Common use of Nontransferable Assets Clause in Contracts

Nontransferable Assets. To the extent that any Assigned Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other Party thereto, or any third Person (including a Governmental Body), or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the “Nontransferable Assets”), except as expressly otherwise provided herein, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Assigned Asset or the assumption of any Assumed Liability by Purchaser would be ineffective so that Purchaser would not in fact receive all the Nontransferable Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm and Purchaser shall cooperate in a mutually agreeable arrangement under which Purchaser would obtain the benefits and assume the obligations of such Assigned Assets and Assumed Liabilities, respectively, in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Purchaser, or under which Aradigm, at Purchaser’s expense, would enforce for the benefit of Purchaser, with Purchaser assuming all of Aradigm’s obligations thereunder, any and all rights of Aradigm against a Third Party thereto.

Nontransferable Assets. To the extent that any Assigned Purchased Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser Buyer pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other Party party thereto, or any third Person person (including a Governmental Body), or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) right thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the “Nontransferable Assets”)edict, except as expressly otherwise provided herein, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Assigned Purchased Asset or the assumption of any Assumed Liability by Purchaser Buyer would be ineffective so that Purchaser Buyer would not in fact receive all the Nontransferable such Purchased Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm Sellers and Purchaser Buyer shall cooperate in a mutually agreeable arrangement under which Purchaser Buyer would obtain the benefits and assume the obligations of such Assigned Purchased Assets and Assumed Liabilities, respectively, Liabilities in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to PurchaserBuyer, or under which AradigmSellers, at Purchaser’s expenseas Buyer shall reasonably request, would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming all of Aradigm’s Sellers’ obligations thereunder, any and all rights of Aradigm Sellers against a Third Party third party thereto.

Nontransferable Assets. To the extent that any Assigned Purchased Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser Buyer pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other Party party thereto, or any third Person person (including a Governmental Bodygovernment or governmental unit), or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) right thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the “Nontransferable Assets”)edict, except as expressly otherwise provided herein, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Assigned Purchased Asset or the assumption of any Assumed Liability by Purchaser Buyer would be ineffective so that Purchaser Buyer would not in fact receive all the Nontransferable such Purchased Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm Seller, Buyer and Purchaser Parent shall cooperate in a mutually agreeable arrangement under which Purchaser Buyer would obtain the benefits and assume the obligations of such Assigned Purchased Assets and Assumed Liabilities, respectively, Liabilities in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to PurchaserBuyer, or under which AradigmSeller, at Purchaser’s Buyer's expense, would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming all of Aradigm’s Seller's obligations thereunder, any and all rights of Aradigm Seller against a Third Party third party thereto. From and after the Closing, Seller shall promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset hereunder, and Buyer shall promptly pay, perform and discharge when due all Assumed Liabilities. The failure of Seller to obtain any third party consent hereunder shall not affect the Purchase Price if the Closing shall occur.

