Common use of Nonassignable Contracts Clause in Contracts

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the Closing, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect to any such consent that is not obtained prior to the Closing, at Purchaser’s request, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.

Nonassignable Contracts. To the extent that the assignment ----------------------- hereunder by Seller to Purchaser Buyer of any Transferred Contract contract, commitment, license, lease or other agreement of Seller (the "Contracts") is not permitted prohibited or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Contractthereunder. Notwithstanding Prior to the foregoing Closing, Seller shall advise Buyer promptly in writing with respect to any Contract as to which it knows it will not receive any required consent. Without in any way limiting Seller's obligation pursuant to Section 9.3. to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Buyer hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall shall, if requested by Buyer, cooperate with Purchaser following the Closing Date Buyer in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred the Contract, including the enforcement including, if reasonably requested by Buyer, by enforcing for the benefit of Purchaser of Buyer any and all rights of Seller against any other party person arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaserperson, acting as an agent on behalf of Purchaser or Buyer, subcontracting to Buyer the right to perform under the Contract on the same economic terms as Purchaser applied to Seller prior to the Closing and acting as Buyer shall otherwise reasonably require, all in each case at Purchaser’s Buyer's expense. In addition, Acceptance of any such arrangement shall constitute a waiver by Buyer of any claim or alleged breach under this Agreement with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingContracts.

Nonassignable Contracts. To Anything contained herein to the extent that contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement will not constitute an agreement to assign any Delayed Equity Interest, Contract or other Automotive Asset if an assignment or attempted assignment of the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted same without the consent Consent of another Person would not be effective or constitute a breach thereof or entitle any other party thereto to terminate, or accelerate or assert additional material rights thereunder or with respect thereto. If any such Transferred Contract and Consent is not obtained or if an attempted assignment would be ineffective or have such consent other effect, then (a) the party purporting to make such transfer (the "INTENDED TRANSFEROR") shall not have been received as (i) provide or cause to be provided to the party entitled to the benefits of such purported transfer (the time of "INTENDED TRANSFEREE"), to the Closingextent permitted by Law, this Agreement shall not be deemed to constitute an assignment the benefits of any such Transferred Contract if or Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such consent is not given benefits to the Intended Transferee, (iii) enforce, at the request of and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or if Automotive Asset, including the right to elect to terminate any such assignment otherwise would constitute a breach ofContract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) promptly pay or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding to be paid to the foregoing Intended Transferee when received all moneys received by the Intended Transferor with respect to any such consent that is not obtained prior to Contract or Automotive Asset and (b) in consideration for the Closingmatters described in clause (a) above, at Purchaser’s requestthe Intended Transferee shall pay, Seller shall cooperate with Purchaser following perform and discharge on behalf of the Closing Date in any reasonable arrangement designed to provide Purchaser with Intended Transferor all of the rights and benefits Intended Transferor's Liabilities thereunder (subject to the obligations, to the extent such obligations Liabilities would otherwise have otherwise been Assumed Liabilities if such Transferred Contract had been assigned assumed by the Intended Transferee pursuant to Purchaser at Section 1.3(a)) in a timely manner and in accordance with the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expenseterms thereof. In addition, with respect the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to any place the Intended Transferee, insofar as reasonably possible, in the same position as if such consent Contract or Automotive Asset had been transferred as contemplated hereby and so that is not obtained prior all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will inure to the ClosingIntended Transferee. If and when such Consents are obtained, at Seller’s requestthe transfer of the applicable Delayed Equity Interest, upon Seller’s cooperation with Purchaser following the Closing Date Contract or Automotive Asset will be effected in any reasonable arrangement designed to provide Purchaser accordance with the rights terms of this Agreement. The parties acknowledge and benefits under any such Transferred Contract, Purchaser agree that the transfers of the Delayed Equity Interests shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingbe governed by this Section 1.5.

Nonassignable Contracts. To Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by either Seller to Purchaser Buyer of any Transferred Assumed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Assumed Contract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Assumed Contract. Notwithstanding The Sellers shall advise Buyer in writing on the foregoing date hereof with respect to any Assumed Contract which either Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder at the Closing. Without in any way limiting the Sellers’ obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and if the ClosingClosing shall occur, at Purchaser’s request, Seller the Sellers shall cooperate with Purchaser Buyer following the Closing Date in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Assumed Contract, including the enforcement for the benefit of Purchaser Buyer (at the Buyer’s cost) of any and all rights of Seller the Sellers against any other party arising out of any breach or cancellation of any such Transferred Assumed Contract by such other party and, if requested by PurchaserBuyer, acting as an agent on behalf of Purchaser Buyer or as Purchaser Buyer shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any PFS Asset or PFS Liability if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of a party thereunder or give to any third party any rights with respect thereto. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair such party's rights under any such PFS Asset or PFS Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the "Intended Transferee") would not receive all such rights and responsibilities, then (i) the party purporting to make such transfer (the "Intended Transferor") shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by law, the benefits of any such PFS Asset or PFS Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such PFS Asset and (ii) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such PFS Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to the Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable PFS Asset shall be effected in accordance with the terms of this Agreement. To the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingPFS Liabilities include liabilities, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect commitments pursuant to any such consent that is not obtained prior to the Closing6 8 contract, at Purchaser’s requestpermit, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits (subject to the obligationslicense, franchise or other right, Daisytek shall, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned contract, permit, license, franchise or other right is not a PFS Asset, upon request by PFSweb either assign the same to Purchaser at PFSweb or assert and seek to enforce the Closing) under any such Transferred Contract, including the enforcement same for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingPFSweb.

Nonassignable Contracts. To Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by either Seller to Purchaser Buyer of any Transferred Assumed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Assumed Contract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Assumed Contract. Notwithstanding The Sellers shall advise Buyer in writing on the foregoing date hereof with respect to any Assumed Contract which either Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder at the Closing. Without in any way limiting the Sellers’ obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and if the ClosingClosing shall occur, at Purchaser’s request, Seller the Sellers shall cooperate with Purchaser Buyer following the Closing Date in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Assumed Contract, including the enforcement for the benefit of Purchaser Buyer (at Buyer’s cost) of any and all rights of Seller the Sellers against any other party arising out of any breach or cancellation of any such Transferred Assumed Contract by such other party and, if requested by PurchaserBuyer, acting as an agent on behalf of Purchaser Buyer or as Purchaser Buyer shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchaser Purchasers of any Transferred Contract the Contracts is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser Purchasers shall assume no obligations or liabilities under any such Transferred Contractthereunder. Notwithstanding the foregoing Seller shall advise Purchasers promptly in writing with respect to any Contract which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting Seller's obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Purchasers hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall cooperate with Purchaser following the Closing Date Purchasers in any reasonable arrangement designed by Purchasers to provide Purchaser Purchasers with the rights and benefits (benefits, subject to the obligations, to under the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser Purchasers of any and all rights of Seller against any other party person arising out of any breach or cancellation of any such Transferred Contract by such other party person and, if requested by PurchaserPurchasers, acting Seller shall act as an agent on behalf of Purchaser Purchasers or as Purchaser Purchasers shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, in each case at Seller’s request, upon Seller’s cooperation with Purchaser following 's cost. Seller agrees to continue its existence for at least three (3) years from the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingDate.

Nonassignable Contracts. To Anything contained herein to the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the Closingcontrary notwithstanding, this Agreement shall not be deemed to constitute an agreement to assign any lease, license agreement, Contract, agreement, sales order, purchase order, open bid or other commitment or Acquired Assets if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any such Transferred Contract if way impair the rights of Buyer or Seller thereunder. If any such consent is not given obtained or if such an attempted assignment otherwise would constitute a breach of, be ineffective or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations would impair either Seller's or liabilities Buyer's rights under any such Transferred lease, license agreement, Contract. Notwithstanding , agreement, sales order, purchase order, open bid or other commitment or Acquired Assets so that Buyer would not receive all such rights, then (x) Seller shall use reasonable efforts (it being understood that such efforts shall not include any requirement of Seller or any of its Subsidiaries to expend material sums of money or grant any material financial accommodation) to provide or cause to be provided to Buyer, to the foregoing extent permitted by law, the benefits of any such lease, license agreement, Contract, agreement, sales order, purchase order, open bid or other commitment or Acquired Assets and Seller shall promptly pay or cause to be paid to Buyer when received all moneys received by Seller with respect to any such consent that is not obtained prior to the Closinglease, at Purchaser’s requestlicense agreement, Seller contract, agreement, sales order, purchase order, open bid or other commitment or Acquired Assets and (y) in consideration thereof Buyer shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights pay, perform and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent discharge on behalf of Purchaser or as Purchaser shall otherwise reasonably requireSeller all of Seller's debts, all at Purchaser’s expenseliabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, Seller shall take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such lease, license agreement, Contract, agreement, sales order, purchase order, open bid or other commitment or Acquired Assets had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to Buyer. If and when such consents and approvals are obtained, the transfer of the applicable lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Acquired Assets shall be effected in accordance with the terms of this Agreement. Notwithstanding the foregoing, the provisions of this Section 2.05 shall not relieve Seller of any of its obligations under this Agreement with respect to any such consent that is not obtained prior to the Closingbreach of any representations, at Seller’s requestwarranties, upon Seller’s cooperation with Purchaser following the Closing Date covenants or agreements contained herein or in any reasonable arrangement designed of the Ancillary Agreements, or with respect to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the of its indemnification obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingcontained herein or therein.

Nonassignable Contracts. To Anything contained herein to the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the Closingcontrary notwithstanding, this Agreement shall not be deemed to constitute an agreement to assign any Assumed Contract or other commitment or asset if an assignment or attempted assignment of any such Transferred Contract if such the same without the consent is not given of the other party or if such assignment otherwise parties thereto would constitute a breach of, thereof or cause a loss in any way impair the rights of contractual benefits under, the Company or the Associated Subsidiaries thereunder. If any such Transferred Contract, and Purchaser shall assume no obligations consent necessary to convey any Asset is not obtained or liabilities if an attempted assignment would be ineffective or would impair any party's rights under any such Transferred Contract. Notwithstanding Assumed Contract or other Asset so that CNCO would not receive all such rights, then (x) the foregoing Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCO, to the extent permitted by law, the benefits of any such Assumed Contract or other Asset, and the Company shall promptly pay or cause to be paid to CNCO, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any such consent that is not obtained prior to the ClosingAssumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, at Purchaser’s request, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights perform and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent discharge on behalf of Purchaser or as Purchaser shall otherwise reasonably requirethe Company and the Associated Subsidiaries debts, all at Purchaser’s expenseliabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, with respect the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to any place CNCO, insofar as reasonably possible, in the same position as if such consent that is not obtained prior Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following transfer of the Closing Date applicable asset shall be effected in any reasonable arrangement designed to provide Purchaser accordance with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingterms of this Agreement.

Nonassignable Contracts. To Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by Seller the Sellers to Purchaser Buyer of any Transferred Assumed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Assumed Contract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Assumed Contract. Notwithstanding The Sellers shall advise Buyer in writing on the foregoing date hereof with respect to any Assumed Contract which the Sellers know or have substantial reason to believe will or may not be assigned to Buyer hereunder at the Closing. Without in any way limiting Sellers’ obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent that relating to an Assumed Contract is not obtained prior to or if such assignment is not permitted irrespective of consent and if the ClosingClosing shall occur, at Purchaser’s request, Seller the Sellers shall cooperate with Purchaser Buyer following the Closing Date in any reasonable arrangement arrangement, excluding payment of money by the Sellers to Buyer, designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Assumed Contract, including the enforcement for the benefit of Purchaser Buyer of any and all rights of Seller the Sellers against any other party arising out of any breach or cancellation of any such Transferred Assumed Contract by such other party and, if requested by PurchaserBuyer, acting as an agent on behalf of Purchaser Buyer or as Purchaser Buyer shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.

Nonassignable Contracts. To Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by Seller to Purchaser Buyer of any Transferred Assumed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Assumed Contract. Notwithstanding Seller shall advise Buyer in writing at least two (2) business days prior to the foregoing Closing with respect to any Assumed Contract which Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder at the Closing. Without in any way limiting Seller’s obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and if the Closing, at Purchaser’s requestClosing shall occur, Seller and Buyer shall cooperate with Purchaser each other following the Closing Date in and enter into any reasonable arrangement (which arrangement shall provide that Buyer shall be responsible for the performance of all obligations under such Assumed Contracts) designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Assumed Contract, including the enforcement for the benefit of Purchaser Buyer of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Assumed Contract by such other party and, if requested by PurchaserBuyer, acting as an agent on behalf of Purchaser Buyer or as Purchaser Buyer shall otherwise reasonably require. Notwithstanding anything in this Section 2.7 to the contrary, all at Purchaser’s expense. In additionBuyer agrees and acknowledges that Seller does not guarantee the receipt of any consent necessary to assign any Assumed Contract, with respect and shall not be liable to Buyer for the failure to receive any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingconsent.

