Common use of Novation and Assignment of Contracts Clause in Contracts

Novation and Assignment of Contracts. (a) Purchaser and Sellers shall cooperate in seeking the transfer (by novation or assignment) from Sellers or any of its Affiliates (other than the Conveyed Entities) of all Contracts which are Transferred Assets (each a “Post-Closing Transferred Contract”), effective as of or as soon as practicable after the Closing Date. For each Government Contract directly between any Seller or its Affiliates and any one or more U.S. Governmental Authorities which is a Post-Closing Transferred Contract, Sellers and Purchaser shall use commercially reasonable efforts to obtain the consents and approvals of the other party or parties to that Government Contract to novate the obligations and rights to Purchaser, consistent with 48 C.F.R. § 42.1204 et seq. For each other Post-Closing Transferred Contract, Sellers and Purchaser shall use commercially reasonable efforts to obtain all required consents and approvals of the other party or parties to novate such Contracts, and if such novation cannot be obtained, Sellers and Purchaser shall use commercially reasonable efforts to obtain all required consents and approvals of the other party or parties to such other Contracts for the assignment of such other Contracts, it being understood that neither Sellers nor any of its Affiliates shall be required to expend money, commence any litigation or offer or grant any material accommodation (financial or otherwise) to any third party to obtain such consents and approvals. Nothing in this Agreement shall be deemed to constitute a novation or assignment of any Post-Closing Transferred Contract if the attempted novation or assignment thereof without the consent of the other party or parties thereto would constitute a breach thereof, would be ineffective with respect to any party or parties to such Contract or affect the rights of the Sellers or their Affiliate thereunder. (b) In the event that the transfer of one or more Post-Closing Transferred Contracts as described in this Section 5.13 cannot be made, or if such attempted novation or assignment would give rise to any right of termination, or would otherwise adversely affect the rights of Sellers, their Affiliates or Purchaser under such Contract, or would not novate or assign all of Sellers or their Affiliate’s rights thereunder at the Closing, from and after the Closing, Sellers and Purchaser shall continue to cooperate and use commercially reasonable efforts to obtain all consents and approvals required to provide Purchaser with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such novation or assignment are resolved, to the extent permitted by applicable Law and the terms of such Post-Closing Transferred Contract, Sellers shall and shall cause their Affiliates to use commercially reasonable efforts (but without any obligation to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise)) to (i) provide to Purchaser, at the request of Purchaser, the benefits of any such Contract to the extent related to the Business, including entering into a subcontract with Purchaser for the performance of such Post-Closing Transferred Contract until such Contract is transferred in accordance with Section 5.13(a); (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser and take all necessary steps and actions to provide Purchaser with the benefits of such Post-Closing Transferred Contract and to relieve Sellers or their Affiliate of the performance and other obligations thereunder; and (iii) enforce, at the request of and for the account of Purchaser, any rights of Sellers or their Affiliate arising from any such Post-Closing Transferred Contract against any third party (including any Governmental Authority) including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. To the extent that Purchaser is provided the benefits of any Post-Closing Transferred Contract referred to in this Section 5.13 (whether from Sellers or otherwise), Purchaser shall perform on behalf of Sellers or their Affiliate and for the benefit of any third party (including any Governmental Authority) the obligations of Sellers or their Affiliate thereunder. Purchaser agrees to pay, perform and discharge, and defend and indemnify Sellers and their Affiliates against and hold Sellers and their Affiliates harmless from, all Liabilities of Sellers and their Affiliates relating to such performance or failure to perform, and in the event of a failure of such indemnity, Sellers and their Affiliates shall cease to be obligated under this Agreement with respect to the Post-Closing Transferred Contract that is the subject of such failure. This Section 5.13 shall also apply to any Real Property Lease, equipment leases of the Conveyed Entities, Intellectual Property License or Permit as if such lease, license or permit was a Post-Closing Transferred Contract.