Nontransferable Assets. (a) To the extent that any Assigned Purchased Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser Buyer pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other Party party thereto, or any third Person person (including a Governmental Body), ) or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to trigger a termination right) right thereof or a violation of any law, decree, order, regulation decree or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the “Nontransferable Assets”)Order, except as expressly otherwise provided herein, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Assigned Purchased Asset or the assumption of any Assumed Liability by Purchaser Buyer would be ineffective so that Purchaser Buyer would not in fact receive all the Nontransferable such Purchased Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm then Seller, Buyer, Parent and Purchaser Adaptec-Singapore shall cooperate in a mutually agreeable arrangement under which Purchaser would obtain and use reasonably diligent efforts to provide Buyer (to the extent permitted by applicable Law and not in breach or violation of the terms of any agreement binding on such Parties) with the benefits and assume the obligations of such Assigned Purchased Assets and Assumed Liabilities, respectively, Liabilities in accordance with this Agreement; provided however, that in no event shall Seller be required to (i) make a cash payment to a third party (other than as required under any agreement with such third party) or to Buyer or Parent in connection with its obligations under this Section 2.8; or (ii) sublicense or provide any software or Intellectual Property licensed or otherwise provided by a third party. Buyer and Parent agree to reasonably cooperate with Seller and Adaptec-Singapore supply relevant information to such party or parties or such third-party as contemplated by this Section 2.8. (b) Notwithstanding the provisions of Section 2.8(a), with respect to the OEM Agreement between Fujitsu Siemens Computers GmbH ("Fujitsu Siemens") and Eurologic Systems Ltd. Dated March 21, 2002 (the "FS Agreement"), the parties hereby agree that, until such time as the FS Agreement is duly and validly assigned to Parent or its Affiliates, Parent and its Affiliates will supply to Seller, pursuant to the terms and conditions of the Buyer Supply Agreement, the products set forth on Schedule A-1 of the Buyer Supply Agreement that are ordered by Fujitsu Siemens pursuant to the FS Agreement. (c) Notwithstanding the provisions of Section 2.8(a), with respect to the contract between Seller and NWE Technology, Inc. dated May 10, 2004 (the "Foxconn Agreement"), the parties hereby agree that, until such time as the Foxconn Agreement is duly and validly assigned to Parent or its Affiliates, Seller and its Affiliates will, pursuant to a letter agreement to be entered into prior to the Closing, permit Parent and its Affiliates to purchase components under the Foxconn Agreement under the same terms and conditions, including subcontractingpricing, sub-licensing, or sub-leasing as are available to Purchaser, or Seller and its Affiliates under which Aradigm, at Purchaser’s expense, would enforce for the benefit of Purchaser, with Purchaser assuming all of Aradigm’s obligations thereunder, any and all rights of Aradigm against a Third Party theretosuch Foxconn Agreement.

Nontransferable Assets. To the extent that any Assigned Purchased Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser Buyer pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other Party party thereto, or any third Person person (including a Governmental Body), or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) right thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the “Nontransferable Assets”)edict, except as expressly otherwise provided herein, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Assigned Purchased Asset or the assumption of any Assumed Liability by Purchaser Buyer would be ineffective so that Purchaser Buyer would not in fact receive all the Nontransferable such Purchased Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm Sellers and Purchaser Buyer shall cooperate in a mutually agreeable arrangement under which Purchaser would obtain and use reasonable diligent efforts to provide Buyer with the benefits and assume the obligations of such Assigned Purchased Assets and Assumed Liabilities, respectively, Liabilities in accordance with this Agreement, including subcontracting, sub-licensingsublicensing, or sub-leasing subleasing to PurchaserBuyer, or under which AradigmSellers, at PurchaserBuyer’s expense, would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming all of Aradigm’s the Sellers’ obligations thereunder, any and all rights of Aradigm the Sellers against a Third Party third party thereto; provided that in no event shall Sellers be required to make a cash payment to a third-party (other than as required under any agreement with such third-party) or to Buyer in connection with its obligations under this Section 2.8. Buyer agrees to reasonably cooperate with Sellers and supply relevant information to such party or parties or such third-party in order to assist the Sellers in their obligations under this Section 2.8.

Nontransferable Assets. To the extent that any Assigned Contributed Asset or Assumed Liability to be soldcontributed, conveyed, assigned, transferred, delivered or assumed to or by Purchaser Transferee pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being soldcontributed, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other Party party thereto, or any third Person person (including a Governmental Bodygovernment or governmental unit), or if such salecontribution, conveyance, assignment, transfer or delivery or attempted salecontribution, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) right thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the “Nontransferable Assets”)edict, except as expressly otherwise provided herein, this Agreement shall not constitute a salecontribution, conveyance, assignment, transfer or delivery thereof, or an attempted salecontribution, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Assigned Contributed Asset or the assumption of any Assumed Liability by Purchaser Transferee would be ineffective so that Purchaser Transferee would not in fact receive all the Nontransferable such Contributed Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm Transferors and Purchaser Transferee shall cooperate in a mutually agreeable arrangement under which Purchaser Transferee would obtain the benefits and assume the obligations of such Assigned Contributed Assets and Assumed Liabilities, respectively, Liabilities in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to PurchaserTransferee, or under which AradigmTransferors, at PurchaserTransferee’s expense, would enforce for the benefit of PurchaserTransferee, with Purchaser Transferee assuming all of Aradigm’s Transferors’ obligations thereunder, any and all rights of Aradigm Transferors against a Third Party third party thereto.