Nonassignable Contracts. To Anything contained herein to the extent that the assignment hereunder by Seller contrary notwithstanding, but subject to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract Section 7.3 and such consent shall not have been received as of the time of the ClosingSection 8.2(d), this Agreement shall will not be deemed to constitute an agreement to assign any Contract or other Automotive Asset if an assignment or attempted assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise the same without the Consent of another Person would constitute a breach ofthereof or entitle any other party thereto to terminate, or accelerate or assert additional material rights thereunder or with respect thereto. If any such Consent is not obtained or if an attempted assignment would be ineffective or have such other effect, then (a) the party purporting to make such transfer (the "INTENDED TRANSFEROR") shall (i) provide or cause a loss to be provided to the party entitled to the benefits of contractual such purported transfer (the "INTENDED TRANSFEREE"), to the extent permitted by Law, the benefits underof any such Contract or Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Transferred ContractContract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and Purchaser shall assume no obligations (iv) promptly pay or liabilities under any such Transferred Contract. Notwithstanding cause to be paid to the foregoing Intended Transferee when received all moneys received by the Intended Transferor with respect to any such consent that is not obtained prior to Contract or Automotive Asset and (b) in consideration for the Closingmatters described in clause (a) above, at Purchaser’s requestthe Intended Transferee shall pay, Seller shall cooperate with Purchaser following perform and discharge on behalf of the Closing Date in any reasonable arrangement designed to provide Purchaser with Intended Transferor all of the rights and benefits Intended Transferor's Liabilities thereunder (subject to the obligations, to the extent such obligations Liabilities would otherwise have otherwise been Assumed Liabilities if such Transferred Contract had been assigned assumed by the Intended Transferee pursuant to Purchaser at Section 1.3(a)) in a timely manner and in accordance with the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expenseterms thereof. In addition, with respect the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to any place the Intended Transferee, insofar as reasonably possible, in the same position as if such consent Contract or Automotive Asset had been transferred as contemplated hereby and so that is not obtained prior all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will inure to the ClosingIntended Transferee. If and when such Consents are obtained, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date transfer of the applicable Contract or Automotive Asset will be effected in any reasonable arrangement designed to provide Purchaser accordance with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingterms of this Agreement.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchaser Designated Buyer of any Transferred Assumed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Assumed Contract, and Purchaser Designated Buyer shall assume no obligations or liabilities under any such Transferred ContractAssumed Contract until such consent is obtained. Notwithstanding the foregoing Seller shall use its best efforts to advise Designated Buyer promptly in writing with respect to any such Assumed Contract which either Seller knows or has substantial reason to believe will or may not be subject to assignment to Designated Buyer hereunder. If any consent that or waiver necessary for the sale, transfer, assignment and delivery of an Assumed Contract is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall cooperate with Purchaser Designated Buyer following the Closing Date in any reasonable arrangement designed to provide Purchaser Designated Buyer with the rights and benefits (subject to Designated Buyer's assumption of all of the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingand liabilities thereunder) under any such Transferred Assumed Contract, including the enforcement for the benefit of Purchaser Designated Buyer and at Designated Buyer's expense of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Assumed Contract by such other party and, if requested by PurchaserDesignated Buyer, acting as an agent on behalf of Purchaser Designated Buyer or as Purchaser Designated Buyer shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any ; provided that Designated Buyer shall bear Seller's out-of-pocket expenses as such consent that is not obtained prior to the Closing, at agent (and shall advance Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing's anticipated out-of-pocket expenses).

Nonassignable Contracts. To (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the assignment hereunder by Seller sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Purchaser the Buyer of any Transferred Contract Assets would result in a violation of any Requirements of Law, or would require the consent, authorization, approval or waiver of a Person who is not permitted or is not permitted without the consent of any other a party to such Transferred Contract this Agreement or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Required Consent”), and such consent Required Consent shall not have been received as of the time of obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof (a “Deferred Item”); provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article 8 and Article 9, the Closing shall occur notwithstanding the foregoing without any adjustment to the Transfer Price on account thereof, provided that if an agreement to assign or transfer a Deferred Item, other than any Deferred Item subject to a Required Consent (a “Deferred Consent”), is not obtained, or if an attempted assignment or transfer thereof would be deemed ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, then, in each such case, (i) the Deferred Item shall be withheld from sale pursuant to constitute an assignment this Agreement without any reduction in the Transfer Price, (ii) from and after the Closing, Sellers and Buyer will cooperate, in all reasonable respects, to seek to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither Sellers nor Buyer shall be required to make any payments or agree to any undertakings in connection therewith, and (iii) until such Deferred Consent is obtained, Sellers and Buyer will cooperate, in all reasonable respects, to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the benefits and subject to all the obligations thereunder arising from and after the Closing except for any obligations arising from or related to (1) any material breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a material breach or violation thereunder upon notice or passage of time or (2) a material breach of any representation, warranty, covenant or agreement of the relevant Seller in this Agreement). Following the Closing, each of Sellers and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such Transferred Contract if such consent is not given required consent, authorization, approval or if such assignment otherwise would constitute a breach ofwaiver, or cause a loss of contractual benefits underany release, any such Transferred Contract, substitution or amendment required to novate all liabilities and Purchaser shall assume no obligations or liabilities under any and all Assumed Obligations or other liabilities that constitute Assumed Obligations or to obtain in writing the unconditional release of all parties to such Transferred Contract. Notwithstanding arrangements, so that, in any case, the foregoing with respect Buyer shall be solely responsible for Assumed Obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any such consent consideration therefor and the Buyer shall not be required to assume any liability that is not obtained prior an Assumed Obligation, except Buyer shall be responsible for any fees charged by the administrative agent in connection with the obtaining of any Required Consent. Once such Required Consent is obtained, each Seller shall sell, assign, transfer, convey and deliver to the Closing, at Purchaser’s request, Seller shall cooperate with Purchaser following Buyer the Closing Date in any reasonable arrangement designed relevant Transferred Asset to provide Purchaser with the rights and benefits (subject to the obligations, to the extent which such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement Required Consent relates for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingno additional consideration.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset or Liability if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of a party thereunder or give to any third party any rights with respect thereto. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair such party's rights under any such Asset or Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the "Intended Transferee") would not receive all such rights and responsibilities, then (x) the party purporting to make such transfer (the "Intended Transferor") shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by law, the benefits of any such Asset or Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Asset and (y) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to the Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement. To the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingDelphi Liabilities include liabilities, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect commitments pursuant to any such consent that is not obtained prior contract, permit, license, franchise or other Asset to the Closingwhich Delphi also has any rights, at Purchaser’s request, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits (subject to the obligationsGM shall, to the extent such obligations would have otherwise been Assumed Liabilities if asset is not a Delphi Asset, upon request by Delphi either assign such Transferred Contract had been assigned rights to Purchaser at the Closing) under any Delphi or assert and seek to enforce such Transferred Contract, including the enforcement rights for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingDelphi.

Nonassignable Contracts. In the case of any Assets constituting Assigned Contracts that are not by their terms assignable or that require the consent of a third party in connection with the transfer or assignment by the Sellers, the Sellers shall have used Commercially Reasonable Efforts to obtain or cause to be obtained in writing prior to the Closing Date any consents necessary to convey the benefits thereof. To the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is such necessary consents have not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received obtained as of the time of Closing Date and the Parties proceed with the Closing, this Agreement shall not such Assigned Contracts will be deemed not to constitute an assignment have been transferred or assigned as of the Closing Date and any related obligations shall be considered to be Retained Liabilities. The Sellers will use their Commercially Reasonable Efforts to assist the Buyer in such manner as may reasonably be requested by the Buyer for the purpose of obtaining such consents following the Closing Date. Upon receipt of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect to any such consent that is not obtained prior to after the Closing, such Assigned Contract shall constitute part of the Assets and the related obligations arising thereafter will be Assumed Liabilities. For any period of time after Closing during which any necessary consent or approval is not obtained, the Sellers shall cooperate, at Purchaser’s requestthe Sellers’ expense, Seller shall cooperate with Purchaser following the Closing Date Buyer in any reasonable arrangement reasonably requested by the Buyer designed to provide Purchaser the Buyer with all of the rights and benefits (subject to the obligationsunder such contract, to the extent such obligations would have otherwise been Assumed Liabilities lease or other agreement as if such Transferred Contract consent or approval had been assigned obtained. As used in this Agreement, the term “Commercially Reasonable Efforts” means the efforts that a reasonable Person desirous of achieving a result would use in similar circumstances to Purchaser at achieve that result as expeditiously as possible, but will in no event be deemed to require the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser payment of any and all rights of Seller against any other party arising out monies except as expressly set forth in this Agreement or the commencement of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingproceedings.

Nonassignable Contracts. To Notwithstanding anything set forth herein to the extent that contrary, no Assigned Contracts, properties, rights or other Assets shall be deemed sold, transferred or assigned to Purchasers pursuant to this Agreement if the attempted sale, transfer or assignment hereunder by Seller thereof to Purchaser of any Transferred Contract is not permitted or is not permitted Purchasers without the consent or approval of any other another party to such Transferred Contract and such consent shall not have been received as of the time of the Closing, this Agreement shall not or governmental authority would be deemed to constitute an assignment of any such Transferred Contract if such consent is not given ineffective or if such assignment otherwise would constitute a breach of, of contract or cause a loss violation of contractual benefits under, any such Transferred Contract, Law or would in any other way materially and Purchaser shall assume no obligations adversely affect the rights of Sellers (or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect to any Purchasers as transferee or assignee) and such consent that or approval is not obtained on or prior to the ClosingClosing Date. In such case, at Purchaser’s requestto the extent possible: (i) the beneficial interest in or to such Contracts, Seller properties or other Assets (collectively, the “Beneficial Rights”) shall cooperate with Purchaser following in any event pass as of the Closing Date to Purchasers pursuant to this Agreement and (ii) Purchasers shall assume or discharge the liabilities of Sellers under such Beneficial Rights (the “Retained Liabilities”) as agent for Sellers, and Sellers shall act as Purchasers’ agent in receipt of any benefits, rights or interests received from the Beneficial Rights and in discharging any Retained Liabilities. Purchasers and Sellers shall use reasonable efforts (and bear their respective costs) without payment of any fees, penalties or other amounts to any third party to obtain or secure consents or approvals for the contracts, properties, rights or other Assets that may be necessary to effect the legal and valid sale, transfer or assignment of Assigned Contracts, properties, rights or other Assets underlying the Beneficial Rights and Retained Liabilities. Purchasers and Sellers shall make or complete such transfers as soon as reasonably practicable and cooperate with each other in any other reasonable arrangement designed to provide Purchaser with for Purchasers the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser Beneficial Rights including enforcement at the Closing) under any such Transferred Contract, including the enforcement cost and for the benefit account of Purchaser Purchasers of any and all rights of Seller Sellers against any the other party arising out of any breach or cancellation of any such Transferred Contract by such other party andthereto, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed and to provide Purchaser with for the rights and benefits discharge by Purchasers of Retained Liability under any such Transferred ContractAssigned Contracts, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingproperties or other Assets.

Nonassignable Contracts. To Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by Seller to Purchaser Buyer of any Transferred Assumed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Assumed Contract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Assumed Contract. Notwithstanding Seller shall advise Buyer in writing on the foregoing date hereof with respect to any Assumed Contract which Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder at the Closing. Without in any way limiting Seller's obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and if the Closing, at Purchaser’s requestClosing shall occur, Seller shall cooperate with Purchaser Buyer following the Closing Date in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Assumed Contract, including the enforcement for the benefit of Purchaser Buyer of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Assumed Contract by such other party and, if requested by PurchaserBuyer, acting as an agent on behalf of Purchaser Buyer or as Purchaser Buyer shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.

