Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”), would constitute a breach or in any way adversely affect the rights of Buyer or Seller thereunder. If such Transfer Consent is not obtained or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contracts.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Notwithstanding anything in good faith by Seller. At any time prior this Agreement to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codecontrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted such assignment, with or without the consent of consent, approval or waiver of, or notice to, a third party or Governmental Authority (each, a “Transfer Consent”)thereto, would constitute a breach or other contravention of such Purchased Asset or violation of any Applicable Law or in any way adversely affect the rights of Buyer (or its designated Affiliate(s)) or Seller thereunder(or an Affiliate of Seller) thereunder unless and until any required consent, approval or waiver is obtained. Seller and Buyer shall use their reasonable best efforts (including the dedication of resources thereto, but without any obligation to expend money, commence litigation or offer or grant any financial or other accommodation to any third party) to obtain the consent, approval or waiver of, or provide the required notice to, such third parties to or of the assignment to Buyer (or, subject to Section 13.05, its designated Affiliate(s)) of any Purchased Asset or any claim or right or any benefit arising thereunder or otherwise transfer the rights and benefits of any Non-assignable Asset (as defined below) to Buyer or, subject to Section 13.05, its designated Affiliate, including, in the case of any non-transferable Permits, to cause the applicable Governmental Authority to issue a new Permit to Buyer or its Affiliate in place of such non-transferable Permit and with respect to prime Government Contracts, to obtain all necessary approval and consent of the applicable U.S. federal Governmental Authority to novate such prime Government Contracts in accordance with FAR Subpart 42.12. If such Transfer Consent consent, approval or waiver is not obtained obtained, or such assignment notice is not attainable pursuant made, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or any of its Affiliates thereunder so that Buyer (or, subject to Section 365 of 13.05, its designated Affiliate(s)) would not in fact receive all such rights, or if such asset is not transferable under Applicable Law with or without such consent, approval, waiver or notice (any assets so described, the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be required“Non-assignable Assets”), Seller and Buyer will reasonably cooperate in use their commercially reasonable efforts (but without any obligation to expend money, commence litigation or offer or grant any financial or other accommodation to any third party) to enter into a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder and Seller would provide to Buyer (or, subject to Section 13.05, its designated Affiliate(s)) the benefits of any Non-assignable Asset, including sub-contracting, sub-licensing, or sub-leasing to Buyer (or, subject to Section 13.05, its designated Affiliate(s)), and with respect to the prime Government Contracts, entering into and taking commercially reasonable efforts to obtain any required approvals or consents of any U.S. federal Governmental Authority to the Subcontract prior to the Closing Date), or under which Seller would enforce for the benefit of Buyer (or, subject to Section 13.05, its designated Affiliate(s)), with Buyer (or, subject to Section 13.05, its designated Affiliate(s)) assuming Seller’s (or such Affiliate’s) obligations under such Non-assignable Asset, any and all rights of Seller or such Affiliate against a third party thereto. In connection with any such arrangement, Buyer shall reimburse Seller and its Affiliates for any reasonable and documented out-of-pocket costs and expenses actually incurred by Seller or its Affiliates in accordance connection with the performance of any mutually agreeable arrangement or that otherwise would have been incurred by Buyer or its Affiliates had such Non-assignable Asset been assigned, transferred or conveyed as contemplated by this Agreement, including any Liability arising out of Buyer’s failure to perform thereunder (such costs and expenses, the “Alternative Arrangement Costs”). Prior to the amount of the deductible described in clause (B) of Section 11.02(a) being exceeded (whether pursuant to reimbursement under this sentence or pursuant to any other provision of this Agreement or a combination of the foregoing), Buyer will promptly reimburse Seller for all out-of pocket costs and expenses actually incurred by Seller or its Affiliates (other than Alternative Arrangement Costs) relating to or arising from the failure to obtain a consent, approval or waiver for any Non-assignable Assets (such costs and expenses, the “Other Consent Costs”) and any such reimbursement shall be applied toward such deductible. After the amount of such deductible has been exceeded, Buyer will promptly reimburse Seller for 50% of Other Consent Costs. Seller will promptly pay to Buyer (or, subject to Section 13.05, its designated Affiliate(s)) when received all monies received by Seller or an Affiliate of 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. (db) At ClosingNotwithstanding anything to the contrary in this Agreement (including anything in the foregoing Section 2.05(a)), with respect to the Transferred Software set forth on Schedule 1.01(a)(v), (i) if requested by Buyer in writing, Seller shallshall use its commercially reasonable efforts to seek the Consent of any third party required to transfer such Transferred Software to Buyer; provided that in no event shall Seller be required to (w) expend money, pursuant (x) commence any litigation, (y) offer or grant any accommodation (financial or