Nontransferable Assets. To the extent that any Assigned Contributed Asset or Assumed Liability to be soldcontributed, conveyed, assigned, transferred, delivered or assumed to or by Purchaser Transferee pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being soldcontributed, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other Party party thereto, or any third Person person (including a Governmental Bodygovernment or governmental unit), or if such salecontribution, conveyance, assignment, transfer or delivery or attempted salecontribution, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) right thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the “Nontransferable Assets”)edict, except as expressly otherwise provided herein, this Agreement shall not constitute a salecontribution, conveyance, assignment, transfer or delivery thereof, or an attempted salecontribution, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Assigned Contributed Asset or the assumption of any Assumed Liability by Purchaser Transferee would be ineffective so that Purchaser Transferee would not in fact receive all the Nontransferable such Contributed Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm Transferors and Purchaser Transferee shall cooperate in a mutually agreeable arrangement under which Purchaser Transferee would obtain the benefits and assume the obligations of such Assigned Contributed Assets and Assumed Liabilities, respectively, Liabilities in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to PurchaserTransferee, or under which AradigmTransferors, at Purchaser’s Transferee's expense, would enforce for the benefit of PurchaserTransferee, with Purchaser Transferee assuming all of Aradigm’s Transferors' obligations thereunder, any and all rights of Aradigm Transferors against a Third Party third party thereto.

Nontransferable Assets. To the extent that any Assigned Purchased Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser Buyer pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other Party party thereto, or any third Person person (including a Governmental Body), or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) right thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the “Nontransferable Assets”)edict, except as expressly otherwise provided herein, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Assigned Purchased Asset or the assumption of any Assumed Liability by Purchaser Buyer would be ineffective so that Purchaser Buyer would not in fact receive all the Nontransferable such Purchased Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm Seller, Buyer and Purchaser Parent shall cooperate in a mutually agreeable arrangement under which Purchaser would obtain and use reasonable diligent efforts to provide Buyer with the benefits and assume the obligations of such Assigned Purchased Assets and Assumed Liabilities, respectively, Liabilities in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to PurchaserBuyer, or under which AradigmSeller, at PurchaserBuyer’s expense, would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming all of AradigmSeller’s obligations thereunder, any and all rights of Aradigm Seller against a Third Party third party thereto; provided that in no event shall Seller be required to make a cash payment to a third-party (other than as required under any agreement with such third-party) or to Buyer or Parent solely in connection with its obligations under this Section 2.6. Buyer and Parent agree to reasonably cooperate with Seller and supply relevant information to such party or parties or such third-party in order to assist Seller in its obligations under this Section 2.6.

Nontransferable Assets. To Notwithstanding any other provision of this Agreement to the extent that contrary, this Agreement shall not constitute an agreement to assign or transfer any Assigned Transferred Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefromtherefrom if an attempted assignment or transfer thereof, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent Consent of a third party (including any Governmental Authority) (after giving effect to the Sale Order or waiver any other applicable Order of the issuer thereof or the other Party thereto, or Bankruptcy Court that effects such transfer without any third Person (including a Governmental Bodyrequired Consents), or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) other contravention thereof or a violation of any lawLaw (each, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the a “Nontransferable AssetsNon-Transferred Asset”), except as expressly otherwise provided herein, this Agreement shall unless and until such Consent is obtained or to the extent a Work-around has been implemented that does not constitute a salebreach or other contravention of Non-Transferred Asset. Prior to the Closing, conveyancethe Sellers shall use commercially reasonable efforts to obtain any Consents required to assign to Purchaser any Transferred Asset that requires the Consent of a third party, assignment, without any conditions to such transfer or delivery thereof, changes or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waiversmodifications of terms thereunder. If any such approvalConsent is not obtained prior to the Closing, consent or waiver then following the Closing (a) Purchaser and the Sellers shall, for a period of six (6) months following the Closing, use their commercially reasonable efforts to secure such Consent as promptly as practicable after the Closing, and (b) the Sellers shall not be obtained, or if an attempted assignment of cooperate with Purchaser (each at its own expense) in any such Assigned Asset or the assumption of any Assumed Liability lawful and commercially reasonable arrangement reasonably proposed by Purchaser would be ineffective so that Purchaser would not in fact receive all and reasonably agreed by the Nontransferable Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm and Sellers (a “Work-around”) under which (i) Purchaser shall cooperate in a mutually agreeable arrangement under which Purchaser would obtain (without infringing upon the benefits and assume the obligations legal rights of such Assigned Assets third party or violating any applicable Law) the economic claims, rights and Assumed Liabilities, respectively, benefits under the Non-Transferred Asset with respect to which the Consent has not been obtained in accordance with this Agreement, including subcontracting(ii) Purchaser shall, subto the extent an Assumed Liability, assume any related economic burden with respect to the Non-licensing, or sub-leasing Transferred Asset with respect to Purchaser, or under which Aradigm, at Purchaser’s expense, would the Consent has not been obtained in accordance with this Agreement and (iii) the Sellers shall use commercially reasonable efforts to enforce for the benefit of Purchaser, with Purchaser assuming all of Aradigm’s obligations thereunder, any and all rights thereunder. Upon the receipt after the Closing of Aradigm against a Third Party theretoany Consent applicable to any Non-Transferred Asset, the Parties shall cooperate in good faith to transfer such Non-Transferred Asset to Purchaser as promptly as practicable in accordance with the terms of this Agreement, without any additional payment by Purchaser.