Nonassignable Contracts. In the case of any Assets constituting Assigned Contracts that are not by their terms assignable or that require the consent of a third party in connection with the transfer or assignment by the Seller, the Seller shall use Commercially Reasonable Efforts (as hereinafter defined) to obtain or cause to be obtained in writing prior to the Closing Date any consents necessary to convey the benefits thereof. To the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is such necessary consents have not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received obtained as of the time of Closing Date and the Parties proceed with the Closing, this Agreement shall each Assigned Contract for which a necessary consent to assign has not been obtained as of the Closing Date (each, a “Non-Assigned Contract”) will not be deemed transferred or assigned as of the Closing Date and any related obligations shall be considered to constitute an assignment be Retained Liabilities. The Seller will use its Commercially Reasonable Efforts to assist the Buyer in such manner as may reasonably be requested by the Buyer for the purpose of obtaining such consents following the Closing Date. Upon receipt of any such Transferred consent after the Closing, the Seller shall promptly assign such Non-Assigned Contract if to the Buyer and such consent is not given or if such assignment otherwise would Non-Assigned Contract shall constitute a breach of, or cause a loss part of contractual benefits under, any such Transferred Contract, the Assets and Purchaser the related obligations arising thereafter shall assume no obligations or be Assumed Liabilities (other than liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect related to any such consent that is not obtained failure by the Seller to comply with the terms thereof on or prior to the Closingdate of assignment and other than adjustments under such Non-Assigned Contract to the extent related to periods prior to the date of assignment). For any period of time after Closing during which any necessary consent or approval is not obtained, the Seller shall cooperate, at Purchaserthe Seller’s requestexpense, Seller shall cooperate with Purchaser following the Closing Date Buyer in any reasonable arrangement requested by the Buyer and permitted under the terms of such Non-Assigned Contract designed to provide Purchaser the Buyer with all of the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities under each Non-Assigned Contract as if such Transferred Contract consent or approval had been assigned obtained. As used in this Agreement, the term “Commercially Reasonable Efforts” means the efforts, time, and costs that a reasonable Person desirous of achieving a result would use or incur in similar circumstances to Purchaser at the Closing) under any ensure that such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting result is achieved as an agent on behalf of Purchaser or expeditiously as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingpossible.

Nonassignable Contracts. To Anything contained herein to the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the Closingcontrary notwithstanding, this Agreement shall not be deemed to constitute an agreement to assign any Assumed Contract or other commitment or asset if an assignment or attempted assignment of any such Transferred Contract if such the same without the consent is not given of the other party or if such assignment otherwise parties thereto would constitute a breach of, thereof or cause a loss in any way impair the rights of contractual benefits under, Seller thereunder. If any such Transferred Contract, and Purchaser shall assume no obligations consent necessary to convey any Asset is not obtained or liabilities if an attempted assignment would be ineffective or would impair any party's rights under any such Transferred Contract. Notwithstanding Assumed Contract or other Asset so that Buyer would not receive all such rights, then (x) Seller shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of Seller, the foregoing Company, Buyer or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to Buyer, to the extent permitted by law, the benefits of any such Assumed Contract or other Asset, and Seller shall promptly pay or cause to be paid to Buyer, when received, all moneys received by Seller with respect to any such consent that is not obtained prior to the ClosingAssumed Contract or other Asset and (y) in consideration thereof Buyer shall pay, at Purchaser’s request, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights perform and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent discharge on behalf of Purchaser or as Purchaser shall otherwise reasonably requireSeller debts, all at Purchaser’s expenseliabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, with respect Seller shall take such other actions (at the expense of Buyer, as designated by Buyer) as may reasonably be requested by Buyer in order to any place Buyer, insofar as reasonably possible, in the same position as if such consent that is not obtained prior Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to Buyer. If and when such consents and approvals are obtained, the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following transfer of the Closing Date applicable asset shall be effected in any reasonable arrangement designed to provide Purchaser accordance with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingterms of this Agreement.

Nonassignable Contracts. To (a) In the extent event that the transactions contemplated by this Agreement involve the assignment hereunder by Seller to Purchaser of rights under any Transferred Contract is not permitted contract, agreement, license, claim, or is not permitted of other rights, assets, or property, which are nonassignable without the consent consent, authorization or approval of the other party or parties thereto or any other third party to such Transferred Contract (a "Nonassignable Contract"), and such consent consent, authorization or approval shall not have been received as of obtained by IMS or IMA prior to the time of the ClosingClosing Date, then, notwithstanding anything in this Agreement to the contrary (and without relieving IMS or IMA of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be deemed assigned (except any rights to constitute an assignment of any receive payments thereunder) until all such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach ofnecessary consents, or cause a loss of contractual benefits under, any such Transferred Contract, authorizations and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing approvals with respect to any such consent that is not obtained prior Nonassignable Contract shall have been obtained, whereupon IMS or IMA shall, without further consideration, promptly assign or cause the assignment of same to the ClosingCompany. (b) Until such time, if any, as all the necessary consents, authorizations and approvals shall have been obtained for the assignment of a Nonassignable Contract, IMS or IMA, at Purchaser’s requestits own expense, Seller shall cooperate retain, preserve and hold in trust for the sole benefit of the Company all rights, interests and claims with Purchaser following respect to such Nonassignable Contract from and after the Closing Date. IMS or IMA shall use commercially reasonable efforts to obtain such consents, authorizations and approvals and shall, at the request of PGIO or the Company, use commercially reasonable efforts to take such actions, enter into such arrangements and do or cause to be done such things, as shall be reasonably requested by PGIO or the Company to provide, make available and secure for the Company's benefits all of the funds, income and payments that would have inured to the Company upon an outright assignment of such Nonassignable Contract to the extent permitted by Law and by contract. Except as provided by Law or the Nonassignable Contract in question, the performance obligations of IMS or IMA -54- <PAGE> under such Nonassignable Contract as shall arise both (x) exclusively in respect of periods from and after the date on which the aforesaid funds are so made available thereunder and (y) exclusively in connection with the exploitation of such funds by the Company, shall be deemed to be sublicensed or subcontracted to the Company but only until such time (if any) as the rights under such Nonassignable Contract have been effectively assigned to the Company. IMS and IMA shall pay over to the Company any amounts received by them after the Closing Date in respect of any reasonable arrangement designed to provide Purchaser with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Nonassignable Contract, including and the enforcement for the benefit of Purchaser of Company shall pay over to IMS and IMA any and all rights of Seller against amounts paid, or expenses incurred, by them in performing any other party arising out of any breach or cancellation of any such Transferred Nonassignable Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following after the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.Date. [SIGNATURE PAGE FOLLOWS] -55- <PAGE>

Nonassignable Contracts. To the extent that the assignment hereunder under this Agreement by Seller to Purchaser Buyer of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding SCHEDULE 1.5 sets forth a list of all Contracts related to the foregoing with respect Business that will not be assigned to Buyer at Closing by virtue of the preceding sentence. In the event that any such consent that is not obtained prior to or such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing is consummated, Seller shall cooperate with Purchaser Buyer following the Closing Date in any commercially reasonable arrangement (a “Contract Arrangement”) designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser Buyer of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by PurchaserBuyer, acting as an agent on behalf of Purchaser Buyer or as Purchaser Buyer shall otherwise reasonably require, all at Purchaser’s expense; provided that Seller shall not be obligated to expend any funds in connection with such cooperation. In addition, with respect to any such consent that is not obtained prior to the Closing, at Buyer shall perform Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract and indemnify Seller for any and all Losses arising out of its failure to do so and, in the extent event it fails to perform such obligations, Seller’s obligations would have under this Agreement to cooperate with Buyer under, in or otherwise been Assumed Liabilities if such Transferred with respect to, any Contract had been assigned to Purchaser at the ClosingArrangement shall terminate.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller Sellers to Purchaser Buyer of any Transferred license, contract or lease that is designated an Assigned Contract or an Intellectual Property License (including the Designated Licenses) is not permitted by Bankruptcy Court order or otherwise or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the Closinglicense, contract or lease, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract license, contract or lease if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contractlicense, contract or lease, and Purchaser Buyer shall assume no obligations or liabilities under any thereunder. In such Transferred Contractevent, Sellers shall exercise their best efforts, in good faith, to obtain the consent of the other party to such license, contract or lease to permit assignment of such license, contract or lease to Buyer. Notwithstanding the foregoing Sellers shall advise Buyer promptly in writing with respect to any license, contract or lease under which it knows or has reason to believe it will not receive the required consent. Sellers shall take all reasonable actions requested by Buyer and cooperate with Buyer to obtain any new license, contract or lease (if necessary) on substantially similar terms and conditions as those under the existing license, contract or lease. Without in any way limiting Sellers obligations to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assigned Contracts, Intellectual Property Licenses and the Transferred Assets to Buyer hereunder, if any such consent that is not obtained prior or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Sellers shall continue to the Closing, at Purchaser’s request, Seller use their best efforts to obtain such consents and shall cooperate with Purchaser following the Closing Date Buyer in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations) under the such licenses, contracts or leases. Nothing contained in this section shall be deemed a waiver by Buyer of its right to determine that the non-assignability of any license, contract or lease constitutes a Material Adverse Effect to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, Acquired Assets with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date transactions contemplated in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingthis Agreement.

Nonassignable Contracts. To Anything in this Agreement to the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the Closingcontrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, or any claim, contractual obligation or authorization of a Governmental Authority, lease, commitment, sales, service or purchase order, or any claim, right or benefit arising thereunder or resulting therefrom, if the Asset Purchase would be deemed to constitute an attempted assignment thereof without the required consent, approval or novation of any such Transferred Contract if such consent is not given or if such assignment otherwise a third party thereto and would constitute a breach ofthereof, or cause in any way Adversely Affect the rights of Seller or Buyer thereunder. Buyer acknowledges that the ability of the parties to obtain the consents contemplated hereunder may be affected by a loss change in the dynamics of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contractthe relevant market resulting from the Asset Purchase by the Buyer. Notwithstanding the foregoing with respect to any foregoing, if such consent that consent, approval or novation is not obtained prior to obtained, or if the Closing, at Purchaser’s requestconsummation of the Asset Purchase would Adversely Affect the rights of Seller thereunder so that Buyer would not in fact receive the benefit of all such rights, Seller shall cooperate with Purchaser following the Closing Date Buyer in any reasonable arrangement designed to provide Purchaser with for the rights and benefits (subject thereof to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred ContractBuyer, including the without limitation subcontracting, sublicensing or subleasing to Buyer or enforcement for the benefit of Purchaser Buyer of any and all rights of Seller against any other a third party thereto arising out of any the breach or cancellation by such third party or otherwise; and any assumption by Buyer of obligations thereunder in connection with the Asset Purchase which shall require the consent, approval or novation of any third party shall be made subject to such Transferred Contract by such consent, approval or novation being obtained. Any third party cost (other party and, if requested by Purchaser, acting as an agent on behalf than Contracts with customers of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, the Businesses) in connection with respect to obtaining any such consent that is not obtained prior consent, approval or novation shall be borne 50% by Buyer and 50% by Seller. Nothing in this Section 2.6 should be deemed a waiver by Buyer of its rights to receive an effective assignment of all the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingSubject Assets.

Nonassignable Contracts. To Notwithstanding anything set forth herein to the extent that the assignment hereunder by Seller contrary, no Contracts, properties, rights or other Assets shall be deemed sold, transferred or assigned to Purchaser of any Transferred Contract is not permitted pursuant to this Agreement if the attempted sale, transfer or is not permitted assignment thereof to Purchaser without the consent or approval of any other another party to such Transferred Contract and such consent shall not have been received as of the time of the Closing, this Agreement shall not or governmental authority would be deemed to constitute an assignment of any such Transferred Contract if such consent is not given ineffective or if such assignment otherwise would constitute a breach ofof contract or a violation of any Law or would in any other way materially and adversely affect the rights of Sellers (or Purchaser as transferee or assignee) and such consent or approval is not obtained on or prior to the Closing Date. In such case, to the extent possible: (i) the beneficial interest in or cause a loss to such Contracts, properties or other Assets (collectively, the "Beneficial Rights") shall in any event pass as of contractual benefits under, any such Transferred Contract, the Closing Date to Purchaser pursuant to this Agreement and (ii) Purchaser shall assume no obligations or discharge the liabilities of Sellers under such Beneficial Rights (the "Retained Liabilities") as agent for Sellers, and Sellers shall act as Purchaser's agent in receipt of any such Transferred Contractbenefits, rights or interests received from the Beneficial Rights and in discharging any Retained Liabilities. Notwithstanding the foregoing with respect Purchaser and Sellers shall use reasonable efforts (and bear their respective costs) without payment of any fees, penalties or other amounts to any third party to obtain or secure consents or approvals for the contracts, properties, rights or other Assets that may be necessary to effect the legal and valid sale, transfer or assignment of Contracts, properties, rights or other Assets underlying the Beneficial Rights and Retained Liabilities. Purchaser and Sellers shall make or complete such consent that is not obtained prior to the Closing, at Purchaser’s request, Seller shall transfers as soon as reasonably practicable and cooperate with Purchaser following the Closing Date each other in any other reasonable arrangement designed to provide for Purchaser with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser Beneficial Rights including enforcement at the Closing) under any such Transferred Contract, including the enforcement cost and for the benefit account of Purchaser of any and all rights of Seller Sellers against any the other party arising out of any breach or cancellation of any such Transferred Contract by such other party andthereto, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed and to provide for the discharge by Purchaser with the rights and benefits of Retained Liability under any such Transferred ContractContracts, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingproperties or other Assets.