otherwise) to the Sale Order and the Assignment and Assumption Agreement, assume and assign, any third party in order to obtain such Consent or cause to be assigned, to Buyer each (z) diminish any rights of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included Seller or its Affiliates in the Purchase Price, Transferred Software (other than a reduction in the number of seat or user licenses); and (ii) if Seller is unable to obtain any Consent in accordance with clause (i) required to transfer any Transferred Software, Seller shall have no further obligation to Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation Agreement or otherwise with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result transfer of such designation or change in designation; providedTransferred Software, howeverexcept as contemplated by the Transition Services Agreement. In the event the Transferred Software is transferred to Buyer, that Buyer shall be responsible for any obligations with respect to such designation may increase or decrease (as applicable) Transferred Software after the extent date of the Assumed Liabilities, Purchased Assets and/or Excluded Contractssuch transfer.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth Sellers shall deliver to Buyer a schedule that contains a substantially complete list of all Assumed Contracts each Contract of Sellers and Sellers’ good faith estimate of the amount of Cure Costs applicable to each such Contract (the “Original Contract & Cure Schedule”) within thirty (30) days of the date of this Agreement, which Seller Original Contract & Cure Schedule shall be served on the counterparties to each such Contract in accordance with the Bid Procedures Order. From the date on which such Original Contract & Cure Schedule is party and that Buyer intends to have Seller assume and assign provided to Buyer on through (and including) the date which is three (3) days prior to the Closing Date, together promptly following any changes to the information set forth on the Original Contract & Cure Schedule (including any new Contracts to which any Seller becomes a party and any change in the Cure Cost of any Contract), or as reasonably requested by Buyer, Sellers shall provide Buyer with a schedule that updates and corrects such information (as such schedule may be amended, supplemented or otherwise modified from time to time prior to the Closing Date in accordance with the applicable terms of this Agreement, the “Contract & Cure Costs, if any, Update Schedule”). Sellers shall be responsible for the verification of all Cure Costs for each such Assumed Purchased Contract as reasonably estimated and shall, in good faith by Sellerconsultation with and subject to the consent of Buyer, use commercially reasonable efforts to establish proper Cure Costs for each Purchased Contract prior to the Closing Date. At any time prior to the date that is twenty-one but in any event no later than three (213) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing and following good faith consultation with the Company, add or eliminate any Contract related to (including any Lease) as a Purchased Contract (any such eliminated contract, a “Later Excluded Contract”). Automatically upon the Business not designated addition of any Contract as an Assumed a Purchased Contract and, upon such designationin accordance with the first sentence of this Section 2.05(a), such Assumed Contract will constitute a Purchased Asset and will be conveyed assigned to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts Automatically upon the elimination of Seller which do not any Contract as a Purchased Contract in accordance with the first sentence of this Section 2.05(a), such Contract will constitute Assumed Contracts or which otherwise canan Excluded Asset and will not be assumed and assigned to Buyer Buyer, and no Liabilities arising thereunder or relating thereto shall not be considered assumed by Buyer. The Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of any addition or elimination of any Contract as a Purchased Contract; provided, however, that any such addition or elimination may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and shall automatically be deemed or Excluded Contracts. (b) Seller Sellers shall use its commercially reasonable best efforts to assign, or cause take all actions required to be assigned, assign the Assumed Purchased Contracts to Buyer so long as Buyer pays Buyer, including taking all Cure Costs associated actions reasonably required to facilitate any negotiations with the counterparties to such Purchased Contracts and to obtain an Order containing a finding that the proposed assumption and assignment of such Assumed Contracts. If the Purchased Contracts to Buyer does not pay satisfies all Cure Costs associated with the assignment and assumption requirements of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy 365 of the Bankruptcy Court as to adequate assurance of future performanceCode. (c) Except as to Assumed Purchased Contracts assigned pursuant to Section 365 of the Bankruptcy Code, this Agreement shall not constitute an agreement to contribute, transfer, assign or deliver any Purchased Asset or any claim, right or benefit arising thereunder or resulting therefrom if an attempted contribution, transfer, assignment, or delivery thereof without the consent of a third party or Governmental Authority (each, a “Transfer Consent”), would conflict with, violate, constitute a breach or default under any related Contract or violate any applicable Law or in any way otherwise adversely affect the rights of Buyer or Seller Sellers thereunder. If such Transfer Consent is not obtained or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be required, Seller Sellers and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the claims, rights or benefits and assume the obligations thereunder in accordance with this Agreement without any further additional