Novation and Assignment of Contracts. (ai) Purchaser and Sellers Seller shall cooperate in seeking seek the transfer (by novation or assignment) from Sellers or any of its Affiliates (other than the Conveyed Entities) of all Assumed Contracts which are Transferred Assets (each a “Post-Closing Transferred Contract”)from Seller to Purchaser, effective as of or as soon as practicable after the Closing Date. For each Government Contract directly between any Seller or its Affiliates and any one or more U.S. Governmental Authorities which is a Post-Closing Transferred Assumed Contract, Sellers and Purchaser where consent of the other party or parties is required for assignment, Seller shall use commercially reasonable best efforts to obtain the consents consent and approvals approval of the other party or parties to that Government Assumed Contract to novate the Seller’s obligations and rights to Purchaser, consistent with 48 C.F.R. § 42.1204 et seqso that Purchaser is substituted for Seller under the Assumed Contract and Seller is relieved of all further Liabilities and rights. For each other Post-Closing Transferred ContractFailing approval for novation, Sellers and Purchaser Seller shall use commercially reasonable best efforts to obtain all required consents and approvals for assignment of the other party or parties Assumed Contract from Seller to novate such Contracts, and if such novation cannot be obtained, Sellers and Purchaser shall use commercially reasonable efforts to obtain all required consents and approvals of the other party or parties to such other Contracts for the assignment of such other Contracts, it being understood that neither Sellers nor any of its Affiliates shall be required to expend money, commence any litigation or offer or grant any material accommodation (financial or otherwise) to any third party to obtain such consents and approvalsPurchaser. Nothing in this Agreement shall be deemed to constitute (x) require Seller to seek a novation or consent for assignment of a Contract which does not require such consent, or (y) constitute an assignment or novation of any Post-Closing Transferred Assumed Contract if the attempted assignment or novation or assignment thereof without the consent of the other party or parties thereto would constitute a breach thereof, thereof or would be ineffective with respect to any party or parties to such Contract or affect the rights of the Sellers or their Affiliate thereunderAssumed Contract. (bii) In the event that the transfer of one or more Post-Closing Transferred Contracts as described in this Section 5.13 any Assumed Contract cannot be madetransferred in accordance with Section 6.5(b)(i), or if such attempted novation or assignment would give rise to any right then as of termination, or would otherwise adversely affect the rights of Sellers, their Affiliates or Purchaser under such Contract, or would not novate or assign all of Sellers or their Affiliate’s rights thereunder at the Closing, from and after the Closing, Sellers and Purchaser shall continue to cooperate and use commercially reasonable efforts to obtain all consents and approvals required to provide Purchaser with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such novation or assignment are resolvedthis Agreement, to the extent permitted by applicable Law Legal Requirements and the terms of such Post-Closing Transferred the Assumed Contract, Sellers shall constitute full and shall cause their Affiliates to use commercially reasonable efforts (but without any obligation to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise)) to (i) provide to Purchaser, at the request of Purchaser, the benefits of any such Contract to the extent related to the Business, including entering into a subcontract with Purchaser for the performance of such Post-Closing Transferred Contract until such Contract is transferred in accordance with Section 5.13(a); (ii) cooperate in any lawful arrangement designed to provide such benefits equitable assignment by Seller to Purchaser of all of Seller’s right, title and interest in and to, and assumption by Purchaser of all of Seller’s Liabilities (other than the Excluded Liabilities) under, such Assumed Contract, and Purchaser shall be deemed Seller’s agent for purpose of completing, fulfilling and discharging all of Seller’s liabilities thereunder. The Parties shall take all necessary steps and actions to provide Purchaser with the benefits of such Post-Closing Transferred Contract Assumed Contract, and to relieve Sellers or their Affiliate Seller of the performance and other obligations thereunder; and (iii) enforce, at the request of and including entry into subcontracts for the account of Purchaser, any rights of Sellers performance thereof. Any cost and expense associated with obtaining a novation or their Affiliate arising from any such Post-Closing Transferred Contract against any third party (including any Governmental Authority) including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. To the extent that Purchaser is provided the benefits assignment of any Post-Closing Transferred Assumed Contract referred following the Term (as such term is defined in the Transition Services Agreement) pursuant to in this Section 5.13 (whether from Sellers or otherwise), Purchaser 6.5 shall perform on behalf of Sellers or their Affiliate and for be borne exclusively by the benefit of any third party (including any Governmental Authority) the obligations of Sellers or their Affiliate thereunder. Purchaser agrees to pay, perform and discharge, and defend and indemnify Sellers and their Affiliates against and hold Sellers and their Affiliates harmless from, all Liabilities of Sellers and their Affiliates relating to such performance or failure to perform, and in the event of a failure of such indemnity, Sellers and their Affiliates shall cease to be obligated under this Agreement with respect to the Post-Closing Transferred Contract that is the subject of such failure. This Section 5.13 shall also apply to any Real Property Lease, equipment leases of the Conveyed Entities, Intellectual Property License or Permit as if such lease, license or permit was a Post-Closing Transferred ContractPurchaser.