Nontransferable Assets. To Notwithstanding any other provision of ---------------------- this Agreement or any of the Seller Ancillary Agreements, to the extent that any of the Assigned Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser pursuant hereto, Agreements or any claim, right other assets constituting part of the Assets are not assignable or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered otherwise transferable to Buyer without the approvalconsent, consent approval or waiver of the issuer thereof or the other Party thereto, another party thereto or any third Person party (including a any Governmental BodyEntity), or if such sale, conveyance, assignment, assignment or transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) thereof or a violation of any lawApplicable Legal Requirement or agreement with any third party, decreethen neither this Agreement nor such Seller Ancillary Agreements shall constitute an assignment or transfer (or an attempted assignment or transfer) thereof until such consent, order, regulation approval or other governmental edict (collectively, with waiver of such party or parties has been duly obtained. With respect to each Assigned Agreement whose assignment or transfer to Buyer requires the consent, approval or waiver of another party thereto or any third party, Seller shall use all commercially reasonable efforts to obtain such Assigned Assetsconsent, approval or waiver of such other party or parties or such third party to such assignment or transfer as promptly as practicable. To the extent that the consents, approvals and waivers referred to in this Section 2.4(c), which consents, approvals and waivers are set forth on Exhibit JSchedule 5.2(c) of the Seller Disclosure Letter, are not obtained by Seller, --------------- Seller shall use all commercially reasonable efforts to (a) provide to Buyer the “Nontransferable Assets”)financial and business benefits of such Assigned Agreement and (b) enforce, except as expressly otherwise provided hereinfor the account of Buyer, this Agreement shall not constitute any rights of Seller or a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment Subsidiary of Seller arising from any such Assigned Asset or Agreement (including the assumption of any Assumed Liability by Purchaser would be ineffective so that Purchaser would not in fact receive all the Nontransferable Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm and Purchaser shall cooperate in a mutually agreeable arrangement under which Purchaser would obtain the benefits and assume the obligations of right to elect to terminate such Assigned Assets and Assumed Liabilities, respectively, Agreement in accordance with the terms thereof upon the advice of Buyer). Buyer agrees to cooperate with Seller and supply relevant information to such party or parties or such third party in order to assist Seller in its obligations under this Agreement, including subcontracting, sub-licensing, or sub-leasing to Purchaser, or under which Aradigm, at Purchaser’s expense, would enforce for the benefit of Purchaser, with Purchaser assuming all of Aradigm’s obligations thereunder, any and all rights of Aradigm against a Third Party theretoSection 2.4(c).