Nonassignable Contracts. To the extent that the assignment hereunder by the Seller to the Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and the Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding The Seller shall advise the foregoing Purchaser promptly in writing with respect to any Contract which the Seller knows or has substantial reason to believe will not be able to be assigned to the Purchaser hereunder. Without in any way limiting the Seller’s relevant representations and warranties or its obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Assets to the Purchaser hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the ClosingClosing hereunder is consummated, at Purchaser’s request, the Seller shall cooperate with the Purchaser following the Closing Date in any reasonable arrangement designed to provide the Purchaser with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of the Purchaser of any and all rights of the Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by the Purchaser, acting as an agent on behalf of the Purchaser or as the Purchaser shall otherwise reasonably require, all at Purchaserthe Seller’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.

Nonassignable Contracts. To Anything contained herein to the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the Closingcontrary notwithstanding, this Agreement shall not be deemed to constitute an agreement to assign any Contract or Asset if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any such Transferred Contract if way impair the rights of a party thereunder. If any such consent is not given obtained or if an attempted assignment would be ineffective or would impair such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities party's rights under any such Transferred Contract. Notwithstanding Contract or Asset so that the foregoing party entitled to the benefits of such purported transfer (the "Intended Transferee") would not receive all such rights, then (x) the party purporting to make such transfer (the "Intended Transferor") shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by law, the benefits of any such Contract or Asset and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such consent that is not obtained prior to Contract or Asset and (y) in consideration thereof the ClosingIntended Transferee shall pay, at Purchaser’s request, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights perform and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent discharge on behalf of Purchaser or as Purchaser shall otherwise reasonably require, the Intended Transferor all at Purchaser’s expenseof the Intended Transferor's Liabilities thereunder in a timely manner and in accordance with the terms thereof. In addition, with respect the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to any place the Intended Transferee, insofar as reasonably possible, in the same position as if such consent that is not obtained prior Contract or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to the ClosingIntended Transferee. If and when such consents and approvals are obtained, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date transfer of the applicable Contract or Asset shall be effected in any reasonable arrangement designed to provide Purchaser accordance with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingterms of this Agreement.

Nonassignable Contracts. To Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by Seller to Purchaser Buyer of any Transferred Assumed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Contract, this Agreement shall will not be deemed to constitute an assignment of any such Transferred Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Assumed Contract. Notwithstanding Seller will advise Buyer in writing at least five Business Days prior to the foregoing Closing with respect to any Assumed Contract which Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder at the Closing. Without in any way limiting Seller’s obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder as required by this Agreement, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and if the Closing, at Purchaser’s requestClosing will occur, Seller shall will cooperate with Purchaser Buyer at Seller’s expense following the Closing Date in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Assumed Contract, including the enforcement for the benefit of Purchaser Buyer of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Assumed Contract by such other party and, if requested by PurchaserBuyer, acting as an agent on behalf of Purchaser Buyer or as Purchaser shall Buyer will otherwise reasonably require, and Buyer will pay and perform all at Purchaser’s expense. In addition, with Assumed Liabilities in respect to of any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Assumed Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned arising subsequent to Purchaser at the Closing.

Nonassignable Contracts. To (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.3, to the extent that the assignment hereunder by Seller sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Purchaser Buyers of any Transferred Contract Subordinated Notes would result in a violation of any Requirements of Law, or would require the consent, authorization, approval or waiver of a Person who is not permitted or is not permitted without the consent of any other a party to such Transferred Contract this Agreement or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Required Consent”), and such consent Required Consent shall not have been received as of the time of obtained prior to the Closing, this Agreement shall not be deemed constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof (a “Deferred Item”); provided, however, that the Closing shall occur notwithstanding the foregoing without any adjustment to constitute the Purchase Price on account thereof, provided that if an assignment of agreement to assign or transfer a Deferred Item, other than any such Transferred Contract if such consent Deferred Item subject to a Required Consent (a “Deferred Consent”), is not given obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyers would not receive all such assignment otherwise would constitute a breach ofrights, then, in each such case, (i) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (ii) from and after the Closing, Sellers and Buyers will cooperate, in all reasonable respects, to seek to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither Sellers nor Buyers shall be required to make any payments or cause a loss of contractual benefits under, agree to any such Transferred Contractundertakings in connection therewith, and Purchaser shall assume no (iii) until such Deferred Consent is obtained, Sellers and Buyers will cooperate, in all reasonable respects, to provide to Buyers the benefits under the Deferred Item to which such Deferred Consent relates (with Buyers entitled to all the benefits and subject to all of the obligations thereunder arising from and after the Closing except for any obligations arising from or liabilities under related to (1) any such Transferred Contract. Notwithstanding the foregoing with respect to any such consent that is not obtained material breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a material breach or violation thereunder upon notice or passage of time or (2) a material breach of any representation, warranty, covenant or agreement of Sellers in this Agreement). Following the Closing, at Purchaser’s requesteach of Sellers and Buyers shall use commercially reasonable efforts, Seller and shall cooperate with Purchaser following each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations on the Closing Date Subordinated Notes or to obtain in writing the unconditional release of all parties to such arrangements; provided, however, that neither Sellers nor Buyers shall be required to pay any reasonable arrangement designed consideration therefor and Buyers shall not be required to provide Purchaser assume any liability in connection therewith, except Buyers shall be responsible for any fees charged by the administrative agent in connection with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser obtaining of any Required Consent. Once such Required Consent is obtained, Sellers shall sell, assign, transfer, convey and all rights of Seller against any other party arising out of any breach or cancellation of any deliver to Buyers the relevant Subordinated Notes to which such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingRequired Consent relates for no additional consideration.

Nonassignable Contracts. To the extent that the assignment hereunder by the Seller to Purchaser the Buyer of any Transferred Assumed Commercial Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Commercial Contract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Assumed Commercial Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Assumed Commercial Contract. Notwithstanding the foregoing with respect to If any such consent that assignment of an Assumed Commercial Contract is not obtained prior to permitted and the ClosingClosing hereunder is consummated, at Purchaser’s requestthe Seller shall, Seller shall cooperate with Purchaser for a period of [***] following the Closing Date Date, cooperate with the Buyer in any reasonable arrangement designed to provide Purchaser the Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Assumed Commercial Contract, including including, upon the request of the Buyer, enforcement for the benefit of Purchaser the Buyer of any and all rights of the Seller against any other party arising out of any breach or cancellation of any such Transferred Assumed Commercial Contract by such other party and, if requested by Purchaserthe Buyer, acting as an agent on behalf of Purchaser the Buyer or as Purchaser the Buyer shall otherwise reasonably requirerequest, all at Purchaserthe Buyer’s expenseexpense; provided, that none of the Seller or any of its Affiliates shall be required to pay money to any third party, commence any litigation or offer or grant any material accommodation (financial or otherwise) to any third party in connection with such efforts. In additionFor the avoidance of doubt, with respect the Buyer acknowledges and agrees that, to the extent that any of the Transferred Copyrights or materials in connection therewith or any transferred websites contain (i) any Seller Brands, no ownership or transfer of the Seller Brands shall occur and the Seller retains full right, title and interest in and to any such consent that Seller Brands and the Buyer shall only have the limited right to use such Seller Brands pursuant to Section 5.6, or (ii) any marks, images, information or other items of a third party for which the Seller received a right to use from a third party, no right, title or interest in any such third party xxxx, image, information or item is not obtained prior being transferred or assigned to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following Buyer and the Closing Date in any reasonable arrangement designed Buyer shall have no right to provide Purchaser with the rights and benefits under use any such Transferred Contractthird party xxxx, Purchaser shall assume image, information or item unless and until the obligations under Buyer, in its sole discretion, obtains a license from any such Transferred Contract to the extent third party for any such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closinguse.

Nonassignable Contracts. To the extent that the assignment hereunder Nothing in this Agreement shall be construed as an attempt or agreement to assign any Acquired Asset which by Seller to Purchaser of any Transferred Contract its terms or by law is not permitted nonassignable, or is not permitted nonassignable without the consent of any other party to such Transferred Contract Third Party, including, without limitation, the Assigned Contracts listed in Schedule 2.9 (the “Nonassignable Contracts”). Unless and such consent shall not have been received as until the necessary consents are obtained for the assignment of the time of Nonassignable Contracts: (a) Seller agrees to cooperate with Purchaser and use Seller’s reasonable best efforts to promptly obtain such consents for the ClosingNonassignable Contracts listed in Schedule 2.9(a) and, this Agreement if requested by Purchaser, the Nonassignable Contracts listed in Schedule 2.9(b), in each case at Seller’s expense (provided that Seller shall not be deemed to constitute an assignment responsible for the payment of any such Transferred fees not required by the terms of the Nonassignable Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, in connection with its assignment); (b) Seller and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect to any such consent that is not obtained prior to the Closing, at Purchaser’s request, Seller shall cooperate with Purchaser following the Closing Date each other in any reasonable arrangement and lawful arrangements designed to provide permit Purchaser with to enjoy the rights and benefits of Seller (subject to the obligationsincluding, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contractwithout limitation, including the enforcement for the benefit of Purchaser of any and all rights of Seller against a third party thereunder), and to perform the obligations of Seller (including, without limitation, any other party arising out of any breach or cancellation of any such Transferred Contract by such other party payment obligations), under the Nonassignable Contracts listed in Schedule 2.9(a) and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably requirethe Nonassignable Contracts listed in Schedule 2.9(b), all in each case at Purchaser’s expense. In addition, expense (provided that Seller shall be responsible for any fees required by the terms of a Nonassignable Contract in connection with its assignment); and (c) Seller appoints Purchaser as its attorney-in-fact to act in its name on its behalf with respect to any such consent that is not obtained prior Nonassignable Contracts. Subject to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits performance by Seller of its obligations under any such Transferred Contractthis Section 2.9, Purchaser shall assume agrees to indemnify, defend and hold harmless the obligations under Seller Indemnified Parties from and against any such Transferred Contract and all liability, damages, judgments, fines, penalties, amounts paid in settlement and any other amounts suffered by the Seller Indemnified Parties (including attorneys’ fees) that arise out of or result from the failure to obtain the required Third Party consent to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at assignment of any of the ClosingNonassignable Contracts set forth in Schedule 2.9.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract the Contracts is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contractthereunder. Notwithstanding the foregoing Seller shall advise Purchaser promptly in writing with respect to any Contract which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting Seller's obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Purchaser hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits (benefits, subject to the obligations, to under the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party person arising out of any breach or cancellation of any such Transferred Contract by such other party person and, if requested by Purchaser, acting Seller shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, in each case at Seller’s request, upon Seller’s cooperation with Purchaser following 's cost. Seller agrees to continue its existence for at least three (3) years from the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingDate.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller Contributor to Purchaser FADV of any Transferred Assumed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Assumed Contract if such consent is not given or and if such assignment otherwise would constitute a material breach of, or cause a loss of contractual benefits under, any such Transferred Assumed Contract, and Purchaser FADV shall assume no direct obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect to any Assumed Contract until such consent that is obtained. If any consent or waiver necessary for the sale, transfer, assignment and delivery of an Assumed Contract is not obtained prior to or if such assignment is not permitted irrespective of consent and the ClosingClosing hereunder is consummated, at Purchaser’s request, Seller Contributor shall cooperate with Purchaser FADV following the Closing Date in any reasonable arrangement designed to provide Purchaser FADV with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Assumed Contract, including the enforcement for the benefit of Purchaser FADV and at FADV’s expense of any and all rights of Seller Contributor against any other party arising out of any breach or cancellation of any such Transferred Assumed Contract by such other party and, if requested by PurchaserFADV, acting as an agent on behalf of Purchaser FADV or as Purchaser FADV shall otherwise reasonably require; provided that FADV shall bear Contributor’s reasonable out-of-pocket expenses as such agent and shall indemnify Contributor for actions taken or not taken as such agent; provided, all at Purchaser’s expense. In additionfurther, that FADV shall cooperate with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser Contributor following the Closing Date in any reasonable arrangement designed to provide Purchaser with require FADV to assume, be responsible for and otherwise meet the rights burdens and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingContract.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller or the Subsidiaries to Purchaser Buyer of any Transferred Assumed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Assumed Contract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Assumed Contract. Notwithstanding the foregoing Seller shall use its best efforts to advise Buyer promptly in writing with respect to any Assumed Contract which Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder. Without in any way limiting Seller's obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall cooperate with Purchaser Buyer following the Closing Date in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Assumed Contract, including the enforcement for the benefit of Purchaser Buyer of any and all rights of Seller or the Subsidiaries against any other party arising out of any breach or cancellation of any such Transferred Assumed Contract by such other party and, if requested by PurchaserBuyer, acting as an agent on behalf of Purchaser Buyer or as Purchaser Buyer shall otherwise reasonably require, all at Purchaser’s expense. In addition, and Buyer shall reimburse Seller for its out-of-pocket expenses incurred in connection with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingactions.