Novation and Assignment of Contracts. (ai) Purchaser Buyer and Sellers shall Seller will cooperate in seeking the transfer (by novation or assignment) from Sellers or any of its Affiliates (other than the Conveyed Entities) of all Business Contracts which are Transferred Assets (each a “Post-Closing Transferred Contract”)from Seller to Buyer, effective as of or as soon as practicable after the Closing Date. For each Government Contract directly between any Seller or its Affiliates and any one or more U.S. Governmental Authorities which is a Post-Closing Transferred Business Contract, Sellers Seller and Purchaser shall Buyer will use commercially all reasonable efforts to obtain the consents consent and approvals approval of the other party or parties to that Government Business Contract to novate the Seller's obligations and rights to PurchaserBuyer, consistent with 48 C.F.R. § 42.1204 et seqso that Buyer is substituted for Seller under the Business Contract and Seller is relieved of all further liabilities and rights. For each other Post-Closing Transferred ContractFailing approval for novation, Sellers Seller and Purchaser Buyer shall use commercially all reasonable efforts to obtain all required consents and approvals for assignment of the other party or parties Business Contract from Seller to novate such ContractsBuyer; provided, and if such novation canhowever, that Seller shall not be obtained, Sellers and Purchaser shall use commercially reasonable efforts to obtain all required consents and approvals of the other party or parties to such other Contracts for the assignment of such other Contracts, it being understood that neither Sellers nor any of its Affiliates shall be required to expend money, commence pay or incur any litigation cost or offer or grant any material accommodation (financial or otherwise) expense to obtain any third party consent, novation or assignment which Seller is not otherwise required to obtain such consents and approvalspay or incur in accordance with the terms of the applicable Contract. Nothing in this Agreement shall be deemed to constitute a an assignment or novation or assignment of any Post-Closing Transferred Business Contract if the attempted assignment or novation or assignment thereof without the consent of the other party or parties thereto would constitute a breach thereof, would be ineffective with respect to any party or parties to such Contract thereof or affect the rights of the Sellers or their Affiliate Seller thereunder. (bii) In the event that the transfer of one or more Post-Closing Transferred Contracts as described in this Section 5.13 any Business Contract cannot be madetransferred in accordance with Section 8.9(c)(i), or if such attempted novation or assignment would give rise to any right with respect thereto, then as of termination, or would otherwise adversely affect the rights of Sellers, their Affiliates or Purchaser under such Contract, or would not novate or assign all of Sellers or their Affiliate’s rights thereunder at the Closing, from and after the Closing, Sellers and Purchaser shall continue to cooperate and use commercially reasonable efforts to obtain all consents and approvals required to provide Purchaser with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such novation or assignment are resolvedthis Agreement, to the extent permitted by applicable Law law and the terms of such Post-Closing Transferred the Business Contract, Sellers shall constitute full and equitable assignment by Seller to Buyer of all of Seller's right, title and interest in and to, and all of Seller's obligations and liabilities under, such Business Contract, and Buyer shall cause their Affiliates to use commercially reasonable efforts (but without any obligation to expend moneybe deemed Seller's agent for purpose of completing, commence any litigation or offer or grant any accommodation (financial or otherwise)) to (i) provide to Purchaser, at the request fulfilling and discharging all of Purchaser, the benefits of any such Contract to the extent related to the Business, including entering into a subcontract with Purchaser for the performance of such Post-Closing Transferred Contract until such Contract is transferred in accordance with Section 5.13(a); (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser and Seller's liabilities thereunder. The parties shall take all necessary steps and actions to provide Purchaser Buyer with the benefits of such Post-Closing Transferred Contract Business Contract, and to relieve Sellers or their Affiliate Seller of the performance and other obligations thereunder; and , including entry into subcontracts for the performance thereof. <PAGE> 42 (iii) enforce, at the request of and for the account of Purchaser, any rights of Sellers or their Affiliate