Nontransferable Assets. To the extent that any Assigned Purchased Asset or Assumed Liability Obligation to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser Buyer pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other Party party thereto, or any third Person person (including a Governmental Bodygovernment or governmental unit), or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) right thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the “Nontransferable Assets”)edict, except as expressly otherwise provided herein, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Assigned Purchased Asset or the assumption of any Assumed Liability by Purchaser Buyer would be ineffective so that Purchaser Buyer would not in fact receive all the Nontransferable such Purchased Assets or assume all such Assumed Liabilities Obligations pursuant hereto, Aradigm Sellers and Purchaser Buyer shall cooperate in a mutually agreeable arrangement under which Purchaser Buyer would obtain the benefits and assume the 16 obligations of such Assigned Purchased Assets and Assumed Liabilities, respectively, Obligations in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to PurchaserBuyer, or under which AradigmSeller, at Purchaser’s Buyer's expense, would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming all of Aradigm’s Seller's obligations thereunder, any and all rights of Aradigm Sellers against a Third Party third party thereto. From and after the Closing, Sellers shall promptly pay to Buyer when received all monies received by Sellers under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset hereunder, and Buyer shall promptly pay, perform and discharge when due all Assumed Obligations; and Buyer shall indemnify and hold Sellers harmless from any Claims associated with any such Purchased Asset, Assumed Obligation or such arrangement. The failure of Sellers to obtain any third party consent hereunder shall not affect the Purchase Price if the Closing shall occur.

Nontransferable Assets. (a) To the extent that any Assigned Purchased Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser Buyer pursuant heretoto this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered to Buyer hereunder without the approval, consent or waiver of the issuer thereof or the other Party thereto, or any third Person (including other than a Governmental Body), Party or a Party’s Affiliates) or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to trigger a termination right) right thereof or a violation of any law, decree, order, regulation Law or other governmental edict Order (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the a “Nontransferable AssetsNon-Assignable Asset”), then except as expressly otherwise provided herein, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof of such Non-Assignable Asset absent such approvals, consents or waiverswaivers which may be obtained after the Closing Date. If any such approval, consent or waiver shall not be obtainedobtained on or prior to the Closing (and until such approval, consent or waiver is obtained after the Closing), or if an attempted assignment of any such Assigned Purchased Asset or the assumption of any Assumed Liability by Purchaser to Buyer would be ineffective so that Purchaser Buyer would not in fact receive all the Nontransferable such Purchased Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm then Seller and Purchaser Buyer shall cooperate in a mutually agreeable arrangement under which Purchaser would obtain and use commercially reasonable efforts to provide Buyer (to the extent permitted by applicable Law and not in breach or violation of the terms of any Contract binding on either of the Parties) with the benefits and assume the obligations of such Assigned Non-Assignable Assets and corresponding Assumed Liabilities, respectively, Liabilities in accordance with this Agreement; provided however, that, nothing in this Section 2.11 is intended to modify any representation or warranty of Seller under this Agreement. (b) With respect to any Non-Assignable Asset that is not transferred and assigned to Buyer at the Closing pursuant to Section 2.11(a), then (i) Seller and its Subsidiaries shall continue to use commercially reasonable efforts to obtain the requisite consent and transfer and assign the Non-Assignable Asset to Buyer, and Buyer agrees to use commercially reasonable efforts to cooperate in connection with the same until the date that is twelve (12) months following the Closing Date, and (ii) Buyer and Seller shall, and shall cause their respective Subsidiaries to, cooperate in a lawful (including to the extent permitted under the applicable Contract) and commercially reasonable arrangement designed to provide Buyer the obligations and benefits of each non-de minimis Non-Assignable Asset, including subcontracting, sub-licensing, sublicensing, leasing or sub-leasing subleasing to Purchaser, Buyer any or under which Aradigm, at Purchaser’s expense, would enforce for the benefit of Purchaser, with Purchaser assuming all of AradigmSeller’s and its Subsidiaries’ rights and obligations thereunderwith respect to such Non-Assignable Asset. In any such arrangement, Buyer will (x) bear the sole responsibility for completion of any work or provision of goods and services and (y) be solely entitled to all rights of Aradigm against benefits thereof, economic or otherwise. Upon obtaining the requisite third party approvals, consents and waivers thereto, such Non-Assignable Asset promptly shall be transferred and assigned to Buyer hereunder, Buyer shall assume such Non-Assignable Asset and such Non-Assignable Asset shall be deemed to be a Third Party theretoPurchased Asset for all purposes under this Agreement.