consideration; provided, however, that subject to Buyer receiving the claims, rights or benefits of, or under, the applicable Purchased Asset under any such arrangement, from and after the Closing, Buyer shall be responsible for, and shall promptly pay and perform all payment and other obligations under such Purchased Asset (all of which shall constitute, and shall be deemed to be, Assumed Liabilities hereunder) to the same extent as if such Purchased Asset had been assigned or transferred at the Closing. For the avoidance of doubt, the failure to obtain any Transfer Consent with respect to any Purchased Asset shall not delay the Closing; provided that, from and after the Closing, Sellers and Buyer shall use commercially reasonable efforts to obtain such Transfer Consent with respect to such Purchased Asset. Notwithstanding the foregoing, Sellers’ obligations under this Section 2.05(c) shall not restrict or limit their ability to wind-down or otherwise liquidate their estates, in each case, after the Closing, including by confirming and consummating a Chapter 11 plan of liquidation, or limit their ability to close the Chapter 11 Cases, after the Closing. Sellers’ obligations under this Section 2.05(c) shall terminate upon the Cut-Off Date; provided that if the Transfer Consent to which the applicable Purchased Asset has not been obtained by the Cut-Off Date, then if elected by Buyer prior to the Cut-Off Date, Sellers shall use their commercially reasonable efforts to ensure that Buyer shall (at Buyer’s cost and expense) continue to have the benefit of this Section 2.05(c) following the Cut-Off Date. Upon obtaining any such Transfer Consent with respect to the applicable Purchased Asset after the Closing, such Purchased Asset shall promptly be transferred and assigned to Buyer or a Buyer Designee in accordance with the terms of this Agreement, the Sale Order, and the Bankruptcy Code without any further additional consideration. Buyer may request, in its reasonable business judgment, certain modifications and amendments to any Contract as a condition to such Contract being designated as a Purchased Contract, and Sellers shall use their commercially reasonable efforts to obtain such modifications or amendments. (d) At Closing, (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption AgreementAgreements, assume and assign, Sellers shall assign or cause to be assigned, assigned to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and (the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge each of the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption AgreementPurchased Contracts that is capable of being assigned. (e) To If any Contract requires the extent payment of Cure Costs in order to be assumed pursuant to section 365 of the Bankruptcy Code, and such Cure Costs are undetermined on the Closing Date because a non-Seller counterparty to such Contract proposed Cure Costs in an amount that is different than the amount of Cure Costs proposed by Sellers and such difference will not be resolved prior to the Closing Date (each such Contract, a “Disputed Amount Contract”), then Sellers shall provide Buyer, not less than three (3) days prior to the Closing Date, with a schedule that lists each such Disputed Amount Contract and the amount of Cure Costs that has been proposed by each such non-Seller counterparty; provided that Sellers shall agree to any Cure Costs for any Contract irrevocably designated by Buyer makes in writing as a valid designation Purchased Contract if instructed to do so by Buyer. If Sellers, with the consent of Buyer, and the non-Seller counterparty with respect to any Disputed Amount Contract, are unable to agree on Cure Costs for such Disputed Amount Contract pursuant to Section 2.05(a)within five (5) Business Days following the Closing Date, solely upon Buyer’s written request, Sellers shall, at the applicable exhibits and schedules to this Agreement will be deemed expense of Buyer, seek to have automatically been updated (without action the amount of any Party or Person) Cure Costs related to reflect such designationDisputed Amount Contract determined by the Bankruptcy Court. If Upon final determination of such Cure Costs, Buyer exercises its rights in clause (a) above may elect to re-designate a such Purchased Contract as an Assumed Contract or an Excluded Contract. If such Purchased Contract is not so re-designated, (x) the applicable Sellers shall promptly take such steps as applicableare reasonably necessary, then including, if applicable and reasonably practicable, promptly on delivery of no less than five (5) Business Days’ notice to the Parties acknowledge non-Seller counterparty to such Contract, to cause such Contract to be assumed by the applicable Seller and agree assigned to Buyer, including by executing and delivering to Buyer an Assignment and Assumption Agreement with respect to such Purchased Contract, and (y) Buyer shall pay the Cure Costs with respect to such Purchased Contract either (i) concurrently with Sellers’ assumption and assignment thereof to Buyer or (ii) as agreed in writing by Buyer and the applicable counterparty to such Purchased Contract, and execute and deliver to the applicable Sellers an Assignment and Assumption Agreement with respect to such Purchased Contract. Notwithstanding the foregoing, if, following the Closing, it is discovered that there will a Contract that should have been listed on the Original Contract & Cure Schedule or any Contract & Cure Update Schedule was not so listed, Sellers shall, to the extent Sellers are still debtors-in-possession in the Chapter 11 Cases, promptly following the discovery thereof, notify Buyer in writing of any such Contract and the Seller’s good faith estimate of the amount of Cure Costs applicable to each such Contract (and if no Cure Cost is estimated to be no reduction in, or increase toapplicable with respect to any such Contract, the Purchase Price as a result amount of such designation or change in designation; providedCure Cost shall be designated for such Contract as “$0.00”), howeverand upon Buyer’s request, take all actions reasonably required to assume and assign to Buyer such Contract, provided that such designation may increase or decrease (as applicable) Buyer pay the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contractsapplicable Cure Cost.