arising from any such Post-Closing Transferred Contract against any third party (including any Governmental Authority) including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. To the extent that Purchaser is provided the benefits of any Post-Closing Transferred Contract referred to in this Section 5.13 (whether from Sellers or otherwise), Purchaser shall perform on behalf of Sellers or their Affiliate and for the benefit of any third party (including any Governmental Authority) the obligations of Sellers or their Affiliate thereunder. Purchaser Buyer agrees to pay, perform and discharge, and defend and indemnify Sellers and their Affiliates Seller against and hold Sellers and their Affiliates Seller harmless from, all Liabilities obligations and liabilities of Sellers Seller arising after the Closing Date and their Affiliates relating to such performance or failure to performperform under the Business Contracts, and regardless of whether the Business Contract is transferred in accordance with either Section 8.9(c)(i) or (ii), or whether the event of a failure of such indemnity, Sellers and their Affiliates shall cease to be obligated under this Agreement with respect Business Contract becomes subject to the Post-Closing Transferred Contract that is the subject provisions of such failure. This Section 5.13 shall also apply to any Real Property Lease, equipment leases of the Conveyed Entities, Intellectual Property License or Permit as if such lease, license or permit was a Post-Closing Transferred Contract8.9(d).

Novation and Assignment of Contracts. (a) Purchaser and Sellers Seller shall cooperate in seeking the transfer (by novation or assignment) from Sellers or any of its Affiliates (other than the Conveyed Entities) of all of the Contracts which are Transferred Assets (each a “Post-Closing Transferred Contract”)from Seller to Purchaser, effective as of or as soon as practicable after the Closing Date. For each Government Contract directly between any Seller or its Affiliates will appoint an individual who has experience in contract management to assist Purchaser in the novation and any one or more U.S. Governmental Authorities which is a Post-Closing Transferred Contract, Sellers and Purchaser shall use commercially reasonable efforts to obtain the consents and approvals of the other party or parties to that Government Contract to novate the obligations and rights to Purchaser, consistent with 48 C.F.R. § 42.1204 et seqassignment process. For each other Post-Closing Transferred Contract, Sellers Seller and Purchaser shall use commercially reasonable efforts to obtain all required consents and approvals of the other party or parties to novate such Contracts, and if such novation cannot be obtained, Sellers Seller and Purchaser shall use commercially reasonable efforts to obtain all required consents and approvals of the other party or parties to such other Contracts for the assignment of such other Contracts, it being understood that neither Sellers Seller nor any of its Affiliates shall be required to expend money, commence any litigation or offer or grant any material accommodation (financial or otherwise) to any third party to obtain such consents and approvals. Nothing in this Agreement shall be deemed to constitute a novation or assignment of any Post-Closing Transferred Contract if the attempted novation or assignment thereof without the consent of the other party or parties thereto would constitute a breach thereof, would be ineffective with respect to any party or parties to such Contract or affect the rights of the Sellers or their Affiliate Seller thereunder. (b) In the event that the transfer of one or more Post-Closing Transferred Contracts as described in this Section 5.13 5.4 cannot be made, or if such attempted novation or assignment would give rise to any right of termination, or would otherwise adversely affect the rights of Sellers, their Affiliates the Seller or Purchaser under such Contract, or would not novate or assign all of Sellers or their Affiliatethe Seller’s rights thereunder at the Closing, from and after the Closing, Sellers Seller and Purchaser shall continue to cooperate and use commercially reasonable efforts to obtain all consents and approvals required to provide Purchaser with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such novation or assignment are resolved, to the extent permitted by applicable Law and the terms of such Post-Closing Transferred Contract, Sellers Seller shall and shall cause their Affiliates to use commercially reasonable efforts (but without any obligation to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise)) to (i) provide to Purchaser, at the request of Purchaser, the benefits of any such Contract to the extent related to the BusinessContract, including