Nontransferable Assets. To (a) . Notwithstanding any other provision of this Agreement to the extent that contrary, this Agreement shall not constitute an agreement to assign or transfer any Assigned Transferred Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefromtherefrom if an attempted assignment or transfer thereof, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent Consent of a third party (including any Governmental Authority) (after giving effect to the Sale Order or waiver any other applicable Order of the issuer thereof or the other Party thereto, or Bankruptcy Court that effects such transfer without any third Person (including a Governmental Bodyrequired Consents), or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) other contravention thereof or a violation of any lawLaw (each, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the a “Nontransferable AssetsNon-Transferred Asset”), except as expressly otherwise provided herein, this Agreement shall unless and until such Consent is obtained or to the extent a Work-around has been implemented that does not constitute a salebreach or other contravention of Non-Transferred Asset. Prior to the Closing, conveyancethe Sellers shall use commercially reasonable efforts to obtain any Consents required to assign to Purchaser any Transferred Asset that requires the Consent of a third party, assignment, without any conditions to such transfer or delivery thereof, changes or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waiversmodifications of terms thereunder. If any such approvalConsent is not obtained prior to the Closing, consent or waiver then following the Closing (a) Purchaser and the Sellers shall, for a period of six (6) months following the Closing, use their commercially reasonable efforts to secure such Consent as promptly as practicable after the Closing, and (b) the Sellers shall not be obtained, or if an attempted assignment of cooperate with Purchaser (each at its own expense) in any such Assigned Asset or the assumption of any Assumed Liability lawful and commercially reasonable arrangement reasonably proposed by Purchaser would be ineffective so that Purchaser would not in fact receive all and reasonably agreed by the Nontransferable Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm and Sellers (a “Work-around”) under which (i) Purchaser shall cooperate in a mutually agreeable arrangement under which Purchaser would obtain (without infringing upon the benefits and assume the obligations legal rights of such Assigned Assets third party or violating any applicable Law) the economic claims, rights and Assumed Liabilities, respectively, benefits under the Non-Transferred Asset with respect to which the Consent has not been obtained in accordance with this Agreement, including subcontracting(ii) Purchaser shall, subto the extent an Assumed Liability, assume any related economic burden with respect to the Non-licensing, or sub-leasing Transferred Asset with respect to Purchaser, or under which Aradigm, at Purchaser’s expense, would the Consent has not been obtained in accordance with this Agreement and (iii) the Sellers shall use commercially reasonable efforts to enforce for the benefit of Purchaser, with Purchaser assuming all of Aradigm’s obligations thereunder, any and all rights thereunder. Upon the receipt after the Closing of Aradigm against a Third Party theretoany Consent applicable to any Non-Transferred Asset, the Parties shall cooperate in good faith to transfer such Non-Transferred Asset to Purchaser as promptly as practicable in accordance with the terms of this Agreement, without any additional payment by Purchaser.

