of (i) such Liability or obligation or diminution in value or use. Both before and after the Applicable Transfer Date, SBCL and ActaMed shall use their collective best efforts to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use so time as to transfer each such Non-Transferable Asset to ActaMed without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.3 To the extent that on a given Transfer Date, there is any Non-Transferable Asset, SBCL shall, from and after such Transfer Date, cooperate with ActaMed in any reasonable and lawful arrangement designed to provide the benefit of such Non-Transferable Asset to ActaMed, and ActaMed, so long as such benefit is so provided, shall satisfy or perform any Liability under or in connection with such Non-Transferable Asset which would be a Liability assumed by ActaMed if such Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.4 At any time after a given Transfer Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such Non-Transferable Asset shall be deemed properly and lawfully transferred or assigned to Parent and (ii) such time as the material benefits intended to be transferred or assigned to Parent have been soldprocured by alternative means pursuant to Section 6.12(c) hereof, assigned(A) the Non-Transferable Assets shall be held by the Company in trust exclusively for the benefit of Parent, transferredand (ii) each of the Company, conveyed Principal Stockholder and delivered Parent shall cooperate in any good faith, reasonable arrangement designed to ActaMed effective provide or cause to be provided for Parent the material benefits intended to be transferred or assigned to Parent under each of the Non-Transferable Assets and, in furtherance thereof, to the extent permitted under the terms of each such Non-Transferable Asset and under applicable Law (A) Parent shall use commercially reasonable efforts to perform and discharge all of the liabilities and other obligations of the Company under the terms of all such Non-Transferable Assets in effect as of the Applicable Transfer Date hereof pursuant Closing at Parent's expense and (B) the Company and Principal Stockholder shall use commercially reasonable efforts to provide or cause to be provided to Parent all of the benefits of the Company under the terms of such Non-Transferable Assets in effect as of the Closing, including by promptly paying to Parent any monies received by the Company or Principal Stockholder from and after the Closing under such Non-Transferable Assets attributable to the execution performance of Parent thereunder. (c) In the event that the Company or Principal Stockholder is unable to obtain any consent from any Person under any Non-Transferable Asset after the Closing Date through the use of commercially reasonable efforts, Parent shall be entitled to procure the material rights and delivery benefits of a Xxxx the Company under the terms of Sale and Assignment and an Assumption Agreement such Non-Transferable Asset in effect as of the Closing by alternative means, including, without limitation, by entering into new Contracts with respect to the Transferred Assets on such Applicable Transfer Datethird Persons or otherwise; PROVIDEDprovided, HOWEVERhowever, that if and to in the extent event that SBCL has theretofore provided ActaMed with comparable assets the Company or compensation for such Principal Stockholder shall exercise its rights under this Section 6.12(c) in respect of any Non-Transferable Asset, an equitable adjustment shall be made between SBCL and ActaMed to effectuate fully the intent obligations of the foregoing provisionCompany, Principal Stockholder and Parent under Section 6.12(b) in respect of such Non-Transferable Asset shall thereupon cease and expire.

Non-Transferable Assets. 2.8.1 To (a) Notwithstanding anything to the extent that contrary in this Agreement, if any SCAN Transferred Asset which would otherwise be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") is not capable of being soldassignable or transferable without a Consent (each, assigned, transferred, conveyed or delivered without obtaining a Required Consent, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically to a Transferred Asset, or a violation of any Regulation, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred Asset, this Assets Purchase Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, and ActaMed shall reasonably cooperate therein, to provide ActaMed with the benefit of any such “Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement ”), then to the contrary notwithstandingextent that such Consent is not obtained, SBCL shall not be obligated submitted or filed on or prior to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered to ActaMed, and ActaMed shall not be obligated to purchase or assume, any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of such Liability or obligation or diminution in value or use. Both before and after the Applicable Transfer Closing Date, SBCL this Agreement and ActaMed shall use their collective best efforts to obtain any Required Consents the related instruments of transfer will not constitute an assignment or to prevent the imposition transfer of any such Liability or obligation or any such diminution in value or use so as to transfer each such Non-Transferable Asset to ActaMed without adversely modifying, amending or burdening such Non-Transferable Asset. Any Upon the terms and subject to the conditions set forth herein and in the Purchase Agreement, each of Seller and the Company will cooperate with each other and use their respective reasonable best efforts during the period beginning on the date hereof until six-year anniversary of the Closing Date to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper or advisable to obtain or deliver all Consents of all Governmental Authorities and Third Parties that may be or become necessary, proper or advisable for the contribution, transfer, assignment, Table of Contents conveyance and delivery of the Non-Transferable Assets. Notwithstanding anything to the contrary herein, neither Seller nor the Company shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration, or the provision of additional security (including a guaranty) to obtain the Consent of any Person under any Contract. For the avoidance of doubt, obtaining the Consents described in the second sentence of this Section 1.7(a) is not a condition to the consummation of the Closing by virtue of this Section 1.7(a). (b) The obligation to contribute, transfer, assign, convey and deliver any Non-Transferable Asset will continue following the Closing for six years, and the Parties will accomplish such contribution, transfer, assignment, conveyance and delivery as soon as reasonably practicable following the Closing for no additional consideration. Subject to applicable Law, Seller and the Company shall use their respective reasonable best efforts to establish arrangements which, from and after the Closing, result in the Company receiving all the benefits (including all economic claims, rights and benefits, and dominion and control) and bearing all the costs, Liabilities and burdens with respect to the Non-Transferable Assets, including reasonable, out-of-pocket and documented expenses incurred by Seller in performing its obligations under this Section 1.7(b). In furtherance and not limitation of the foregoing, subject to reimbursement from the Company of all reasonable out-of-pocket and documented costs associated and expenses incurred in connection with such efforts shall be borne by SBCL. 2.8.3 To the extent that on a given Transfer Dateactions, there is any prior to such contribution, transfer, assignment, conveyance and delivery of such Non-Transferable Asset, SBCL shall, from and after such Transfer Date, cooperate with ActaMed in any Seller will (i) use reasonable and lawful arrangement designed best efforts to provide to the benefit of Company all the rights and benefits under or with respect to such Non-Transferable Asset to ActaMed(including all economic claims, rights and benefits, and ActaMeddominion and control), so long as such benefit is so provided, shall satisfy or perform any Liability (ii) enforce its rights under or in connection with respect to such