Nonassignable Contracts. To the extent Nothing in this Agreement shall be construed as an attempt or agreement to assign (i) any contract, agreement, license, lease, sales order, purchase order or other commitment that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted shall be nonassignable without the consent of any the other party to such Transferred Contract and or parties thereto unless such consent shall not have been received given, (ii) any contract or claim as to which all the remedies for the enforcement thereof enjoyed by the Sellers would not pass to the Buyer as an incident of the time of the Closingassignments provided for by this Agreement, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if unless such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect to any such consent that is not obtained prior to the Closing, at Purchaser’s request, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as or parties shall be obtained or the Sellers shall obtain an agent on behalf order of Purchaser the Bankruptcy Court (the "Bankruptcy Court Assignment Approval Order") for the assignment of such contracts to Buyer pursuant to Section 365 of the Bankruptcy Code and such Bankruptcy Court Assignment Approval Order shall become final and no longer subject to appeal or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense(ii) any Asset subject to a Lien. In additionorder, with respect however, that the full value of every contract and claim of the character and Asset described in clauses (i), (ii) and (iii) above and all claims and demands on such contracts may be realized, Sellers will use commercially reasonable efforts to any such consent that is not obtained prior to obtain (a) approval for the Closingassignments, at Seller’s request(b) the execution of novation agreements, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the (c) TI's subcontracting of all of its rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract contract, agreement or other commitment to the Buyer or one of its Affiliates, as the case may be, or (d) removal of any such Lien on any of the Assets (except for the Raycal Lien as hereinafter defined) or to obtain a Bankruptcy Court Assignment Approval Order assigning such contracts final and no longer subject to appeal. In the event that Sellers shall be unable to obtain the consents or releases referred to herein or a Bankruptcy Court Assignment Approval Order referred to herein, Buyer and Sellers expressly agree that Sellers shall extend to Buyer all of the benefits of their rights under all such contracts provided that Buyer agrees to indemnify Sellers for all of Sellers' contractual obligations under such contracts to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingprovided in Article II of this Agreement.

Nonassignable Contracts. To the extent that the assignment hereunder ----------------------- by Seller to Purchaser Buyer of any Transferred Contract contract, commitment, license, lease or other agreement of Seller (the "Contracts") is not permitted prohibited or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Contractthereunder. Notwithstanding Prior to the foregoing Closing, Seller shall advise Buyer promptly in writing with respect to any Contract as to which it knows it will not receive any required consent. Without in any way limiting Seller's obligation pursuant to Section 9.3. to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Buyer hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall shall, if requested by Buyer, cooperate with Purchaser following the Closing Date Buyer in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred the Contract, including the enforcement including, if reasonably requested by Buyer, by enforcing for the benefit of Purchaser of Buyer any and all rights of Seller against any other party person arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaserperson, acting as an agent on behalf of Purchaser or Buyer, subcontracting to Buyer the right to perform under the Contract on the same economic terms as Purchaser applied to Seller prior to the Closing and acting as Buyer shall otherwise reasonably require, all in each case at Purchaser’s Buyer's expense. In addition, Acceptance of any such arrangement shall constitute a waiver by Buyer of any claim or alleged breach under this Agreement with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingContracts.

Nonassignable Contracts. To Anything contained herein to the extent that contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement will not constitute an agreement to assign any Delayed Equity Interest, Contract or other Automotive Asset if an assignment or attempted assignment of the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted same without the consent Consent of another Person would not be effective or constitute a breach thereof or entitle any other party thereto to terminate, or accelerate or assert additional material rights thereunder or with respect thereto. If any such Transferred Contract and Consent is not obtained or if an attempted assignment would be ineffective or have such consent other effect, then (a) the party purporting to make such transfer (the “Intended Transferor”) shall not have been received as (i) provide or cause to be provided to the party entitled to the benefits of such purported transfer (the time of “Intended Transferee”), to the Closingextent permitted by Law, this Agreement shall not be deemed to constitute an assignment the benefits of any such Transferred Contract if or Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such consent is not given benefits to the Intended Transferee, (iii) enforce, at the request of and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or if Automotive Asset, including the right to elect to terminate any such assignment otherwise would constitute a breach ofContract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) promptly pay or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding to be paid to the foregoing Intended Transferee when received all moneys received by the Intended Transferor with respect to any such consent that is not obtained prior to Contract or Automotive Asset and (b) in consideration for the Closingmatters described in clause (a) above, at Purchaserthe Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor’s request, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits Liabilities thereunder (subject to the obligations, to the extent such obligations Liabilities would otherwise have otherwise been Assumed Liabilities if such Transferred Contract had been assigned assumed by the Intended Transferee pursuant to Purchaser at Section 1.3(a)) in a timely manner and in accordance with the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expenseterms thereof. In addition, with respect the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to any place the Intended Transferee, insofar as reasonably possible, in the same position as if such consent Contract or Automotive Asset had been transferred as contemplated hereby and so that is not obtained prior all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will inure to the ClosingIntended Transferee. If and when such Consents are obtained, at Seller’s requestthe transfer of the applicable Delayed Equity Interest, upon Seller’s cooperation with Purchaser following the Closing Date Contract or Automotive Asset will be effected in any reasonable arrangement designed to provide Purchaser accordance with the rights terms of this Agreement. The parties acknowledge and benefits under any such Transferred Contract, Purchaser agree that the transfers of the Delayed Equity Interests shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingbe governed by this Section 1.5.”

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract the Contracts is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contractthereunder. Notwithstanding the foregoing Seller shall advise Purchaser promptly in writing with respect to any Contract which it knows or has reason to know that it will not receive any required consent. Without in any way limiting Seller's obligation to use commercially reasonable efforts to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Purchaser hereunder, if any such consent that is not obtained prior to the Closingor if such assignment is not permitted irrespective of consent and, at Purchaser’s request's election, the Closing hereunder is consummated, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits (benefits, subject to the obligations, to under the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party person arising out of any breach or cancellation of any such Transferred Contract by such other party person and, if requested by Purchaser, acting Seller shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require; provided, all at Purchaser’s expense. In additionhowever, with respect that Seller shall not be required to pay any such amount or undertake any obligation not referred to in the particular document or agreement for which consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingbeing obtained.

Nonassignable Contracts. To Notwithstanding anything to the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the Closingcontrary contained in this Agreement, this Agreement shall not constitute an agreement to transfer, sell or otherwise assign any contract, license, or other agreement or arrangement which is not permitted to be assigned in connection with a transaction of the type contemplated by this Agreement (collectively, the “Unassigned Contracts”). The beneficial interest in and to each Unassigned Contract shall in any event pass to Buyers, as applicable, at the Closing, and Parent and Seller covenant and agree to cooperate with Buyers in any lawful arrangement to provide Buyers, as applicable, with Seller’s and/or its Affiliates’ entire interest in the benefits under each Unassigned Contract and to otherwise work in good faith to achieve an assignment. Seller shall remain obligated to comply with its obligations under an Unassigned Contract until such time as such Unassigned Contract (together with all rights, claims and interests with respect thereto) is assigned to the applicable Buyer at which time it shall become a Transferred Contract. Seller shall retain all rights in the Transferred Assets solely to the limited extent necessary to perform, and for the sole purpose of performing, its obligations under any Unassigned Contract in a manner consistent with past practice. If and only to the extent either Buyer receives the economic benefits under an Unassigned Contract, such Buyer agrees to accept the burdens and perform the obligations under such Unassigned Contract as subcontractor of Seller. Furthermore, if the other party(ies) to an Unassigned Contract subsequently consents to the assignment of such contract to a Buyer (without modification thereto which is adverse to such Buyer), such Buyer shall thereupon agree to assume and perform all liabilities and obligations arising thereunder after the date of such consent, at which time such Unassigned Contract shall be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect to any such consent that is not obtained prior anything to the Closingcontrary set forth herein, at Purchaser’s request, Seller Parent shall cooperate with Purchaser following the Closing Date be responsible for any payment of any fee or penalty in any reasonable arrangement designed to provide Purchaser connection with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit assignment of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Unassigned Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closinga Buyer.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchaser Buyer of any Transferred Contract contract, commitment, license, lease or other agreement of Seller (the "Contracts") is not permitted prohibited or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Contractthereunder. Notwithstanding Prior to the foregoing Closing, Seller shall advise Buyer promptly in writing with respect to any Contract as to which it knows it will not receive any required consent. Without in any way limiting Seller's obligation pursuant to Section 9.3. to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Buyer hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall shall, if requested by Buyer, cooperate with Purchaser following the Closing Date Buyer in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred the Contract, including the enforcement including, if reasonably requested by Buyer, by enforcing for the benefit of Purchaser of Buyer any and all rights of Seller against any other party person arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaserperson, acting as an agent on behalf of Purchaser or Buyer, subcontracting to Buyer the right to perform under the Contract on the same economic terms as Purchaser applied to Seller prior to the Closing and acting as Buyer shall otherwise reasonably require, all in each case at Purchaser’s Buyer's expense. In addition, Acceptance of any such arrangement shall constitute a waiver by Buyer of any claim or alleged breach under this Agreement with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingContracts.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller the Sellers to Purchaser the Buyer of any Transferred Assumed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Assumed Contract, and Purchaser the Buyer shall assume no obligations or liabilities under any such Transferred ContractAssumed Contract until such consent is obtained. Notwithstanding Each Seller shall use its reasonable best efforts to advise the foregoing Buyer promptly with respect to any such Assumed Contract which either Seller knows will not be subject to assignment to the Buyer hereunder. If any consent that or waiver necessary for the sale, transfer, assignment and delivery of an Assumed Contract is not obtained prior to or if such assignment is not permitted irrespective of consent and the ClosingClosing hereunder is consummated, at Purchaser’s request, each Seller shall cooperate with Purchaser the Buyer following the Closing Date in any reasonable arrangement designed to provide Purchaser the Buyer with the rights and benefits (subject to the obligations, to Buyer's assumption of all of the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingand liabilities thereunder) under any such Transferred Assumed Contract, including the enforcement for the benefit of Purchaser the Buyer and at the Buyer's expense of any and all rights of each Seller against any other party arising out of any breach or cancellation of any such Transferred Assumed Contract by such other party and, if requested by Purchaserthe Buyer, acting as an agent on behalf of Purchaser the Buyer or as Purchaser the Buyer shall otherwise reasonably require, ; provided that the Buyer shall bear the Sellers' reasonable out-of-pocket expenses as such agent (and shall advance the Sellers' reasonable anticipated out-of-pocket expenses). The Buyer and the Sellers shall use their reasonable best efforts to cause all at Purchaser’s expense. In addition, of MSC's and the Sellers' obligations under MSC's agreement with respect PanCanadian Energy Services Inc. to any such consent that is not obtained provide the Sellers natural gas to be assigned to the Buyer on or prior to the sixtieth (60/th/) day following the Closing. To the extent the assignment of all of MSC's obligations under such agreement has not occurred on or prior to the sixtieth (60/th/) day following the Closing, at Seller’s requestMSC will terminate the agreement as soon as reasonably practicable thereafter and the Buyer will be responsible for, upon Seller’s cooperation with Purchaser and be obligated to pay to MSC within ten (10) Business Days of receipt of notice thereof, any and all out-of-pocket costs required to terminate such agreement, and any additional costs incurred by MSC under such agreement during the sixty (60) day period following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred ContractClosing, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingas reasonably determined by MSC.