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Anything in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything any other Acquisition Document to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codenotwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignmentassignment thereof, without the consent of a third party thereto or Governmental Authority (each, a “Transfer Consent”)the receipt of any Government Approvals or the satisfaction of any other requirement thereof or applicable thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer, Seller or any of Seller’s Subsidiaries thereunder. Seller and Buyer will use commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Transferred Asset or to obtain any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may reasonably request; provided, however, that Seller thereundershall have no obligation to assign or transfer any licenses of any Intellectual Property or any licenses granted by Seller in connection with the sale, distribution and license of the Products in the ordinary course of business that are not Transferred Contracts. If such Transfer Consent consent or Government Approval is not obtained obtained, or such if an attempted assignment is not attainable pursuant to Section 365 thereof would be ineffective or would adversely affect the rights of the Bankruptcy Code, Seller or any of Seller’s Subsidiaries thereunder prior to the extent permitted and subject to any approval of Closing or Buyer thereunder on or after the Bankruptcy Court Closing so that may be requiredBuyer would not in fact receive all such rights, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder from and after the Effective Time in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations, any and all rights of Seller against a third party thereto. (db) At ClosingNo other rights are granted hereunder, (i) Seller shallby implication, pursuant to the Sale Order and the Assignment and Assumption Agreementestoppel, assume and assignstatute or otherwise, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included except as expressly provided in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of or in any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contractsother Acquisition Document.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior Prior to the Closing, the Sellers shall use commercially reasonable efforts, and Purchaser shall reasonably cooperate with such efforts, to obtain at the earliest practicable date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract all Consents of third parties related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset consummation of the transactions contemplated hereby and will be conveyed to Buyer underby the Transaction Documents, and in accordance with the terms ofSellers shall provide to Purchaser copies of each such Consent as such Consents are obtained; provided, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot that Purchaser shall be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails under no obligation to pay any Cure Costs or Person in order to satisfy obtain such Person’s consent. The Sellers shall be responsible for any reasonable out-of-pocket costs required to obtain the Bankruptcy Court as Consents for the Purchased Contracts; provided, that the Sellers shall be under no obligation to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of pay a third party or Governmental Authority (each, a “Transfer Consent”), would constitute a breach or in any way adversely affect the rights of Buyer or Seller thereunderorder to obtain such third party’s consent. If such Transfer Consent is not obtained or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above the assignment of any such Purchased Contract requires the Consent of another party that is not obtained prior to designate Closing, (b) Sellers acknowledge in writing their inability to obtain the Consent prior to Closing, and (c) the Purchased Contract requiring such Consent is specified on Section 3.2(b)(v) of the Sellers’ Disclosure Schedule as a Consent that any of the Sellers must obtain, then (x) such Purchased Contract as an Assumed Contract will not be transferred or an Excluded assigned at Closing (each such Purchased Contract, as applicablea “Deferred Purchased Contract”) and (y) the Sellers will continue to use commercially reasonable efforts, then and Purchaser shall reasonably cooperate with such efforts, to obtain any such Consent and/or remove any other impediments to the Parties acknowledge and agree that there will be no reduction in, transfer or increase to, the Purchase Price as a result assignment of such designation Deferred Purchased Contract at the earliest practicable date and shall transfer or change assign such Deferred Purchased Contract within one (1) Business Day after receipt of such Consent. Until the time of assignment of a Deferred Purchased Contract (each such period, a “Deferred Purchased Contract Period”), such Seller shall provide Purchaser the benefits of such Deferred Purchased Contract, cooperate in designation; providedany reasonable and lawful arrangement designed to provide such benefits to Purchaser, however, that such designation may increase or decrease (as applicable) the extent of and allow Purchaser to perform its obligations under the Assumed Liabilities, to the same extent as if the Deferred Purchased Assets and/or Excluded ContractsContract were transferred or assigned to Purchaser at Closing. Each Party shall bear its own administrative expenses incurred in connection with any such arrangement during a Deferred Purchased Contract Period. Until the time of assignment or termination of a Deferred Purchased Contract, such Seller shall, at the request and for the account of Purchaser, and subject to Purchaser’s reasonable direction, enforce, at Purchaser’s expense, such Seller’s rights thereto or interests therein against other Persons. Nothing in this Section 5.8 shall affect Purchaser’s other rights under this Agreement and shall not affect the conditions to Purchaser’s obligations under Article VI. The provisions of this Section 5.8 shall not limit, modify or otherwise affect any representation or warranty of the Sellers under this Agreement.