Non-Transferable Asset which would for the benefit of the Company, and (iii) pay or discharge all obligations under or with respect to such Non-Transferable Asset, in the case of each of clauses (i), (ii) and (iii) to the extent that such action does not cause a breach or default under or with respect to such Non-Transferable Asset. Notwithstanding the foregoing, funds received by a Business Subsidiary or a Seller Entity (such recipient, a “Recipient”) upon the payment of accounts receivable that belong, consistent with the terms and conditions of this Agreement and the other Transaction Document, to a Seller Entity or a Business Subsidiary (such Person, a “Transferee”), respectively, whether before or after the six year anniversary of the Closing Date will be transferred to such Transferee by wire transfer as promptly as practicable after the Recipient becomes aware of having received such funds. For all Tax purposes, and to the extent permitted by applicable Law, the Parties shall treat the Recipient of any such funds as receiving such amounts as an agent or nominee for the Transferee. For six years following the Closing, in the event that a Liability assumed Seller Entity or a Business Subsidiary possesses any Transferred Asset or Excluded Assets, respectively, the parties hereto shall cause the prompt transfer of such Transferred Asset or Excluded Assets to a Business Subsidiary or Seller Entity, respectively, in each case, without further consideration. (c) From and after the Closing and to the extent permitted by ActaMed applicable Tax Laws, the Parties agree to treat, and cause their Affiliates to treat, for all Tax purposes, the Non-Transferable Assets as having been contributed, transferred, assigned, conveyed and/or delivered to the Company at the Closing as contemplated by this Agreement. Each of Seller and the Company agrees to notify the other Party promptly in writing if it determines that such treatment is not permitted under applicable Tax Laws. All Taxes imposed on any Seller Tax Indemnified Table of Contents Party with respect to any such Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts for any taxable period (or portion thereof) beginning after the Closing Date shall be borne calculated on a “with and without” basis, and the Company shall indemnify each Seller Tax Indemnified Party for any such Taxes in accordance with Section 5.5(a)(ii). For the avoidance of doubt, Seller shall repay any amounts paid by SBCL. 2.8.4 At the Company to Seller pursuant to this Section 1.7(c) and Section 5.5(a)(ii) relating to any time after Taxes imposed with respect to a given Transfer Date, if Non-Transferrable Asset to the extent the beneficial ownership of such Non-Transferrable Asset cannot be transferred to the Company (and the provisions of this Section 1.7(c) shall not otherwise apply with respect to any Non-Transferable Transferrable Asset becomes capable to the extent the beneficial ownership of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such Non-Transferable Transferrable Asset shall cannot be deemed to have been sold, assigned, transferred, conveyed and delivered to ActaMed effective as of the Applicable Transfer Date hereof pursuant transferred to the execution and delivery of a Xxxx of Sale and Assignment and an Assumption Agreement with respect to the Transferred Assets on such Applicable Transfer Date; PROVIDED, HOWEVER, that if and to the extent that SBCL has theretofore provided ActaMed with comparable assets or compensation for such Asset, an equitable adjustment shall be made between SBCL and ActaMed to effectuate fully the intent of the foregoing provisionCompany).

Non-Transferable Assets. 2.8.1 To Subject to Section 2.2.4 below, in the extent event that any SCAN Purchased Asset which would otherwise be transferred on an Applicable Transfer the Closing Date (a "TRANSFERRED ASSET") to Buyer is not capable of being sold, assigned, transferred, conveyed or delivered without obtaining the consent of a Required Consentthird party, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically to a Transferred Purchased Asset, or a violation of any RegulationLegal Requirement, or would result then such Purchased Asset shall remain in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred Asset, this Assets Purchase Agreement Seller's ownership and shall not constitute a sale, assignment, transfer, conveyance or delivery of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, and ActaMed shall reasonably cooperate therein, to provide ActaMed with the benefit of any such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement to the contrary notwithstanding, SBCL shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered hereunder, nor shall any liability under any Contract constituting or relating to ActaMed, such Purchased Asset be assumed by Buyer. Any such Purchased Asset and ActaMed any Contract which constitutes or relates to any such Purchased Asset or Assets shall not be obligated referred to purchase or assume, any Nonherein as a "NON-Transferable Asset without first having obtained all Required Consents or prevented the imposition of TRANSFERABLE ASSET". In such Liability or obligation or diminution in value or use. event: 2.2.1 Both before and after the Applicable Transfer Closing Date, SBCL and ActaMed the parties shall use exercise their collective reasonable best efforts (but without the requirement of any payment of money by Seller or Buyer) to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use consents so as to transfer each such Non-Transferable Asset to ActaMed Buyer without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCLAsset in any material respect. 2.8.3 2.2.2 To the extent that on a given Transfer Date, the Closing Date there is any Non-Transferable AssetAsset outstanding, SBCL Seller shall, from and after such Transfer the Closing Date, cooperate with ActaMed Buyer in any reasonable and lawful arrangement designed to provide agreed upon between such parties under which Buyer would obtain the benefit benefits and assume the obligations of such Non-Transferable Asset to ActaMedBuyer; provided that Buyer shall only assume, and ActaMed, so long as such benefit is so provided, shall satisfy or perform any Liability obligation or liability under or in connection with such Non-Transferable Asset which if and only if such obligation or liability would be a have been an Assumed Liability assumed by ActaMed hereunder if such Non-Transferable Asset were a Transferred Purchased Asset. Any costs associated Such arrangements may include, with the consent of Buyer (not to be unreasonably withheld), terminating the Non-Transferable Asset between Seller and the relevant third party and the entry into a new contract by Buyer with such efforts shall be borne by SBCLthird party on substantially the same terms or a subcontract of the Non-Transferable Asset to Buyer. 2.8.4 2.2.3 At any time after a given Transfer the Closing Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such AssetBuyer, then, at such time, such Non-Transferable Asset shall be deemed to have been sold, assigned, transferred, conveyed and delivered to ActaMed effective as of the Applicable Transfer Date hereof Buyer pursuant to the execution and delivery by the parties of a Xxxx an appropriate instrument of Sale and Assignment and an Assumption Agreement assignment with respect to the Transferred Assets on Non-Transferable Asset and such Applicable Transfer DateNon-Transferable Asset shall be deemed a Purchased Asset for all intents and purposes hereunder; PROVIDED, HOWEVER, that if and to the extent that SBCL Seller has theretofore provided ActaMed Buyer with comparable assets or compensation for such Non-Transferable Asset, an equitable adjustment shall be made between SBCL Seller and ActaMed Buyer to effectuate fully the intent of the foregoing provision. 2.2.4 Notwithstanding anything to the contrary contained herein, the receipt of the Required Consents is a condition to Parent's and Buyer's obligation to effect the Closing pursuant to Section 4.2.3.3 below. 2.2.5 For the avoidance of doubt, the Non-Transferable Assets, if any, shall not include any Purchased Asset that is governed by or subject to a Contract included in the list of Required Consents.