Nonassignable Contracts. To Notwithstanding anything contained herein to the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the Closingcontrary, this Agreement shall not be deemed to constitute an agreement to assign any Asset or assume any Liability if an assignment or assumption or attempted assignment or assumption of the same without the consent of another Person would constitute a breach thereof or in any such Transferred Contract if way impair the rights of a party thereunder (including a party hereunder) or give to any third party any rights with respect thereto. If any such consent is not given obtained or if such any attempted assignment otherwise or assumption would constitute be ineffective or would so impair a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing party's rights with respect to any such consent Asset or Liability so that is not obtained prior the party entitled to the Closingbenefits (including relief from Liability) associated with such purported transfer (the "Intended Transferee") would not receive all of such benefits, at Purchaser’s requestthen, Seller as appropriate, (w) the party purporting to make such transfer (the "Intended Transferor") shall cooperate with Purchaser following the Closing Date in any use commercially reasonable arrangement designed efforts to provide Purchaser with the rights and benefits (subject or cause to be provided to the obligationsIntended Transferee, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at permitted by law, the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation benefits of any such Transferred Contract Asset or Liability (x) the Intended Transferee, to the extent permitted by law, shall use commercially reasonable efforts to assume such other party andLiability so that the Intended Transferor is relieved therefrom, if requested (y) the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, the Intended Transferor with respect to any such consent that is not obtained prior Asset and (y) the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder in a timely manner and accordance with the terms thereof which it may do without breach. In addition, the Intended Transferor and Intended Transferee, as the case may be, shall take such other actions as may be reasonably be requested by the other party in order to place the (i) Intended Transferee, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to the ClosingIntended Transferee and (ii) Intended Transferor, at Seller’s requestinsofar as reasonably possible, upon Seller’s cooperation with Purchaser following in the Closing Date same position as if such Liability had been transferred as contemplated hereby so that the Intended Transferor shall be relieved therefrom. If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in any reasonable arrangement designed to provide Purchaser accordance with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingterms of this Agreement.

Nonassignable Contracts. To Notwithstanding anything to the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the Closing----------------------- contrary in this Agreement, this Agreement shall not be deemed to constitute an agreement to assign or transfer any Site or any Governmental Approval, instrument, contract, lease, warranty, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of any such Transferred Contract if such consent is not given a third party or if such assignment otherwise a waiver of a third party's rights would constitute a breach ofor violation thereof or affect adversely the rights of Buyer, Buyer LP, Seller or cause any of Seller's Subsidiaries thereunder or thereto. Any transfer or assignment to Buyer or Buyer LP by Seller or any of Seller's Subsidiaries of any interest in such Governmental Approval, instrument, contract, lease, warranty, permit or other agreement or arrangement that requires the consent of a loss of contractual benefits under, any third party shall be made subject to such Transferred Contract, and Purchaser shall assume no obligations consent or liabilities under any such Transferred Contractapproval being obtained. Notwithstanding In the foregoing with respect to event any such consent that or approval is not obtained on or prior to the Closingapplicable Closing Date, at Purchaser’s request, each of Buyer and Seller shall continue to use all reasonable efforts to obtain any such approval or consent after the applicable Closing Date until such time as such consent or approval has been obtained, and Seller will cooperate with Purchaser following the Buyer (it being understood that such efforts shall not include any requirement of Seller or any of its Subsidiaries to expend money or grant any financial accommodation (other than its own reasonable fees and expenses of counsel and advisors), unless Buyer has agreed to reimburse Seller or such Subsidiaries therefor) to provide that from and after such Closing Date Buyer shall receive the interest of Seller or its Subsidiaries, as the case may be, in any reasonable arrangement designed to provide Purchaser with the rights benefits under (and benefits (subject to the obligations, to the extent permitted by) any such obligations instrument, contract, lease, warranty or permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have otherwise been Assumed Liabilities responsible therefor if such Transferred Contract consent or approval had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expenseobtained. In addition, with respect Seller shall take such other actions (at Buyer's expense) as may reasonably be requested by Buyer in order to any place Buyer, insofar as reasonably possible, in the same position as if such consent that is not obtained prior Governmental Approval, instrument, contract, lease, warranty, permit or other agreement or arrangement had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to and be assumed by Buyer, in each case, from and after such applicable Closing Date. If and when such consents and approvals are obtained, the Closingtransfer of the applicable Governmental Approval, at Seller’s requestinstrument, upon Seller’s cooperation with Purchaser following the Closing Date contract, lease, warranty, permit or other agreement or arrangement shall be effected in any reasonable arrangement designed to provide Purchaser accordance with the rights terms of this Agreement. Seller agrees to execute and benefits under any deliver or cause its Subsidiaries to execute and deliver, such Transferred Contractagreements and other instruments, Purchaser shall assume in form and substance reasonably acceptable to Seller, as Buyer may reasonably request in order to effectuate the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingprovisions of this Section 2.9 and which do not increase Seller's liability or exposure beyond that which is contemplated by this Agreement.

Nonassignable Contracts. To the extent that the assignment ----------------------- hereunder by Seller to Purchaser Buyer of any Transferred Assumed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Contract, this Agreement shall not be deemed to constitute an agreement to assign such Assumed Contract or an assignment of any such Transferred Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Assumed Contract, and Purchaser (notwithstanding anything to the contrary in Section 2.3 above) Buyer shall assume no obligations or liabilities under any such Transferred Assumed Contract. Notwithstanding the foregoing Seller shall use its reasonable efforts to advise Buyer promptly in writing with respect to any such Assumed Contract which Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder. If any consent that or waiver necessary in accordance with Section 5.2 for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller and Buyer shall cooperate with Purchaser each other following the Closing Date in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (and to impose on Buyer the obligations and liabilities to which Buyer would have become subject if such contract had been effectively transferred to the obligationsBuyer and become an Assumed Contract hereunder (subject, in any case, to the extent such obligations would have limitations on liabilities and indemnification rights otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingprovided in this Agreement)) under any such Transferred Assumed Contract, including the enforcement for the benefit of Purchaser Buyer of any and all rights of Seller against any other party arising out of any breach or unpermitted cancellation of any such Transferred Assumed Contract by such other party and, if requested by PurchaserBuyer, acting as an agent on behalf of Purchaser Buyer or as Purchaser Buyer shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchaser Buyer of any Transferred Contract contract, commitment, license, lease or other agreement of Seller (the "Contracts") is not permitted prohibited or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Contractthereunder. Notwithstanding Prior to the foregoing Closing, Seller shall advise Buyer promptly in writing with respect to any Contract as to which it knows it will not receive any required consent. Without in any way limiting Seller's obligation pursuant to Section 8.3. to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Buyer hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall shall, if requested by Buyer, cooperate with Purchaser following the Closing Date Buyer in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred the Contract, including the enforcement including, if reasonably requested by Buyer, by enforcing for the benefit of Purchaser of Buyer any and all rights of Seller against any other party person arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaserperson, acting as an agent on behalf of Purchaser or Buyer, subcontracting to Buyer the right to perform under the Contract on the same economic terms as Purchaser applied to Seller prior to the Closing and acting as Buyer shall otherwise reasonably require, all in each case at Purchaser’s Buyer's expense. In addition, Acceptance of any such arrangement shall constitute a waiver by Buyer of any claim or alleged breach under this Agreement with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingContracts.

Nonassignable Contracts. To Notwithstanding anything set forth herein to the extent that contrary, no contracts, properties, rights or other assets of the Seller shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment hereunder by Seller thereof to Purchaser of any Transferred Contract is not permitted or is not permitted Buyer without the consent or approval of any other another party to such Transferred Contract and such consent shall not have been received as of the time of the Closing, this Agreement shall not or governmental entity would be deemed to constitute an assignment of any such Transferred Contract if such consent is not given ineffective or if such assignment otherwise would constitute a breach of, of contract or cause a loss violation of contractual benefits under, any such Transferred Contract, law or regulation or would in any other way materially and Purchaser shall assume no obligations adversely affect the rights of Seller (or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect to any Buyer as transferee or assignee) and such consent that or approval is not obtained on or prior to the ClosingClosing Date. In such case, at Purchaser’s requestto the extent possible, Seller (i) the beneficial interest in or to such contracts, properties or other assets (collectively, the "BENEFICIAL RIGHTS") shall cooperate with Purchaser following in any event pass as of the Closing Date to Buyer under this Agreement, and (ii) pending such consent or approval, Buyer shall assume or discharge the liabilities of the Seller under such Beneficial Rights as agent for the Seller, and Seller shall act as Buyer's agent in receipt of any benefits, rights or interests received from the Beneficial Rights. Buyer and Seller shall use reasonable best efforts (and bear their respective costs) without payment of any material fees, penalties or other amounts to any third party to obtain or secure any and all consents or approvals that may be necessary to effect the legal and valid sale, transfer or assignment of contracts, properties, rights or other assets underlying the Beneficial Rights. Buyer and Seller shall make or complete such transfers as soon as reasonably practicable and cooperate with each other in any other reasonable arrangement designed to provide Purchaser with for Buyer the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser Beneficial Rights including enforcement at the Closing) under any such Transferred Contract, including the enforcement cost and for the benefit account of Purchaser Buyer of any and all rights of Seller against any the other party arising out thereto, and to provide for the discharge by Buyer of any breach liability under such contracts, properties or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingassets.

Nonassignable Contracts. To the extent that the assignment hereunder under this Agreement by Seller to Purchaser Buyer of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing Seller shall use commercially reasonable efforts to advise Buyer promptly in writing with respect to any Contract which Seller knows will or may not be assigned to Buyer under this Agreement. In the event that any such consent that is not obtained prior to or such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing is consummated, Seller shall cooperate with Purchaser Buyer following the Closing Date in any commercially reasonable arrangement (a “Contract Arrangement”) designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser Buyer of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by PurchaserBuyer, acting as an agent on behalf of Purchaser Buyer or as Purchaser Buyer shall otherwise reasonably require, all at Purchaser’s expense; provided that Seller shall not be obligated to expend any funds in connection with such cooperation. In addition, with respect to any such consent that is not obtained prior to the Closing, at Buyer shall perform Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract and indemnify Seller for any and all Losses arising out of its failure to do so and, in the extent event it fails to perform such obligations, Seller’s obligations would have under this Agreement to cooperate with Buyer under, in or otherwise been Assumed Liabilities if such Transferred with respect to, any Contract had been assigned to Purchaser at the ClosingArrangement shall terminate.

Nonassignable Contracts. At its own cost, Seller shall use all ----------------------- reasonable efforts to obtain all consents and approvals necessary to assign to Purchaser any contract, lease, license, permit or other agreement of Seller that is included in the Purchased Assets (the "Contracts"). To the extent that the assignment hereunder by Seller --------- to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contractthereunder. Notwithstanding the foregoing Seller shall advise Purchaser promptly in writing with respect to any Contract under which it knows or has reason to believe it will not receive the required consent. Without in any way limiting Seller's obligations to use all reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Purchaser hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall continue to use all reasonable efforts to obtain such consents and shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingContracts.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any PFS Asset or PFS Liability if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of a party thereunder or give to any third party any rights with respect thereto. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair such party's rights under any such PFS Asset or PFS Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the "Intended Transferee") would not receive all such rights and responsibilities, then (i) the party purporting to make such transfer (the "Intended Transferor") shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by law, the benefits of any such PFS Asset or PFS Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such PFS Asset and (ii) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such PFS Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to the Intended Transferee. If and when such consents and approvals are obtained, the transfer of the applicable PFS Asset shall be effected in accordance with the terms of this Agreement. To the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingPFS Liabilities include liabilities, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect commitments pursuant to any such consent that is not obtained prior to the Closingcontract, at Purchaser’s requestpermit, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits (subject to the obligationslicense, franchise or other right, Daisytek shall, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned contract, permit, license, franchise or other right is not a PFS Asset, upon request by PFSweb either assign the same to Purchaser at PFSweb or assert and seek to enforce the Closing) under any such Transferred Contract, including the enforcement same for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingPFSweb.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchaser of any Transferred contract, commitment, license, lease or other agreement of Seller representing a Contract Right is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of thereto (the time of the Closing"Nonassignable Contracts"), this Agreement shall not be deemed to constitute an assignment of any such Transferred Nonassignable Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Nonassignable Contract, and Purchaser shall assume no obligations or liabilities under thereunder. Seller will, prior to the Closing Date, use its best efforts (subject to the last sentence of Section 11.8 below) to obtain the consent of the other party to the assignment to Purchaser of any such Transferred ContractNonassignable Contract or any Contract Right. Notwithstanding the foregoing Seller shall advise Purchaser promptly in writing with respect to any Nonassignable Contract with respect to which it knows or has reason to believe it shall not receive any required consent. Without in any way limiting Seller's obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Nonassignable Contracts and the Purchased Assets to Purchaser hereunder or Purchaser's rights under Section 6.1(e) hereof, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits (benefits, subject to the obligations, to under the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred ContractNonassignable Contracts, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party Person arising out of any breach or cancellation of any such Transferred Contract by such other party and, Person and if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all in each case at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing's cost.