entering into a subcontract with Purchaser for the performance of such Post-Closing Transferred Contract until such Contract is transferred in accordance with Section 5.13(a5.4(a); (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser and take all necessary steps and actions to provide Purchaser with the benefits of such Post-Closing Transferred Contract and to relieve Sellers or their Affiliate Seller of the performance and other obligations thereunder; and (iii) enforce, at the request of and for the account of Purchaser, any rights of Sellers or their Affiliate Seller arising from any such Post-Closing Transferred Contract against any third party (including any Governmental Authority) including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. To the extent that Purchaser is provided the benefits of any Post-Closing Transferred Contract referred to in this Section 5.13 5.4 (whether from Sellers Seller or otherwise), Purchaser shall perform on behalf of Sellers or their Affiliate the Seller and for the benefit of any third party (including any Governmental Authority) the obligations of Sellers or their Affiliate Seller thereunder. Purchaser agrees to pay, perform and discharge, and defend and indemnify Sellers Seller and their its Affiliates against and hold Sellers Seller and their its Affiliates harmless from, all Liabilities of Sellers Seller and their its Affiliates relating to such performance or failure to perform, and in the event of a failure of such indemnity, Sellers Seller and their its Affiliates shall cease to be obligated under this Agreement with respect to the Post-Closing Transferred Contract that is the subject of such failure. This The provisions of this Section 5.13 5.4 shall also apply to any Real Property Lease, equipment leases of the Conveyed Entities, Intellectual Property License or Permit as if such lease, license or permit was a Post-Closing Transferred ContractLicenses transferred pursuant to Section 2.3(g).

Novation and Assignment of Contracts. (ai) Purchaser and Sellers Seller shall cooperate in seeking seek the transfer (by novation or assignment) from Sellers or any of its Affiliates (other than the Conveyed Entities) of all Assumed Contracts which are Transferred Assets (each a “Post-Closing Transferred Contract”)from Seller to Purchaser, effective as of or as soon as reasonably practicable after the Closing Date. For each Government Contract directly between any Seller or its Affiliates and any one or more U.S. Governmental Authorities which is a Post-Closing Transferred Assumed Contract, Sellers and Purchaser where consent of the other party or parties is required for assignment, Seller shall use commercially reasonable efforts to obtain the consents consent and approvals approval of the other party or parties to that Government Assumed Contract to novate the Seller’s obligations and rights to Purchaser, consistent with 48 C.F.R. § 42.1204 et seqso that Purchaser is substituted for Seller under the Assumed Contract and Seller is relieved of all further Liabilities and rights. For each other Post-Closing Transferred ContractFailing approval for novation, Sellers and Purchaser Seller shall use commercially reasonable efforts to obtain all required consents and approvals for assignment of the other party or parties Assumed Contract from Seller to novate such Contracts, and if such novation cannot be obtained, Sellers and Purchaser shall use commercially reasonable efforts to obtain all required consents and approvals of the other party or parties to such other Contracts for the assignment of such other Contracts, it being understood that neither Sellers nor any of its Affiliates shall be required to expend money, commence any litigation or offer or grant any material accommodation (financial or otherwise) to any third party to obtain such consents and approvalsPurchaser. Nothing in this Agreement shall be deemed to constitute (x) require Seller to seek a novation or consent for assignment of a Contract which does not require such consent, or (y) constitute an assignment or novation of any Post-Closing Transferred Assumed Contract if the attempted assignment or novation or assignment thereof without the consent of the other party or parties thereto would constitute a breach thereof, thereof or would be ineffective with respect to any party or parties to such Contract or affect the rights of the Sellers or their Affiliate thereunderAssumed Contract. (bii) In the event that the transfer of one or more Post-Closing Transferred Contracts as described in this Section 5.13 any Assumed Contract cannot be madetransferred in accordance with Section 6.7(b)(i), or if such attempted novation or assignment would give rise to any right then as of termination, or would otherwise adversely affect the rights of