Non-Transferable Assets. 2.8.1 (a) Notwithstanding anything to the contrary set forth in this Agreement or in any of the Transaction Documents, nothing contained in this Agreement or in any of the Transaction Documents shall be construed as, or constitute, an attempt, agreement or other undertaking to transfer or assign to the Purchaser any asset, property or right that would otherwise constitute a Purchased Asset, but that by its terms is not transferable or assignable to the Purchaser pursuant to this Agreement without the consent, waiver, approval, authorization, qualification or other order or one or more Governmental Authorities or other Persons. If such consent, waiver, approval, authorization, qualification or other order is not obtained prior to the Closing, then such asset, property or right shall, subject to the terms of this Agreement (including the provisions of Section 8.2 and this Section 8.3), not be assigned or transferred to Purchaser at the Closing (each, a “Non-Transferable Asset”). Notwithstanding the foregoing, all references within the representations and warranties set forth in Article V to “the Purchased Assets,” “Contracts included within the Purchased Assets” or phrases of similar import or meaning will be deemed to include reference to Non-Transferable Assets for the purposes of making such representations and warranties. (b) Except as otherwise contemplated by the Transition Services Agreement, from and after the Closing and, with respect to each such Non-Transferable Asset, each of the sellers Seller, on the one hand, and Purchaser on the other, will use their reasonable efforts (but without any payment of money by Purchaser or its Affiliates) to obtain the consent, waiver, approval, authorization, qualification or other order of the other parties to any such Non-Transferable Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may request. Without limiting the foregoing, until the earlier to occur of (i) such time as such Non-Transferable Asset shall be properly and lawfully transferred or assigned to the Purchaser and (ii) such time as the benefits intended to be transferred or assigned to the Purchaser have been procured by alternative means pursuant to this Section 8.3, each Seller shall exercise its commercially reasonable efforts to cooperate with Purchaser in any reasonable and lawful arrangements designed to provide the benefits of such Non-Transferable Assets to Purchaser as if such Non-Transferable Assets were Purchased Assets transferred to Purchaser at the Closing and, if Sellers provide such rights and benefits, Purchaser shall assume all obligations and burdens thereunder (to the extent the same would have otherwise been an Assumed Liability), including by way of subcontracting, sub-licensing, or sub-leasing to Purchaser, or under which Sellers would enforce for the benefit of Purchaser any and all rights of Sellers or their Affiliates against a third party thereto (with any out of pocket incremental costs or expenses associated with such arrangements to be borne by the Sellers). The Sellers will promptly pay to Purchaser any monies received by any Seller from and after the Closing under such Non-Transferable Assets or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Promptly upon receipt of such consent, waiver, approval, authorization, qualification or other order the applicable Seller(s) will transfer and assign a Non-Transferable Asset (which would, at such point, be a Purchased Asset) and such rights therein to the Purchaser without the payment by the Purchaser of any additional consideration. To the extent that any SCAN Non-Transferable Asset which would otherwise or the rights thereunder may not be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") is not capable assigned to the Purchaser by reason of being sold, assigned, transferred, conveyed or delivered without obtaining a Required Consent, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation the absence of any Contract such consent, waiver, approval, authorization, qualification or License constituting other order and provided only to the extent no portion of the economic claims, rights or relating specifically to a Transferred Assetbenefits under such asset are received by the Purchaser, or a violation of any Regulation, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred Asset, this Assets Purchase Agreement Purchaser shall not constitute a saleassume any Assumed Liabilities to the extent based upon, assignmentarising out of, transfer, conveyance with respect to or delivery by reason of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, and ActaMed shall reasonably cooperate therein, to provide ActaMed with the benefit of any such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement (c) Without limiting the foregoing, prior to the contrary notwithstandingClosing, SBCL the applicable Seller(s) and the Purchaser shall not be obligated cooperate to sellprepare, assignand as soon as practicable following the Closing, transfersuch Seller(s) shall submit to the Responsible Contracting Officer, convey or deliveras determined and defined pursuant to the Federal Acquisition Regulation (“FAR”) 42.1202, or cause other responsible officer of the Governmental Authority party thereto, novation documents in accordance with Subpart 42.12 of the FAR and any applicable agency regulations or policies or terms governing the novation of Business Government Contracts, in each case, to be soldrecognize the Purchaser as the successor in interest to such Business Government Contract. The novation documents shall include all required and applicable documents, assignedincluding those listed in FAR 42.1204(e) and (f), transferreda request for the novation of all applicable Business Government Contracts and if required, conveyed or delivered to ActaMed, and ActaMed a novation agreement. Each such Seller shall not be obligated to purchase or assume, also seek any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of such Liability or obligation or diminution in value or use. Both before and after the Applicable Transfer Date, SBCL and ActaMed shall use their collective best efforts to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use so as to transfer each such Non-Transferable Asset to ActaMed without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.3 To the extent that on a given Transfer Date, there is any Non-Transferable Asset, SBCL shall, from and after such Transfer Date, cooperate with ActaMed in any reasonable and lawful arrangement designed to provide the benefit of such Non-Transferable Asset to ActaMed, and ActaMed, so long as such benefit is so provided, shall satisfy or perform any Liability consents required under or pursuant to any Business Government Contract, including responding promptly to any requests for information or documentation by a Governmental Authority in connection with such Non-Transferable Asset which would be a Liability assumed by ActaMed if such Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCLthe novation process. 2.8.4 At any time after a given Transfer Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such Non-Transferable Asset shall be deemed to have been sold, assigned, transferred, conveyed and delivered to ActaMed effective as of the Applicable Transfer Date hereof pursuant to the execution and delivery of a Xxxx of Sale and Assignment and an Assumption Agreement with respect to the Transferred Assets on such Applicable Transfer Date; PROVIDED, HOWEVER, that if and to the extent that SBCL has theretofore provided ActaMed with comparable assets or compensation for such Asset, an equitable adjustment shall be made between SBCL and ActaMed to effectuate fully the intent of the foregoing provision.