Nontransferable Assets. (a) To the extent that any Assigned Purchased Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser Buyer pursuant heretoto this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered to Buyer hereunder without the approval, consent or waiver of the issuer thereof or the other Party thereto, or any third Person (including other than a Governmental Body), Party or a Party’s Affiliates) or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to trigger a termination right) right thereof or a violation of any lawLaw or Order (each, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the a “Nontransferable AssetsNon-Assignable Asset”), then except as expressly otherwise provided herein, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof of such Non-Assignable Asset absent such approvals, consents or waiverswaivers which may be obtained after the Closing Date. If any such approval, consent or waiver shall is not be obtainedobtained on or before the Closing (and until such approval, consent or waiver is obtained after the Closing), or if an attempted assignment of any such Assigned Purchased Asset or the assumption of any Assumed Liability by Purchaser to Buyer would be ineffective so that Purchaser Buyer would not in fact receive all the Nontransferable such Purchased Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm then Sellers and Purchaser Buyer shall cooperate in a mutually agreeable arrangement under which Purchaser would obtain and use commercially reasonable efforts to provide Buyer (to the extent permitted by applicable Law and not in breach or violation of the terms of any Contract binding on either of the Parties) with the benefits and assume the obligations of such Assigned Non-Assignable Assets and corresponding Assumed Liabilities, respectively, Liabilities in accordance with this Agreement; provided however, that, nothing in this Section 2.10 is intended to modify any representation or warranty of Sellers under this Agreement. (b) With respect to any Non-Assignable Asset that is not transferred and assigned to Buyer at the Closing pursuant to Section 2.10(a), then (i) Sellers shall continue to use commercially reasonable efforts to obtain the requisite consent and transfer and assign the Non-Assignable Asset to Buyer, and Buyer agrees to use commercially reasonable efforts to cooperate in connection with the same until the date that is four (4) months following the Closing Date, and (ii) Buyer and Sellers shall cooperate in a lawful (including to the extent permitted under the applicable Contract) and commercially reasonable arrangement designed to provide Buyer the obligations and benefits of each non-de minimis Non-Assignable Asset, including subcontracting, sub-licensing, sublicensing, leasing or sub-leasing subleasing to Purchaser, Buyer any or under which Aradigm, at Purchaser’s expense, would enforce for the benefit of Purchaser, with Purchaser assuming all of Aradigm’s Sellers’ rights and obligations thereunderwith respect to such Non-Assignable Asset. In any such arrangement, Buyer will (x) bear the sole responsibility for completion of any work or provision of goods and services and (y) be solely entitled to all rights of Aradigm against benefits thereof, economic or otherwise. Upon obtaining the requisite third party approvals, consents and waivers thereto, such Non-Assignable Asset promptly shall be transferred and assigned to Buyer hereunder, Buyer shall assume such Non-Assignable Asset and such Non-Assignable Asset shall be deemed to be a Third Party theretoPurchased Asset for all purposes under this Agreement.

Nontransferable Assets. To Notwithstanding any other provision of this Agreement to the extent that any Assigned Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other Party thereto, or any third Person (including a Governmental Body), or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the “Nontransferable Assets”), except as expressly otherwise provided hereincontrary, this Agreement shall not constitute an agreement to assign or transfer any Excluded Assets, or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a salethird party (including any Governmental Entity), conveyancewould constitute a breach or other contravention thereof or a violation of Law or would, assignmentas determined by the Seller, in its reasonable discretion, in any way adversely affect the rights of the Seller thereto or thereunder. The Seller and Buyer will use their commercially reasonable efforts to obtain any consent, approval, waiver, license, permit, franchise, authorization or judgment (“Consent”) necessary for the transfer or delivery thereofassignment of any such Excluded Assets, or an attempted saleclaim, conveyance, assignment, transfer right or delivery thereof absent such approvals, consents benefit to the Seller or waiversa designee of the Seller. If the Seller and Buyer are unable to obtain any such approvalConsent prior to Closing, consent or waiver are unable for any other reason to effectuate the transfer of an Excluded Asset at or prior to the Closing Date, the Seller shall have a period after the Closing Date to effectuate the transfer of such Excluded Asset of (a) twelve (12) months for Excluded Assets other than the Mobile Gaming System, and (b) twenty-four (24) months for the Mobile Gaming System; provided that if at the end of such twenty-four (24)-month period, the Seller continues to diligently pursue such Consent, the Seller shall have the option, at its sole discretion, to extend such twenty-four (24)-month period for an additional six (6) months. If, at the expiration of the applicable periods and extensions thereof set forth in (a) and (b) above, the applicable Excluded Assets have not be obtainedbeen transferred in accordance with Section 2.08, or if an attempted transfer or assignment of any such Assigned Asset or the assumption of any Assumed Liability by Purchaser thereof without Consent would be ineffective or a violation of Law or would, as determined by the Seller in its reasonable discretion, adversely affect the rights of the Seller thereto or thereunder so that Purchaser the Seller would not in fact receive all such rights, the Nontransferable Assets or assume all such Assumed Liabilities pursuant heretoSeller and Buyer will, Aradigm and Purchaser shall for a maximum of twelve (12) months thereafter, cooperate in a mutually agreeable arrangement under which Purchaser would the Seller would, in compliance with Law, obtain the benefits and assume the obligations of and bear the economic burdens associated with such Assigned Assets and Assumed LiabilitiesExcluded Assets, respectivelyclaim, right or benefit in accordance with this Agreement, including subcontracting, sub-licensingsublicensing or subleasing to the Seller, or sub-leasing to Purchaser, or and under which Aradigmthe Buyer or the Company, at Purchaser’s expenseas applicable, would enforce for the benefit (and at the expense) of Purchaser, with Purchaser assuming all of Aradigm’s obligations thereunder, the Seller any and all of their rights of Aradigm against a Third third party (including any Governmental Entity) associated with such Excluded Assets, claim, right or benefit (collectively, “Third-Party theretoRights”), and the Buyer and the Company (post-Closing) would promptly pay to the Seller when received all monies received by it under any such Excluded Assets, claim, right or benefit, if any and as applicable, all in a manner designed to place the Seller, on the one hand, and the Buyer and the Company (post-Closing), on the other, in a substantially similar position as if such Excluded Assets, claim, right or benefit had been assigned or transferred to the Seller at the Closing.