Nonassignable Contracts. To (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the assignment hereunder by Seller sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Purchaser the Buyer of any Transferred Contract Assets would result in a violation of any Requirements of Law, or would require the consent, authorization, approval or waiver of a Person who is not permitted or is not permitted without the consent of any other a party to such Transferred Contract this Agreement or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Required Consent”), and such consent Required Consent shall not have been received as of the time of obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof (a “Deferred Item”); provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article 8 and Article 9, the Closing shall occur notwithstanding the foregoing without any adjustment to the Transfer Price on account thereof, provided that if an agreement to assign or transfer a Deferred Item, other than any Deferred Item subject to a Required Consent (a “Deferred Consent”), is not obtained, or if an attempted assignment or transfer thereof would be deemed ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, then, in each such case, (i) the Deferred Item shall be withheld from sale pursuant to constitute an assignment this Agreement without any reduction in the Transfer Price, (ii) from and after the Closing, Seller and Buyer will cooperate, in all reasonable respects, to seek to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither Seller nor Buyer shall be required to make any payments or agree to any undertakings in connection therewith, and (iii) until such Deferred Consent is obtained, Seller and Buyer will cooperate, in all reasonable respects, to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the benefits and subject to all the obligations thereunder arising from and after the Closing except for any obligations arising from or related to (1) any material breach or violation thereunder prior to the Closing or any act or omission prior to the Closing that would have constituted a material breach or violation thereunder upon notice or passage of time or (2) a material breach of any representation, warranty, covenant or agreement of the relevant Seller in this Agreement). Following the Closing, each of Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such Transferred Contract if such consent is not given required consent, authorization, approval or if such assignment otherwise would constitute a breach ofwaiver, or cause a loss of contractual benefits underany release, any such Transferred Contract, substitution or amendment required to novate all liabilities and Purchaser shall assume no obligations or liabilities under any and all Assumed Obligations or other liabilities that constitute Assumed Obligations or to obtain in writing the unconditional release of all parties to such Transferred Contract. Notwithstanding arrangements, so that, in any case, the foregoing with respect Buyer shall be solely responsible for Assumed Obligations from and after the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any such consent consideration therefor and the Buyer shall not be required to assume any liability that is not obtained prior to an Assumed Obligation, except Buyer shall be responsible for any fees charged by the Closing, at Purchaser’s requestadministrative agent in connection with the obtaining of any Required Consent. Once such Required Consent is obtained, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights sell, assign, transfer, convey and benefits (subject deliver to the obligations, Buyer the relevant Transferred Asset to the extent which such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement Required Consent relates for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingno additional consideration.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchaser Buyer of any Transferred Contract contract, commitment, license, lease or other agreement of Seller (the "Contracts") is not permitted prohibited or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Contractthereunder. Notwithstanding Prior to the foregoing Closing, Seller shall advise Buyer promptly in writing with respect to any Contract as to which it knows it will not receive any required consent. Without in any way limiting Seller's obligation pursuant to Section 8.3. make efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Buyer hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall shall, if requested by Buyer, cooperate with Purchaser following the Closing Date Buyer in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred the Contract, including the enforcement including, if reasonably requested by Buyer, by enforcing for the benefit of Purchaser of Buyer any and all rights of Seller against any other party person arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaserperson, acting as an agent on behalf of Purchaser or Buyer, subcontracting to Buyer the right to perform under the Contract on the same economic terms as Purchaser applied to Seller prior to the Closing and acting as Buyer shall otherwise reasonably require, all in each case at Purchaser’s Buyer's expense. In addition, Acceptance of any such arrangement shall constitute a waiver by Buyer of any claim or alleged breach under this Agreement with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingContracts.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller Sellers to Purchaser of any Transferred Assumed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Assumed Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Assumed Contract. Notwithstanding the foregoing Sellers shall advise Purchaser promptly in writing with respect to any Assumed Contract which Sellers know or have any reason to believe will or may not be subject to assignment to Purchaser hereunder. Without in any way limiting Sellers’ obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Transferred Assets to Purchaser hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s request, Seller transactions contemplated hereunder are consummated: (a) Sellers shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Assumed Contract, including the including, without limitation, enforcement for the benefit of Purchaser of any and all rights of Seller Sellers against any other party arising out of any breach or cancellation of any such Transferred Assumed Contract by such other party andparty, and if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to ; and (b) Purchaser shall indemnify Sellers for any liability arising under such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser Assumed Contract following the Closing Date in as a result of any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingactions or omissions by Purchaser.

Nonassignable Contracts. To Anything contained herein to the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the Closingcontrary notwithstanding, this Agreement shall not be deemed to constitute an agreement to assign any Propel Asset or Propel Liability if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any such Transferred Contract if way impair the rights of a party thereunder or give to any third party any rights with respect thereto. If any such consent is not given obtained or if an attempted assignment would be ineffective or would impair such assignment otherwise would constitute a breach of, party's rights or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding Propel Asset or Propel Liability so that the foregoing party entitled to the rights and obligations of such purported transfer (the "INTENDED TRANSFEREE") would not receive all such rights and obligations, then the party purporting to make such transfer (the "INTENDED TRANSFEROR") shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by law, the rights or obligations of any such Propel Asset or Propel Liability and (a) the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such consent that is not obtained prior to Propel Asset and/or (b) the ClosingIntended Transferee shall pay, at Purchaser’s request, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights perform and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent discharge on behalf of Purchaser or as Purchaser shall otherwise reasonably require, the Intended Transferor all at Purchaser’s expense. In addition, of the Intended Transferor's obligations with respect to any such consent that is not obtained prior Propel Liability in a timely manner and in accordance with the terms thereof which it may do without breach. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the ClosingIntended Transferee, at Seller’s requestinsofar as reasonably possible, upon Seller’s cooperation with Purchaser following in the Closing Date in any reasonable arrangement designed to provide Purchaser with same position as if such Propel Asset or Propel Liability had been transferred as contemplated hereby and so all the rights and benefits under any such Transferred Contractobligations relating thereto, Purchaser including possession, use, risk of loss, potential for gain and dominion, control and command, shall assume the obligations under any such Transferred Contract inure to the extent Intended Transferee. If and when such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at consents and approvals are obtained, the Closingtransfer of the applicable Propel Asset or Propel Liability shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. To Notwithstanding anything to the contrary contained in this Agreement, except as specifically provided in Section 5.3(e), to the extent that the assignment hereunder by Seller sale, CONFIDENTIAL TREATMENT REQUESTED assignment, lease, sublease, transfer, conveyance or delivery, or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, to Purchaser of any asset that would be a Transferred Contract Asset or any claim or right or any benefit arising thereunder or resulting therefrom is not permitted prohibited by any Law or is not permitted without the consent of would require any Consent or waiver by any Governmental Authority or other party to such Transferred Contract Person, and such consent Consent or waiver shall not have been received as obtained prior to the Closing (a “Non-Assignable Contract”), the Closing shall proceed, subject to Article 5, without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the time failure to obtain such Consent or waiver and the failure to sell, assign, convey or deliver such asset shall not constitute a breach of the Closingthis Agreement by Seller), and this Agreement shall not be deemed to constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset or an attempt thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach ofasset, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect to any such consent that is not obtained prior to then following the Closing, at Purchaser’s requestthe parties shall use commercially reasonable efforts and cooperate with each other to obtain promptly such Consents or waivers; provided, however, that Seller shall not be required to pay any consideration or compromise any rights not otherwise required by this Agreement to be compromised for any such Consent or waiver, other than filing, recordation or similar fees, which shall be paid by Seller. Pending such Consent or waiver, the parties shall cooperate with Purchaser following the Closing Date each other in any mutually agreeable, reasonable arrangement and lawful arrangements designed to provide to Purchaser with the rights benefits of use of such asset and benefits (subject to Seller the obligationsbenefits, to the extent such obligations including any indemnities, that it would have otherwise obtained had the asset been Assumed Liabilities if such Transferred Contract had been assigned conveyed to Purchaser at the Closing) under . To the extent that Purchaser is provided the benefits pursuant to this Section 2.3 of any such Transferred Contract, including the enforcement Purchaser shall perform for the benefit of Purchaser of any and all rights the other Persons that are parties thereto the obligations of Seller against thereunder and pay, discharge and satisfy any other party arising out related liabilities that, but for the lack of any breach a Consent or cancellation waiver to assign such liabilities to Purchaser, would be Assumed Liabilities. Once all required Consents or waivers for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such Transferred Contract by asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall assign, lease, sublease, transfer, convey or deliver such other party and, if requested by asset to Purchaser at no additional cost to Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to To the extent that any such consent that is asset cannot obtained prior be transferred or the full benefits of use of any such asset cannot be provided to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed pursuant to this Section 2.3, then Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide Purchaser with to the rights parties the economic (taking into account Tax costs and benefits under any such Transferred Contractbenefits) and operational equivalent, Purchaser shall assume the obligations under any such Transferred Contract to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned thereunder. Seller shall pay to Purchaser at promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the Closingarrangements under this Section 2.3.

Nonassignable Contracts. To Notwithstanding anything set forth herein to the extent that contrary, no contracts, properties, rights or other assets of Seller shall be deemed sold, transferred or assigned to Buyer or, with respect to the assignment hereunder leases of tangible personal property leased by Seller pursuant to Purchaser of any Transferred Contract is not permitted the leases identified on Schedule 1(h) (collectively, the "Equipment Leases"), assigned or is not permitted bifurcated into leases relating solely to the Acquired Assets, pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer or bifurcation without the consent or approval of any other another party to such Transferred Contract and such consent shall not have been received as of the time of the Closing, this Agreement shall not or Government Authority would be deemed to constitute an assignment of any such Transferred Contract if such consent is not given ineffective or if such assignment otherwise would constitute a breach of, of contract or cause a loss violation of contractual benefits under, any such Transferred Contract, law or regulation or would in any other way materially and Purchaser shall assume no obligations adversely affect the rights of Seller (or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect to any Buyer as transferee or assignee) and such consent that or approval is not obtained on or prior to the ClosingClosing Date. In such case, at Purchaser’s requestto the extent possible, Seller (i) the beneficial interest in or to such contracts, properties or other assets (collectively, the "Beneficial Rights") shall cooperate with Purchaser following in any event pass as of the Closing Date to Buyer under this Agreement, and (ii) pending such consent or approval, Buyer shall assume or discharge the liabilities of Seller under such Beneficial Rights as agent for Seller, and Seller shall act as Buyer's agent in receipt of any benefits, rights or interests received from the Beneficial Rights. Buyer and Seller shall use reasonable best efforts (and bear their respective costs) without payment of any material fees, penalties or other amounts to any third party to obtain or secure any and all consents or approvals that may be necessary to effect the legal and valid sale, transfer, assignment or bifurcation of contracts, properties, rights or other assets underlying the Beneficial Rights. Buyer and Seller shall make or complete such transfers as soon as reasonably practicable and cooperate with each other in any other reasonable arrangement designed to provide Purchaser with for Buyer the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser Beneficial Rights including enforcement at the Closing) under any such Transferred Contract, including the enforcement cost and for the benefit account of Purchaser Buyer of any and all rights of Seller against any the other party arising out thereto, and to provide for the discharge by Buyer of any breach liability under such contracts, properties or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingassets.