Sellers, their Affiliates or Purchaser under such Contract, or would not novate or assign all of Sellers or their Affiliate’s rights thereunder at the Closing, from and after the Closing, Sellers and Purchaser shall continue to cooperate and use commercially reasonable efforts to obtain all consents and approvals required to provide Purchaser with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such novation or assignment are resolvedthis Agreement, to the extent permitted by applicable Law Legal Requirements and the terms of such Post-Closing Transferred the Assumed Contract, Sellers shall constitute full and shall cause their Affiliates to use commercially reasonable efforts (but without any obligation to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise)) to (i) provide to Purchaser, at the request of Purchaser, the benefits of any such Contract to the extent related to the Business, including entering into a subcontract with Purchaser for the performance of such Post-Closing Transferred Contract until such Contract is transferred in accordance with Section 5.13(a); (ii) cooperate in any lawful arrangement designed to provide such benefits equitable assignment by Seller to Purchaser of all of Seller’s right, title and interest in and to, and assumption by Purchaser of all of Seller’s Liabilities (other than the Excluded Liabilities) under, such Assumed Contract, and Purchaser shall be deemed Seller’s agent for purpose of completing, fulfilling and discharging all of Seller’s liabilities thereunder. The Parties shall take all reasonably necessary steps and actions to provide Purchaser with the benefits of such Post-Closing Transferred Contract Assumed Contract, and to relieve Sellers or their Affiliate Seller of the performance and other obligations thereunder; and (iii) enforce, at the request of and including entry into subcontracts for the account of Purchaser, any rights of Sellers or their Affiliate arising from any such Post-Closing Transferred Contract against any third party (including any Governmental Authority) including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. To the extent that Purchaser is provided the benefits of any Post-Closing Transferred Contract referred to in this Section 5.13 (whether from Sellers or otherwise), Purchaser shall perform on behalf of Sellers or their Affiliate and for the benefit of any third party (including any Governmental Authority) the obligations of Sellers or their Affiliate thereunder. Purchaser agrees to pay, perform and discharge, and defend and indemnify Sellers and their Affiliates against and hold Sellers and their Affiliates harmless from, all Liabilities of Sellers and their Affiliates relating to such performance or failure to perform, and in the event of a failure of such indemnity, Sellers and their Affiliates shall cease to be obligated under this Agreement with respect to the Post-Closing Transferred Contract that is the subject of such failure. This Section 5.13 shall also apply to any Real Property Lease, equipment leases of the Conveyed Entities, Intellectual Property License or Permit as if such lease, license or permit was a Post-Closing Transferred Contractthereof.

Novation and Assignment of Contracts. (ai) Purchaser Buyer and Sellers shall Seller will cooperate in seeking the transfer (by novation or assignment) from Sellers or any of its Affiliates (other than the Conveyed Entities) of all Business Contracts which are Transferred Assets (each a “Post-Closing Transferred Contract”)from Seller to Buyer, effective as of or as soon as practicable after the Closing Date. For each Government Contract directly between any Seller or its Affiliates and any one or more U.S. Governmental Authorities which is a Post-Closing Transferred Business Contract, Sellers Seller and Purchaser shall Buyer will use commercially reasonable best efforts to obtain the consents consent and approvals approval of the other party or parties to that Government Business Contract to novate the Seller's obligations and rights to PurchaserBuyer, consistent with 48 C.F.R. § 42.1204 et seqso that Buyer is substituted for Seller under the Business Contract and Seller is relieved of all further liabilities and rights. For each other Post-Closing Transferred ContractFailing approval for novation, Sellers Seller and Purchaser Buyer shall use commercially reasonable best efforts to obtain all required consents and approvals for assignment of the other party or parties Business Contract from Seller to novate such ContractsBuyer; provided, and if such novation canhowever, that Seller shall not be obtained, Sellers and Purchaser shall use commercially reasonable efforts to obtain all required consents and approvals of the other party or parties to such other Contracts for the assignment of such