Non-Transferable Assets. 2.8.1 To Notwithstanding anything to the contrary in this Agreement, if any Purchased Asset is not assignable or transferable (each, a “Non-Transferable Asset”) without a Consent, then to the extent that any SCAN Asset which would otherwise be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") such Consent is not capable of being sold, assigned, transferred, conveyed obtained on or delivered without obtaining a Required Consent, prior to the Closing Date or if such sale, assignment, transfer, conveyance or delivery or any attempted sale, assignment, transfer, conveyance or delivery assignment would constitute a violation of any Contract or License constituting or relating specifically to a Transferred Asset, or a violation of any Regulation, be ineffective or would result impair Purchaser’s rights under the Purchased Asset in question so that Purchaser would not in effect acquire the imposition benefit of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of all such Transferred Assetrights, this Assets Purchase Agreement and the related instruments of transfer shall not constitute a sale, assignment, transfer, conveyance an assignment or delivery transfer of such Transferred Non-Transferable Assets. Subject to Applicable Law, the Sellers and Purchaser shall use their respective commercially reasonable efforts to establish arrangements that, from and after the applicable Closing, result in Purchaser receiving all the benefits and bearing the costs, liabilities and burdens that arise on or after the applicable Closing and that do not arise from any failure to perform, improper performance, warranty or other breach, default, or violation by the Sellers on or prior to the applicable Closing, with respect to the Non-Transferable Assets. The Sellers and Purchaser shall cooperate in good faith using commercially reasonable efforts prior to the Closing Date to implement such arrangements as either party reasonably may request of the other party to ensure that, to the greatest extent permitted by Applicable Law, from and after the applicable Closing, the economic benefits and burdens of the Non-Transferable Assets are held and borne by Purchaser, subject to the limitations set forth in the prior sentence. Notwithstanding any provision in this Section 1.9 to the contrary, Purchaser shall not be deemed to have waived its rights under Section 6.2(c) unless and until Purchaser either provides written waivers thereof or elects to proceed to consummate the Transactions at the applicable Closing. The Sellers shall use their commercially reasonable efforts for a period of up to one (1) year after the Closing Date to obtain as soon as practicable after the Closing Date the relevant Consent with respect to such Non-Transferable Asset or an attempted saleor, assignmentalternatively, transfer, conveyance or delivery thereof, nor written confirmation from such parties reasonably satisfactory to the Sellers and Purchaser that such Consent is not required. The Sellers shall it constitute an assumption promptly provide Purchaser with updates and information on the status of any Liability under any Contract or License constituting or relating specifically Consent with respect to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, and ActaMed shall reasonably cooperate therein, to provide ActaMed with the benefit of any such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement to the contrary notwithstanding. The Sellers shall be responsible for all fees, SBCL shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered to ActaMed, costs and ActaMed shall not be obligated to purchase or assume, expenses associated with making any Non-Transferable Asset without first having obtained available to Purchaser and otherwise performing their obligations under this Section 1.9. Purchaser shall be responsible for all Required Consents or prevented the imposition of such Liability or obligation or diminution in value or use. Both before costs and after the Applicable Transfer Date, SBCL and ActaMed shall expenses attributable to its use their collective best efforts to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use so as to transfer each such Non-Transferable Asset made available to ActaMed without adversely modifyingit as of or after the applicable Closing as contemplated in this Section 1.9. In no event, amending however, shall the Sellers be obligated or burdening required to (i) pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with obtaining any Consent with respect to any Non-Transferable Asset (except for fees, costs and expenses for which the Sellers are responsible as set forth in this Section 1.9); (ii) take any action to renew or otherwise extend the term of any Non-Transferable Asset unless Purchaser shall have obtained a written release of the Sellers from all liabilities relating to such Non-Transferable Asset. Any costs associated , in form and substance reasonably satisfactory to the Sellers; (iii) take any action or fail to take any action that is in violation of or conflict with such efforts shall be borne by SBCL. 2.8.3 To any Applicable Law, Permit, or the extent terms of any Contract; or (iv) pay any amounts (that on are the responsibility of Purchaser as set forth in this Section 1.9) to any party with respect to a given Transfer Date, there is any Non-Transferable AssetAsset after the applicable Closing unless and until it has been advanced such amounts by Purchaser. Upon obtaining the requisite Consent thereto, SBCL the Sellers shall, from and after such Transfer Dateshall cause each applicable Subsidiary to, cooperate with ActaMed in any reasonable promptly sell, convey, assign, transfer and lawful arrangement designed deliver to provide the benefit of Purchaser such Non-Transferable Asset to ActaMed, and ActaMed, so long as such benefit is so provided, shall satisfy or perform any Liability under or in connection with such Non-Transferable Asset which would be a Liability assumed by ActaMed if such Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCLAssets for no additional consideration. 2.8.4 At any time after a given Transfer Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such Non-Transferable Asset shall be deemed to have been sold, assigned, transferred, conveyed and delivered to ActaMed effective as of the Applicable Transfer Date hereof pursuant to the execution and delivery of a Xxxx of Sale and Assignment and an Assumption Agreement with respect to the Transferred Assets on such Applicable Transfer Date; PROVIDED, HOWEVER, that if and to the extent that SBCL has theretofore provided ActaMed with comparable assets or compensation for such Asset, an equitable adjustment shall be made between SBCL and ActaMed to effectuate fully the intent of the foregoing provision.