Nonassignable Contracts. To Notwithstanding anything set forth herein to the extent that the assignment hereunder by Seller contrary, no contracts, properties, rights or other assets of Sellers (other than those set forth on Schedule 7.01(d)) shall be deemed sold, transferred or assigned to Purchaser of any Transferred Contract is not permitted pursuant to this Agreement if the attempted sale, transfer or is not permitted assignment thereof to Purchaser without the consent or approval of any other another party to such Transferred Contract and such consent shall not have been received as of the time of the Closing, this Agreement shall not or Governmental Authority would be deemed to constitute an assignment of any such Transferred Contract if such consent is not given ineffective or if such assignment otherwise would constitute a breach ofof contract or a violation of any law or regulation or would in any other way materially and adversely affect the rights of Sellers (or Purchaser as transferee or assignee) and such consent or approval is not obtained on or prior to the Closing Date. In such case, to the extent possible: (i) the beneficial interest in or cause a loss to such contracts, properties or other assets (collectively, the "Beneficial Rights") shall in any event pass as of contractual benefits under, any such Transferred Contract, the Closing Date to Purchaser pursuant to this Agreement and (ii) Purchaser shall assume no obligations or discharge the liabilities of Sellers under such Beneficial Rights (the "Retained Liabilities") as agent for Sellers, and Sellers shall act as Purchaser's agent in receipt of any such Transferred Contractbenefits, rights or interests received from the Beneficial Rights and in discharging any Retained Liabilities. Notwithstanding the foregoing with respect Purchaser and Sellers shall use reasonable efforts (and bear their respective costs) without payment of any fees, penalties or other amounts to any third party to obtain or secure consents or approvals for the contracts, properties, rights or other assets of Sellers that may be necessary to effect the legal and valid sale, transfer or assignment of contracts, properties, rights or other assets underlying the Beneficial Rights and Retained Liabilities. Purchaser and Sellers shall make or complete such consent that is not obtained prior to the Closing, at Purchaser’s request, Seller shall transfers as soon as reasonably practicable and cooperate with Purchaser following the Closing Date each other in any other reasonable arrangement designed to provide for Purchaser with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser Beneficial Rights including enforcement at the Closing) under any such Transferred Contract, including the enforcement cost and for the benefit account of Purchaser of any and all rights of Seller Sellers against any the other party arising out of any breach or cancellation of any such Transferred Contract by such other party andthereto, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed and to provide for the discharge by Purchaser with the rights and benefits of Retained Liability under any such Transferred Contractcontracts, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingproperties or other assets.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchaser Buyer of any Transferred Contract contract, commitment, license, lease or other agreement of Seller (the "Contracts") is not permitted prohibited or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Contractthereunder. Notwithstanding Prior to the foregoing Closing, Seller shall advise Buyer promptly in writing with respect to any Contract as to which it knows it will not receive any required consent. Without in any way limiting Seller's obligation pursuant to Section 8.8 to make efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Buyer hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall shall, if requested by Buyer, cooperate with Purchaser following the Closing Date Buyer in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred the Contract, including the enforcement including, if reasonably requested by Buyer, by enforcing for the benefit of Purchaser of Buyer any and all rights of Seller against any other party person arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaserperson, acting as an agent on behalf of Purchaser or Buyer, subcontracting to Buyer the right to perform under the Contract on the same economic terms as Purchaser applied to Seller prior to the Closing and acting as Buyer shall otherwise reasonably require, all in each case at Purchaser’s Buyer's expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchaser Buyer of any Transferred Assumed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Assumed Contract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Assumed Contract. Notwithstanding the foregoing Seller shall use its best efforts to advise Buyer promptly in writing with respect to any Assumed Contract which Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder. Without in any way limiting Seller's obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall cooperate with Purchaser Buyer following the Closing Date in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Assumed Contract, including the enforcement for the benefit of Purchaser Buyer of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Assumed Contract by such other party and, if requested by PurchaserBuyer, acting as an agent on behalf of Purchaser Buyer or as Purchaser Buyer shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchaser Buyer of any Transferred Contract contract is not permitted or is not permitted without the consent of any other another party to such Transferred Contract and such consent shall not have been received as of the time of the Closingcontract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contractcontract, and Purchaser Buyer shall assume no obligations or liabilities under any such Transferred Contractcontract. Notwithstanding the foregoing Seller shall advise Buyer promptly in writing with respect to any contract which Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder. Without in any way limiting Seller's obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Buyer hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall cooperate with Purchaser Buyer, and Buyer shall cooperate with Seller, following the Closing Date in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the including, at Buyer's expense, enforcement for the benefit of Purchaser Buyer of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract arising after Closing by such other party and, if requested party. Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, Buyer with respect to any such consent that is its post-Closing efforts under this Section, whether or not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date parties are successful in any reasonable arrangement designed to provide Purchaser vesting Buyer with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract (subject to the extent obligations) of such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the ClosingContracts.

Nonassignable Contracts. To Notwithstanding anything to the contrary herein, to the extent that the contribution or assignment hereunder by Seller Sellers to Purchaser Non-Real Estate Buyer of any Transferred Contributed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContributed Contract, this Agreement shall not be deemed to constitute an a contribution or assignment of any such Transferred Contributed Contract if such consent is not given or if such contribution or assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contributed Contract, and Purchaser Non-Real Estate Buyer shall assume no obligations or liabilities under any such Transferred Contributed Contract. Notwithstanding Sellers shall advise Non-Real Estate Buyer in writing at least two (2) business days prior to the foregoing Closing with respect to any Contributed Contract which Sellers know or has substantial reason to believe will or may not be subject to contribution or assignment to Non-Real Estate Buyer hereunder at the Closing. Without in any way limiting Sellers’ obligation to obtain all consents and waivers necessary for the sale, transfer, contribution, assignment and delivery of the Contributed Contracts, the Contributed Assets and the Purchased Real Property to Buyers (as applicable) hereunder, if any such consent that is not obtained prior to or if such contribution or assignment is not permitted irrespective of consent and if the ClosingClosing shall occur, at Purchaser’s request, Seller Sellers shall cooperate with Purchaser Buyers following the Closing Date in any reasonable arrangement designed to provide Purchaser Buyers with the full rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred ContractContributed Contract as of the Closing Date, including the enforcement for the benefit of Purchaser Buyers of any and all rights of Seller Sellers against any other party arising out of any breach or cancellation of any such Transferred Contributed Contract by such other party and, if requested by PurchaserBuyers, acting as an agent on behalf of Purchaser Buyers or as Purchaser Buyers shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingrequire (including subcontracting).

Nonassignable Contracts. To Anything in Section 1.2 to the extent that contrary notwithstanding, with respect to any Assumed Contract or governmental license, permit or other authorization the transfer or assignment hereunder by Seller to Purchaser of which requires the Consent of any Transferred Contract authority or other Person and such Consent has not been obtained prior to (or such Consent is not permitted or is not permitted without effective as of) the consent Closing (collectively, the "Nonassignable Contracts"), neither this Agreement, nor any instrument of any other party conveyance delivered pursuant to such Transferred Contract and such consent the terms hereof, shall not have been received as of the time of the Closing, this Agreement shall not be deemed to constitute an assignment of any such Transferred Nonassignable Contract if such consent Consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Nonassignable Contract, and Purchaser Buyer shall not assume no obligations or liabilities any Liabilities under any such Transferred Nonassignable Contract. Notwithstanding Seller shall use its commercially reasonable efforts to obtain any such required Consent, license, permit or other such authorization following the foregoing Closing and shall advise Buyer promptly in writing with respect to any Nonassignable Contract which Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder. Without in any way limiting Seller's obligation to obtain all Consents and waivers necessary for the sale, transfer, assignment and delivery of the Nonassignable Contracts and the Purchased Assets to Buyer hereunder, if any such consent that Consent is not obtained prior to or if such assignment is not permitted irrespective of Consent and the Closing, at Purchaser’s requestClosing hereunder is consummated, Seller shall cooperate with Purchaser Buyer following the Closing Date in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Nonassignable Contract, including the enforcement for the benefit of Purchaser Buyer of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Nonassignable Contract by such other party and, if requested by PurchaserBuyer, acting as an agent on behalf of Purchaser Buyer or as Purchaser Buyer shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.

Nonassignable Contracts. To the extent that the assignment hereunder by Seller Sellers to Purchaser of any Transferred Contract the Contracts is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingContract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contractthereunder. Notwithstanding the foregoing Sellers shall advise Purchaser promptly in writing with respect to any Contract which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting Sellers' obligation to use their respective best efforts to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Purchaser hereunder, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and the ClosingClosing hereunder is consummated, at Purchaser’s request, Seller Sellers shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits (benefits, subject to the obligations, to under the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller Sellers against any other party person arising out of any breach or cancellation of any such Transferred Contract by such other party person and, if requested by Purchaser, acting Sellers shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all in each case at Purchaser’s expense. In additionsuch Seller's cost, with respect provided SAS shall in no event be obligated to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following continue its existence beyond a date eighteen (18) months from the Closing Date and SAC shall in no event be obligated to continue its existence beyond the later of (i) a date eighteen (18) months from the Closing Date or (ii) the date upon which SAC is no longer entitled to receive the M Cash Payments or payments related to any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred other Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.

Nonassignable Contracts. To Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by Seller to Purchaser Buyer of any Transferred Assumed Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Assumed Contract. Notwithstanding Seller shall advise Buyer in writing at least two (2) Business Days prior to the foregoing Closing with respect to any Assumed Contract which Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder at the Closing. Without in any way limiting Seller’s obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder as required by this Agreement, if any such consent that is not obtained prior to or if such assignment is not permitted irrespective of consent and if the Closing, at Purchaser’s requestClosing shall occur, Seller shall cooperate with Purchaser Buyer at Buyer’s expense following the Closing Date in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Assumed Contract, including the enforcement for the benefit of Purchaser Buyer of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Assumed Contract by such other party and, if requested by PurchaserBuyer, acting as an agent on behalf of Purchaser Buyer or as Purchaser Buyer shall otherwise reasonably require, and Buyer shall pay and perform all at Purchaser’s expense. In addition, with Assumed Liabilities in respect to of any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Assumed Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned arising subsequent to Purchaser at the Closing.

Nonassignable Contracts. To Anything in this Agreement to the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the Closingcontrary notwithstanding, this Agreement shall not constitute an agreement to assign any claim, Contract, authorization of a Governmental Authority, sales, service or purchase order, or any claim, right or benefit arising thereunder or resulting therefrom, if the Asset Purchase would be deemed to an attempted assignment thereof without the required consent of a third party thereto and would constitute an assignment a breach thereof or in any way affect the rights of any such Transferred Contract if Seller, the UK Subsidiary, Buyer or UK Buyer thereunder. If such consent is not given obtained, or if the consummation of the Asset Purchase would affect the rights of Seller or the UK Subsidiary thereunder so that Buyer or UK Buyer would not in fact receive the benefit of all such assignment otherwise would constitute a breach ofrights, (i) subject to the satisfaction or cause a loss waiver of contractual benefits underthe conditions contained in Article VIII and Article IX, any such Transferred Contract, and Purchaser the Closing shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect to any such consent nonetheless still occur provided that is not obtained prior to the Closing Date, in the event Seller is unable to obtain consent to assign its contact with Amazon Web Services, dated as of August 1, 2016, to Buyer in advance of the Closing, at PurchaserBuyer and Seller shall have entered into a separate agreement, reasonably satisfactory to the parties, pursuant to which Seller shall be responsible to provide to Buyer the software and services obtained by Seller pursuant to such agreement (including all related agreements and addendums and including the AWS Customer Agreement, as referenced therein) until such time as Seller is able to obtain consent to assign and transfer such contract to Buyer, (ii) upon Buyer’s request, written request Seller shall cooperate with Purchaser following the Closing Date Buyer, at Buyer’s sole cost and expense, in any reasonable arrangement designed to provide Purchaser with for the rights and benefits (subject thereof to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred ContractBuyer or UK Buyer, including the subcontracting, sublicensing or subleasing to Buyer or UK Buyer or enforcement for the benefit of Purchaser Buyer or UK Buyer of any and all rights of Seller or the UK Subsidiary against any other a third party thereto arising out of any the breach or cancellation of any such Transferred Contract by such other third party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expenseotherwise. In addition, with respect to any such consent that is not obtained prior to Following the Closing, at Seller’s requestSeller and Buyer shall cooperate with each other, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under obtain any such Transferred Contractrequired consent, Purchaser shall assume the obligations under authorization, approval or waiver, or any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingrelease, substitution or amendment required in relation thereto.

Nonassignable Contracts. To Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by Seller to Purchaser Buyer of any Transferred Assigned Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the ClosingAssigned Contract, this Agreement shall not be deemed to constitute an assignment of any such Transferred Assigned Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Assigned Contract, and Purchaser Xxxxx shall not assume no any obligations or liabilities Liabilities under any such Transferred Assigned Contract. Notwithstanding the foregoing with respect to If any such required consent that is not obtained prior obtained, Seller shall use its reasonable commercial efforts to obtain such consent as promptly as possible, and if the Closing, at Purchaser’s requestClosing shall occur, Seller shall cooperate with Purchaser Buyer following the Closing Date for up to twelve (12) months thereafter in any reasonable arrangement designed to provide Purchaser Buyer with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Assigned Contract, including the enforcement for the benefit of Purchaser Buyer of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Assigned Contract by such other party and, if requested by PurchaserXxxxx, acting as an agent on behalf of Purchaser Buyer or as Purchaser Buyer shall otherwise reasonably require, all at Purchaser’s expense. In additionprovided that (i) the cost of implementing such an arrangement shall be borne [***]% by Buyer and [***]% by Seller, with respect and (ii) in no event shall Seller be required to pay any sums of money to any third parties to obtain such consent that is not obtained prior reasonable arrangement. Any applicable Transfer Taxes in connection with any sale, assignment or transfer pursuant to this Section 2.10 shall be paid by Seller and Buyer in accordance with Section 2.8. Notwithstanding any provision in this Section 2.10 to the Closingcontrary, (a) Buyer shall not be deemed to have waived its rights under Section 8.2(b) unless and until Buyer either provides written waivers thereof or elects to proceed to consummate the Contemplated Transactions at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date and (b) nothing in any reasonable arrangement designed this Section 2.10 shall be deemed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed relieve Seller of its Liabilities if such Transferred Contract had been assigned to Purchaser at the Closingfor breach of Section 3.2(c).