other Contracts, it being understood that neither Sellers nor any of its Affiliates shall be required to expend money, commence pay or incur any litigation cost or offer or grant any material accommodation (financial or otherwise) expense to obtain any third party consent, novation or assignment which Seller is not otherwise required to obtain such consents and approvalspay or incur in accordance with the terms of the applicable Contract. Nothing in this Agreement shall be deemed to constitute a an assignment or novation or assignment of any Post-Closing Transferred Business Contract if the attempted assignment or novation or assignment thereof without the consent of the other party or parties thereto would constitute a breach thereof, would be ineffective with respect to any party or parties to an agreement concerning such Contract asset, or affect the rights of the Sellers or their Affiliate Seller thereunder. (bii) In the event that the transfer of one or more Post-Closing Transferred Contracts as described in this Section 5.13 any Business Contract cannot be madetransferred in accordance with Section 8.8(c)(i), or if such attempted novation or assignment would give rise to any right with respect thereto, then as of termination, or would otherwise adversely affect the rights of Sellers, their Affiliates or Purchaser under such Contract, or would not novate or assign all of Sellers or their Affiliate’s rights thereunder at the Closing, from and after the Closing, Sellers and Purchaser shall continue to cooperate and use commercially reasonable efforts to obtain all consents and approvals required to provide Purchaser with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such novation or assignment are resolvedthis Agreement, to the extent permitted by applicable Law law and the terms of such Post-Closing Transferred the Business Contract, Sellers shall constitute full and equitable assignment by Seller to Buyer of all of Seller's right, title and interest in and to, and all of Seller's obligations and liabilities under, such Business Contract, and Buyer shall cause their Affiliates to use commercially reasonable efforts (but without any obligation to expend moneybe deemed Seller's agent for purpose of completing, commence any litigation or offer or grant any accommodation (financial or otherwise)) to (i) provide to Purchaser, at the request fulfilling and discharging all of Purchaser, the benefits of any such Contract to the extent related to the Business, including entering into a subcontract with Purchaser for the performance of such Post-Closing Transferred Contract until such Contract is transferred in accordance with Section 5.13(a); (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser and Seller's liabilities thereunder. The parties shall take all necessary steps and actions to provide Purchaser Buyer with the benefits of such Post-Closing Transferred Contract Business Contract, and to relieve Sellers or their Affiliate Seller of the performance and other obligations thereunder; and , including entry into subcontracts for the performance thereof. (iii) enforce, at the request of and for the account of Purchaser, any rights of Sellers or their Affiliate arising from any such Post-Closing Transferred Contract against any third party (including any Governmental Authority) including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. To the extent that Purchaser is provided the benefits of any Post-Closing Transferred Contract referred to in this Section 5.13 (whether from Sellers or otherwise), Purchaser shall perform on behalf of Sellers or their Affiliate and for the benefit of any third party (including any Governmental Authority) the obligations of Sellers or their Affiliate thereunder. Purchaser Buyer agrees to pay, perform and discharge, and defend and indemnify Sellers and their Affiliates Seller against and hold Sellers and their Affiliates Seller harmless from, in accordance with the provisions of Article IX below, all Liabilities obligations and liabilities of Sellers Seller arising after the Closing Date and their Affiliates relating to such performance or failure to performperform under the Business Contracts, and regardless of whether the Business Contract is transferred in accordance with either Section 8.8(c)(i) or (ii), or whether the event of a failure of such indemnity, Sellers and their Affiliates shall cease to be obligated under this Agreement with respect Business Contract becomes subject to the Post-Closing Transferred Contract that is the subject provisions of such failure. This Section 5.13 shall also apply to any Real Property Lease, equipment leases of the Conveyed Entities, Intellectual Property License or Permit as if such lease, license or permit was a Post-Closing Transferred Contract8.8(d).