Non-Transferable Assets. 2.8.1 To (a) Notwithstanding anything to the contrary in this Agreement, if any Purchased Asset listed on Schedule 1.1(a) or Schedule 1.1(d) (as may be updated pursuant to Section 1.1, and other than the India Purchased Assets) is not assignable or transferable (each, a “Non-Transferable Asset”) without a Consent, then to the extent that any SCAN Asset which would otherwise be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") such Consent is not capable of being sold, assigned, transferred, conveyed obtained on or delivered without obtaining a Required Consent, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically prior to a Transferred Asset, or a violation of any Regulation, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred AssetClosing Date, this Assets Purchase Agreement and the related instruments of transfer shall not constitute a sale, assignment, transfer, conveyance an assignment or delivery transfer of such Transferred Asset Non-Transferable Assets. Subject to Applicable Law, Seller and Purchaser shall use their respective commercially reasonable efforts to establish arrangements which, from and after the Closing, result in Purchaser receiving all the benefits and bearing all the costs, liabilities and burdens with respect to the Non-Transferable Assets, including expenses incurred by Seller or an attempted saleits Subsidiaries in performing their obligations under this Section 1.8. Seller and Purchaser shall cooperate in good faith using commercially reasonable efforts prior to the Closing Date to implement such arrangements as either party reasonably may request of the other party to ensure that, assignmentto the greatest extent permitted by Applicable Law, transferfrom and after the Closing, conveyance the economic benefits and burdens of the Non-Transferable Assets are held and borne by the Purchaser. Subject to compliance with its obligations under this Section 1.8, the failure by Purchaser or delivery thereof, nor shall it constitute an assumption of Seller to obtain any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively required Consent with respect to any such Transferred Non-Transferable Asset or Assets shall be a "NON-TRANSFERABLE ASSET"will not relieve any party from its obligation to consummate at the Closing the Transactions. SBCL Seller shall use its best effortscommercially reasonable efforts for a period of three (3) months after the Closing Date to obtain as soon as practicable after the Closing Date the relevant Consent with respect to such Non-Transferable Asset or, alternatively, written confirmation from such parties reasonably satisfactory to Seller and ActaMed Purchaser that such Consent is not required. In no event, however, shall reasonably cooperate therein, Seller be obligated or required to provide ActaMed (i) pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with obtaining any Consent with respect to any Non-Transferable Asset; (ii) take any action to renew or otherwise extend the benefit term of any Non-Transferable Asset unless Purchaser shall have obtained a written release of Seller from all Liabilities relating to such Non-Transferable Asset, in form and substance reasonably satisfactory to the Seller; (iii) take any action or fail to take any action that is in violation of or conflict with any Applicable Law, Permit, or the terms of any Contract; or (iv) pay any amounts to any party to a Non-Transferable Asset after the Closing unless and until it has been advanced such amounts by Purchaser. Upon obtaining the requisite Consent thereto, Seller shall, and shall cause each applicable Subsidiary to, promptly sell, convey, assign, transfer and deliver to Purchaser such Non-Transferable Assets for no additional consideration. 2.8.2 Anything in this Assets (b) Purchaser agrees that the Purchase Agreement to the contrary notwithstanding, SBCL Price shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered to ActaMedreduced on account of, and ActaMed that, other than with respect to the obligations described in this Section 1.8, Seller and its Affiliates shall not have any Liability whatsoever arising out of or relating to, the failure to obtain any Consents of third parties with respect to Non-Transferable Assets. Purchaser further agrees that no representation, warranty or covenant of Seller contained in this Agreement shall be obligated breached or deemed breached, and no condition to purchase Purchaser’s obligations to consummate the Transactions shall be deemed not satisfied as a result of the failure to obtain any such Consent. (c) To the extent permitted by applicable Tax Laws, Seller and Purchaser agree to treat and report, and to cause their respective applicable Affiliates to treat and report, on their Tax Returns, the Non-Transferable Assets as assets owned by Purchaser or assumeits Affiliates as of the Closing. Each of Seller and Purchaser agrees to notify the other party promptly in writing if it determines that such treatment is not permitted under applicable Tax Laws. Where such treatment is not permitted under applicable Tax Laws, the amount of the Liability for Taxes imposed on Seller or any of its Affiliates with respect to any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of such Liability or obligation or diminution in value or use. Both before for any Post-Closing Tax Period shall be calculated on a “with and after the Applicable Transfer Datewithout” basis, SBCL and ActaMed Purchaser shall use their collective best efforts to obtain any Required Consents or to prevent the imposition of pay, be responsible for and indemnify and hold harmless Seller and its Affiliates from and against any such Liability or obligation or any such diminution in value or use so as to transfer each such Non-Transferable Asset to ActaMed without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCLTax Liability. 2.8.3 To the extent that on a given Transfer Date, there is any Non-Transferable Asset, SBCL shall, from and after such Transfer Date, cooperate with ActaMed in any reasonable and lawful arrangement designed to provide the benefit of such Non-Transferable Asset to ActaMed, and ActaMed, so long as such benefit is so provided, shall satisfy or perform any Liability under or in connection with such Non-Transferable Asset which would be a Liability assumed by ActaMed if such Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.4 At any time after a given Transfer Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such Non-Transferable Asset shall be deemed to have been sold, assigned, transferred, conveyed and delivered to ActaMed effective as of the Applicable Transfer Date hereof pursuant to the execution and delivery of a Xxxx of Sale and Assignment and an Assumption Agreement with respect to the Transferred Assets on such Applicable Transfer Date; PROVIDED, HOWEVER, that if and to the extent that SBCL has theretofore provided ActaMed with comparable assets or compensation for such Asset, an equitable adjustment shall be made between SBCL and ActaMed to effectuate fully the intent of the foregoing provision.