Nontransferable Assets. To the extent that any Assigned Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other Party thereto, or any third Person (including a Governmental Body), or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, Assets as set forth on Exhibit J, the “Nontransferable Assets”), except as expressly otherwise provided herein, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Assigned Asset or the assumption of any Assumed Liability by Purchaser would be ineffective so that Purchaser would not in fact receive all the Nontransferable Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm and Purchaser shall cooperate in a mutually agreeable arrangement under which Purchaser would obtain the benefits and assume the obligations of such Assigned Assets and Assumed Liabilities, respectively, in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Purchaser, or under which Aradigm, at Purchaser’s expense, would enforce for the benefit of Purchaser, with Purchaser assuming all of Aradigm’s obligations thereunder, any and all rights of Aradigm against a Third Party thereto.,

Nontransferable Assets. To the extent that any Assigned Purchased Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser Buyer pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other Party party thereto, or any third Person person (including a Governmental Bodygovernment or governmental unit), or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) right thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the “Nontransferable Assets”)edict, except as expressly otherwise provided herein, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Assigned Purchased Asset or the assumption of any Assumed Liability by Purchaser Buyer would be ineffective so that Purchaser Buyer would not in fact receive all the Nontransferable such Purchased Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm Seller, Buyer and Purchaser Parent shall cooperate in a mutually agreeable arrangement under which Purchaser Buyer would obtain the benefits and assume the obligations of such Assigned Purchased Assets and Assumed Liabilities, respectively, Liabilities in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to PurchaserBuyer, or under which AradigmSeller, at PurchaserBuyer’s expense, would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming all of AradigmSeller’s obligations thereunder, any and all rights of Aradigm Seller against a Third Party third party thereto.. From and after the Closing, Seller shall promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset hereunder, and Buyer shall promptly pay, perform and discharge when

Nontransferable Assets. To the extent that any Assigned Purchased Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Purchaser Buyer pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other Party party thereto, or any third Person person (including a Governmental Body), ) or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach (or give rise to a termination right) right thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, with respect to such Assigned Assets, as set forth on Exhibit J, the “Nontransferable Assets”)edict, except as expressly otherwise provided herein, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Assigned Purchased Asset or the assumption of any Assumed Liability by Purchaser Buyer would be ineffective so that Purchaser Buyer would not in fact receive all the Nontransferable such Purchased Assets or assume all such Assumed Liabilities pursuant hereto, Aradigm Seller and Purchaser Buyer shall cooperate in a mutually agreeable arrangement under which Purchaser would obtain and use reasonably diligent efforts to provide Buyer with the benefits and assume the obligations of such Assigned Purchased Assets and Assumed Liabilities, respectively, Liabilities in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to PurchaserBuyer, or under which AradigmSeller, at PurchaserBuyer’s expense, would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming all of AradigmSeller’s obligations thereunder, any and all rights of Aradigm Seller against a Third Party third party thereto. Buyer agrees to reasonably cooperate with Seller and supply relevant information to such third party in order to assist Seller in its obligations under this Section 2.7.