Novation and Assignment of Contracts. (ai) Purchaser and Sellers Seller shall cooperate in seeking seek the transfer (by novation or assignment) from Sellers or any of its Affiliates (other than the Conveyed Entities) of all Assumed Contracts which are Transferred Assets (each a “Post-Closing Transferred Contract”)from Seller to Buyer, effective as of or as soon as practicable after the Closing Date. For each Government Assumed Contract directly between any where consent of the other Party is required for assignment, Seller or its Affiliates and any one or more U.S. Governmental Authorities which is a Post-Closing Transferred Contract, Sellers and Purchaser shall use commercially reasonable best efforts to obtain the consents consent and approvals approval of the other party or parties to that Government Assumed Contract to novate the Seller’s obligations and rights to PurchaserBuyer, consistent with 48 C.F.R. § 42.1204 et seqso that Buyer is substituted for Seller under the Assumed Contract and Seller is relieved of all further Liabilities and rights. For each other Post-Closing Transferred ContractFailing approval for novation, Sellers and Purchaser Seller shall use commercially reasonable best efforts to obtain all required consents and approvals for assignment of the other party or parties Assumed Contract from Seller to novate such Contracts, and if such novation cannot be obtained, Sellers and Purchaser shall use commercially reasonable efforts to obtain all required consents and approvals of the other party or parties to such other Contracts for the assignment of such other Contracts, it being understood that neither Sellers nor any of its Affiliates shall be required to expend money, commence any litigation or offer or grant any material accommodation (financial or otherwise) to any third party to obtain such consents and approvalsBuyer. Nothing in this Agreement shall be deemed to constitute (x) require Seller to seek a novation or consent for assignment of a Contract where such assignment does not require consent, or (y) constitute an assignment or novation of any Post-Closing Transferred Assumed Contract if the attempted assignment or novation or assignment thereof without the consent of the other party or parties thereto would constitute a breach thereof, thereof or would be ineffective with respect to any party or parties to such Contract Assumed Contract. Notwithstanding the foregoing, no Party shall be required to pay or affect otherwise provide any consideration to any Person pursuant to this Section 8.7(b) (other than lessor consent fees and lessor legal fees and other costs as required under the rights Lease Agreements) or make any out-of-pocket expenditures in an aggregate amount in excess of the Sellers or their Affiliate thereunder$25,000 in connection therewith; provided further that Seller and Buyer shall bear any such out-of-pocket expenditures in excess of $25,000 on a 50-50 basis. (bii) In the event that the transfer of one or more Post-Closing Transferred Contracts as described in this Section 5.13 any Assumed Contract cannot be madetransferred in accordance with Section 8.7(b)(i), or if such attempted novation or assignment would give rise to any right then as of termination, or would otherwise adversely affect the rights of Sellers, their Affiliates or Purchaser under such Contract, or would not novate or assign all of Sellers or their Affiliate’s rights thereunder at the Closing, from and after the Closing, Sellers and Purchaser shall continue to cooperate and use commercially reasonable efforts to obtain all consents and approvals required to provide Purchaser with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such novation or assignment are resolvedthis Agreement, to the extent permitted by applicable Law and the terms of such Post-Closing Transferred the Assumed Contract, Sellers shall constitute full and equitable assignment by Seller to Buyer, of all of Seller’s right, title and interest in and to, and assumption by Buyer of all of Seller’s Liabilities (other than Retained Liabilities) under, such Assumed Contract, and Buyer shall cause their Affiliates to use commercially reasonable efforts (but without any obligation to expend moneybe deemed Seller’s agent for purpose of completing, commence any litigation or offer or grant any accommodation (financial or otherwise)) to (i) provide to Purchaser, at the request fulfilling and discharging all of Purchaser, the benefits of any such Contract to the extent related to the Business, including entering into a subcontract with Purchaser for the performance of such Post-Closing Transferred Contract until such Contract is transferred in accordance with Section 5.13(a); (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser and Seller’s liabilities thereunder. The Parties shall take all necessary steps and actions to provide Purchaser Buyer with the benefits of such Post-Closing Transferred Contract Assumed Contract, and to relieve Sellers or their Affiliate Seller of the performance and other obligations thereunder; and (iii) enforce, at the request of and including entry into subcontracts for the account of Purchaser, any rights of Sellers or their Affiliate arising from any such Post-Closing Transferred Contract against any third party (including any Governmental Authority) including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. To the extent that Purchaser is provided the benefits of any Post-Closing Transferred Contract referred to in this Section 5.13 (whether from Sellers or otherwise), Purchaser shall perform on behalf of Sellers or their Affiliate and for the benefit of any third party (including any Governmental Authority) the obligations of Sellers or their Affiliate thereunder. Purchaser agrees to pay, perform and discharge, and defend and indemnify Sellers and their Affiliates against and hold Sellers and their Affiliates harmless from, all Liabilities of Sellers and their Affiliates relating to such performance or failure to perform, and in the event of a failure of such indemnity, Sellers and their Affiliates shall cease to be obligated under this Agreement with respect to the Post-Closing Transferred Contract that is the subject of such failure. This Section 5.13 shall also apply to any Real Property Lease, equipment leases of the Conveyed Entities, Intellectual Property License or Permit as if such lease, license or permit was a Post-Closing Transferred Contractthereof.