Non-Transferable Assets. 2.8.1 To Notwithstanding the extent that foregoing, if any SCAN Asset which would otherwise be transferred on an Applicable Transfer Date Property Document is not assignable or transferable (each, a “Non-Transferable Asset”) without a third party consent (a "TRANSFERRED ASSET") “Consent”), and any such Consent is not capable obtained on or prior to the Closing Date, (i) this Agreement and the related instruments of being sold, assigned, transferred, conveyed or delivered without obtaining a Required Consent, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically to a Transferred Asset, or a violation of any Regulation, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred Asset, this Assets Purchase Agreement transfer shall not constitute a sale, assignment, transfer, conveyance an assignment or delivery transfer of such Transferred Non-Assignable Asset, (ii) the Company or its designee shall not assume Asset Manager’s rights or an attempted saleobligations under such Non-Transferable Asset (and such Non-Transferable Asset shall not be included in the Acquired Assets and such obligations thereunder shall not be included in the Assumed Liabilities), assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred and (iii) Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL Manager shall use its best efforts, under the direction of the Company to obtain any such Consent(s) as soon as reasonably practicable after the Closing Date and ActaMed thereafter Asset Manager shall reasonably cooperate thereintransfer and assign to the Company such Non-Transferable Assets. Following any such assignment or transfer, such Non-Transferable Assets shall be deemed Acquired Assets for purposes of this Agreement. After the Closing, Asset Manager shall use reasonable best efforts to provide ActaMed the Company or its designee(s) with all of the rights and benefits of any Non-Transferable Assets after the Closing as if the appropriate Consent had been obtained, including by granting subleases, sublicenses or other rights and establishing arrangements whereby the Company shall have the benefits of and shall undertake the obligation to perform under the Property Documents (including enforcement for the benefit of the Company of any and all rights of Asset Manager against any other party arising out of any breach or cancellation of any such Non-Transferable Asset. 2.8.2 Anything Assets by such other party and, if requested by the Company, acting as an agent on behalf of the Company or as the Company shall otherwise reasonably require). Effective on the Closing Date, Asset Manager hereby constitutes and appoints the Company the true and lawful attorney of Asset Manager, with full power of substitution, in this the name of Asset Manager or the Company , but on behalf of and for the benefit of the Company: (i) to demand and receive from time to time any and all of the Acquired Assets Purchase Agreement and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all claims that the Company may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the contrary notwithstanding, SBCL Acquired Assets; (iii) to defend or compromise any or all Proceedings in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as the Company shall deem desirable. Asset Manager hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered to ActaMed, and ActaMed shall not be obligated to purchase or assume, any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of such Liability or obligation or diminution in value or use. Both before and after the Applicable Transfer Date, SBCL and ActaMed shall use their collective best efforts to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use so as to transfer each such Non-Transferable Asset to ActaMed without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne revocable by SBCL. 2.8.3 To the extent that on a given Transfer Date, there is any Non-Transferable Asset, SBCL shall, from and after such Transfer Date, cooperate with ActaMed it in any reasonable and lawful arrangement designed to provide the benefit of such Non-Transferable Asset to ActaMed, and ActaMed, so long as such benefit is so provided, shall satisfy manner or perform for any Liability under or in connection with such Non-Transferable Asset which would be a Liability assumed by ActaMed if such Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCLreason. 2.8.4 At any time after a given Transfer Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such Non-Transferable Asset shall be deemed to have been sold, assigned, transferred, conveyed and delivered to ActaMed effective as of the Applicable Transfer Date hereof pursuant to the execution and delivery of a Xxxx of Sale and Assignment and an Assumption Agreement with respect to the Transferred Assets on such Applicable Transfer Date; PROVIDED, HOWEVER, that if and to the extent that SBCL has theretofore provided ActaMed with comparable assets or compensation for such Asset, an equitable adjustment shall be made between SBCL and ActaMed to effectuate fully the intent of the foregoing provision.

Non-Transferable Assets. 2.8.1 To (a) Notwithstanding anything to the extent that contrary contained in this Agreement, if any SCAN Purchased Asset which would otherwise be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") is not capable of being soldassignable or transferable (each, assigned, transferred, conveyed or delivered a “Non-Transferable Asset”) without obtaining a Required Consent, and any such Consent is not obtained on or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically prior to a Transferred Asset, or a violation of any Regulation, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred AssetClosing Date, this Assets Purchase Agreement and the related instruments of transfer shall not constitute a sale, assignment, transfer, conveyance an assignment or delivery transfer of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, and ActaMed shall reasonably cooperate therein, to provide ActaMed with the benefit of any such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement to the contrary notwithstanding, SBCL shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered to ActaMed, and ActaMed shall Purchaser will not be obligated to purchase assume Sellers’ (and/or, as applicable, the relevant Related Subsidiaries’) rights or assume, any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of such Liability or obligation or diminution in value or use. Both before and after the Applicable Transfer Date, SBCL and ActaMed shall use their collective best efforts to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use so as to transfer each obligations under such Non-Transferable Asset to ActaMed without adversely modifying, amending or burdening (and such Non-Transferable Asset. Any costs associated Asset will not be included in the Purchased Assets, other than for the purposes of the representations and warranties), the Closing shall proceed in accordance with this Agreement, subject to the satisfaction of the conditions set forth in ARTICLE VI, and Purchaser shall pay the full Estimated Purchase Price at Closing without the sale, assignment, conveyance, transfer or delivery of such efforts shall be borne by SBCL. 2.8.3 To the extent that on a given Transfer Date, there is any Non-Transferable AssetAssets, SBCL shalland instead Sellers will use their commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after the Closing Date and thereafter Sellers will transfer and assign (or cause to be transferred and assigned) to Purchaser such Non-Transferable Assets for no additional consideration. Prior to any such assignment or transfer, such Non-Transferable Assets will be held, as of and from the Closing, in trust for the use and after benefit of Purchaser by Sellers and/or the applicable Related Subsidiaries. Following any such Transfer Dateassignment or transfer, such Non-Transferable Assets will be deemed Purchased Assets for purposes of this Agreement. (b) Pending, or in the absence of, such authorization, approval, consent, negative clearance or waiver, the parties hereto shall cooperate with ActaMed each other in any reasonable and lawful arrangement arrangements designed to provide to Purchaser the benefit economic claims, rights and benefits and liabilities of such Non-Transferable Asset to ActaMed, and ActaMed, so long as such benefit is so provided, shall satisfy or perform any Liability under or in connection with such Non-Transferable Asset which would be a Liability assumed by ActaMed if such Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.4 At any time after a given Transfer Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such AssetAssumed Contract, then, at Permit or right and Seller shall continue to perform such time, Contracts or comply with the terms of such Non-Transferable Asset shall be deemed to have been sold, assigned, transferred, conveyed and delivered to ActaMed effective as Permits or rights upon the direction of the Applicable Transfer Date hereof pursuant to the execution and delivery of a Xxxx of Sale and Assignment and an Assumption Agreement with respect to the Transferred Assets on such Applicable Transfer Date; PROVIDED, HOWEVER, that if and to the extent that SBCL has theretofore provided ActaMed with comparable assets or compensation for such Asset, an equitable adjustment shall be made between SBCL and ActaMed to effectuate fully the intent of the foregoing provisionPurchaser.

Non-Transferable Assets. 2.8.1 To the extent that any SCAN Asset which would otherwise Assigned Contracts, including, but not limited to, any Capital Leases, are not assignable or transferable without the consent of, or the provision of notice to, some other party or parties and such consent cannot be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") obtained or such notice is not capable of being sold, assigned, transferred, conveyed or delivered without obtaining a Required Consent, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically provided prior to a Transferred Asset, or a violation of any Regulation, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred AssetClosing Date, this Assets Purchase Agreement and the related instruments of transfer shall not constitute a sale, assignment, transfer, conveyance an assignment or delivery of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery transfer thereof, nor and Buyer shall it constitute an assumption not assume the obligations of Sellers with respect thereto. In such event, following the Closing Date, Sellers shall (a) use commercially reasonable efforts to obtain, as soon as possible after the Closing Date, any Liability under consents requested by Buyer that were not previously obtained and to send any Contract or License constituting or relating specifically required notices not previously provided, and (b) assign such Assigned Contracts to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to Buyer on the effective date for any such Transferred Asset consent obtained or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, the date immediately following the date on which the required notice period has expired (and ActaMed shall reasonably cooperate therein, to provide ActaMed with the benefit of any such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement to the contrary notwithstanding, SBCL shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered to ActaMed, and ActaMed shall not be obligated to purchase or assume, any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of such Liability or obligation or diminution in value or use. Both before and after the Applicable Transfer Date, SBCL and ActaMed shall use their collective best efforts to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use so as to transfer each such Non-Transferable Asset to ActaMed without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.3 To the extent that on a given Transfer Date, there is any Non-Transferable Asset, SBCL shall, from and after such Transfer Date, cooperate with ActaMed in any reasonable and lawful arrangement designed to provide the benefit of such Non-Transferable Asset to ActaMed, and ActaMed, so long as such benefit is so provided, shall satisfy or perform any Liability under or in connection with such Non-Transferable Asset which would be a Liability assumed by ActaMed if such Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.4 At any time after a given Transfer Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such Non-Transferable Asset shall be deemed to have effectuate such assignment on such date without any further action by the parties hereto). Buyer shall assume all obligations of Sellers with respect to such Assigned Contracts on the effective date of such assignment. With respect to any such Assigned Contracts for which a necessary consent has not been sold, assigned, transferred, conveyed and delivered to ActaMed effective obtained or notice provided as of the Applicable Transfer Date hereof pursuant Closing Date, if requested by Buyer and permitted by the terms of such Assigned Contracts, Sellers shall subcontract to Buyer the execution rights and delivery obligations of a Xxxx Sellers under such Assigned Contract (i) until the earlier of Sale the date on which such consent is obtained and Assignment is effective (or the required notice period has expired) and an Assumption Agreement the date on which the term of such Assigned Contract ends, (ii) at the price specified in such Assigned Contract without any additional mark-up, (iii) and otherwise on the same terms and conditions as are included in such Assigned Contract, and Buyer, under such subcontract, shall be responsible for the costs associated with respect to the Transferred Assets on performance of services under such Applicable Transfer Date; PROVIDED, HOWEVER, that if and Assigned Contract to the extent that SBCL has theretofore provided ActaMed with comparable assets or compensation for such Asset, an equitable adjustment arising after the Closing Date and will be entitled to and shall be made between SBCL and ActaMed to effectuate fully the intent receive all of the foregoing provisionbenefits, including any revenues or payments and any Accounts Receivables billed thereunder, from such Assigned Contract. If subcontracting such Assigned Contract is not permitted under its terms, Sellers and Buyer shall cooperate with one another in any reasonable arrangement designed to give Buyer the practical benefits of such Assigned Contract (including any receivables billed or revenues received thereunder) and the obligations to perform the services arising after the Closing Date under such Assigned Contract. Notwithstanding anything herein to the contrary, in the event that the third party thereto terminates any Assigned Contract, as a result of the transactions contemplated in this Agreement (i.e. rather than consenting to an assignment thereof) and (a) any advance payments thereunder paid by such third party were received by Sellers, then Sellers shall have an obligation thereunder to refund any portion of such payment to such third party under such Assigned Contract or (b) if any advance payments thereunder paid by such third party were received by Xxxxx, then Buyer shall have any obligation thereunder to refund any portion of such payment to such third party under such Assigned Contract. Buyer shall indemnify Sellers for any liability arising out of or related to the performance of the obligations under any Assigned Contract covered by this Section 5.10 after the Closing Date (other than any Retained Liabilities).

Non-Transferable Assets. 2.8.1 To Each Party will use commercially reasonable efforts to cause the extent assignment of each contract, agreement, license, permit and claim included in the Transferred Assets or the Assumed Liabilities. (a) Specifically, (i) with respect to Assigned Contracts for which the receipt of a third-party consent to assignment is a condition to the closing of the transactions contemplated by the Share Exchange Agreement, the Sellers shall use commercially reasonable efforts to obtain all such third-party consents prior to the Closing and (ii) with respect to any other Assigned Contracts, the Sellers shall, upon receipt of a written request from Veraz U.S., use commercially reasonable efforts to obtain all necessary third-party consents prior to the Closing or as soon as practicable thereafter, provided, however, that, in each case, the Seller shall not be required to pay any consideration for any such consents. Veraz U.S. shall not be liable for any such consideration paid or agreed to be paid by Seller without the consent of Veraz U.S. (b) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, license, permit or claim included in the Transferred Assets and Assumed Liabilities which is non-assignable without the consent of the other party or parties thereto, unless such consent shall have been given or as to which all the remedies for the enforcement thereof enjoyed by the transferring Party would, as a matter of law, pass to Veraz U.S. as an incident of the assignment provided for by this Agreement. In the event that a third party refuses to consent to an assignment or a novation of such a non-assignable contract, arrangement, license, permit or claim, or demands any SCAN Asset which would payment or right of any kind in consideration for granting such consent, then the Seller shall hold the relevant agreement on behalf of Veraz U.S., and Veraz U.S. shall be entitled to continue the contract, arrangement, license, permit or claim on behalf of and in the name of the Seller and on Veraz U.S.’s own account; provided that Veraz U.S. shall indemnify and hold the Seller harmless for its direct expenses and damages, if any, associated with maintaining and performing any such contract, arrangement, license, permit or claim during the period following the Effective Date, other than damages related to the gross negligence or willful misconduct of the Seller, its employees or its affiliates. (c) If and when any such consent shall be obtained or such contract, arrangement, license, permit or claim shall otherwise become assignable or non-terminable, the Seller will be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") is not capable of being solddeemed, without any further action necessary, to have irrevocably and unconditionally assigned, granted, transferred, conveyed or delivered without obtaining a Required Consent, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically to a Transferred Asset, or a violation of any Regulation, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred Asset, this Assets Purchase Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best effortsconveyed, and ActaMed shall reasonably cooperate therein, to provide ActaMed with the benefit of any such Non-Transferable Asset. 2.8.2 Anything in this Assets Purchase Agreement to the contrary notwithstanding, SBCL shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered to ActaMedVeraz U.S. and its successors and assigns, all rights, title, interests, benefits and privileges under such contract, arrangement, license, permit or claim, and ActaMed shall not be obligated to purchase or assume, any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of such Liability or obligation or diminution in value or use. Both before and after the Applicable Transfer Date, SBCL and ActaMed shall use their collective best efforts to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use so as to transfer each such Non-Transferable Asset to ActaMed without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.3 To the extent that on a given Transfer Date, there is any Non-Transferable Asset, SBCL shall, from and after such Transfer Date, cooperate with ActaMed in any reasonable and lawful arrangement designed to provide the benefit of such Non-Transferable Asset to ActaMed, and ActaMed, so long as such benefit is so provided, shall satisfy or perform any Liability under or in connection with such Non-Transferable Asset which would be a Liability assumed by ActaMed if such Non-Transferable Asset were a Transferred Asset. Any costs associated with such efforts shall be borne by SBCL. 2.8.4 At any time after a given Transfer Date, if any Non-Transferable Asset becomes capable of being sold, assigned, transferred, conveyed or delivered to ActaMed without a violating any Contract, License or Regulation or resulting in the imposition of any significant additional Liability or obligation on SBCL or ActaMed or a substantial diminution in the value or use of such Asset, then, at such time, such Non-Transferable Asset shall Veraz U.S. will be deemed to have been sold, assigned, transferred, conveyed agreed to assume all liabilities and delivered to ActaMed effective as of obligations arising after the Applicable Transfer Effective Date hereof pursuant to the execution and delivery of a Xxxx of Sale and Assignment and an Assumption Agreement with respect to the Transferred Assets on such Applicable Transfer Date; PROVIDED, HOWEVER, that if and to the extent that SBCL has theretofore provided ActaMed with comparable assets or compensation for such Asset, an equitable adjustment shall be made between SBCL and ActaMed to effectuate fully the intent of the foregoing provisionthereunder.