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Anything in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything any other Acquisition Document to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codenotwithstanding, this Agreement shall not constitute an agreement to assign any Contract which is to be an Assumed Contract or any asset which is to be a Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom, if an attempted assignmentassignment thereof, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)thereto other than Seller, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer Purchaser or Seller thereunder. Seller shall use commercially reasonable efforts (but without the requirement of any payment of money by Seller) to obtain the consent of the other Persons for the assignment thereof to Purchaser. If such Transfer Consent consent is not obtained obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that Purchaser would not receive substantially all such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be requiredrights, Seller and Buyer will reasonably Purchaser shall cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller would enforce for the benefit of Purchaser, with Purchaser assuming Seller's obligations, any and all rights of Seller against a third party thereto. Seller shall promptly pay to Purchaser when received all monies received by Seller in respect of any Assumed Contract or Purchased Asset, or transfer any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. To the extent the benefits therefrom and obligations thereunder have been provided by alternative arrangements as provided above, the Contract shall be deemed an Assumed Contract and the asset shall be deemed a Purchased Asset, provided that Purchaser shall not be responsible for any Liabilities (i) Seller shall, pursuant arising out of a claim of breach of such Assumed Contract due to the Sale Order and establishment of the Assignment and Assumption Agreement, assume and assignalternative arrangements, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with arising out of such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price Purchased Asset as a result of such designation Seller's action without Purchaser's approval in a manner inconsistent with the alternative arrangements or change Seller's failure to act at Purchaser's reasonable direction in designation; provided, however, that such designation may increase or decrease (as applicable) connection with performance under the Contract. To the extent of the benefits therefrom and obligations thereunder have not been provided by alternative arrangements reasonably satisfactory to Purchaser, the Contract shall not be deemed an Assumed LiabilitiesContract and the asset shall not be deemed a Purchased Asset. Seller covenants not to use, Purchased Assets and/or Excluded Contractsor to sell, assign or otherwise extend the benefits to any Person from any such Contract or asset in a manner which is competitive with the Business as owned and operated by Purchaser.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract This Agreement will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, this Agreement shall not constitute an agreement to assign or assume any Purchased Asset Contractual Obligation or any right thereunder claim, right, benefit or liability arising thereunder, if an attempted such assignment, without the approval or consent of a third party or Governmental Authority (eachthereto, a “Transfer Consent”), would be ineffective or would constitute a breach or in other contravention thereof or give rise to any way adversely affect the rights right of Buyer termination thereof and such approval or Seller thereunder. If such Transfer Consent consent is not obtained (the “Unassigned Contracts”). If any transfer or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, by Transferors to the extent permitted and Company, or any assumption by the Company of, any interest in, or liability, obligation or commitment under any Contractual Obligation or any claim, right, benefit or liability arising thereunder requires the consent of a third party, then such transfer or assignment or assumption will be made subject to such consent being obtained. The Company agrees that neither Transferors nor any approval of their respective affiliates will have any liability to the Bankruptcy Court that may be required, Seller and Buyer Company arising out of or relating to the failure to obtain any such consent or because of any circumstances resulting therefrom. Transferors will reasonably cooperate in a mutually agreeable arrangement (at Buyerthe Company’s sole cost and expense) under which Buyer would use their respective commercially reasonable efforts to obtain the approval or consent of such third party or Governmental Authority for the assignment to or assumption by the Company of any such Contractual Obligation, claim, right, benefit or liability arising thereunder. If, as of the Closing Date, such assignment or assumption will be ineffective or will give rise to any right of termination or other breach or default thereof, then such Unassigned Contract will not be assigned and the parties hereto will reasonably cooperate in arranging a lawful and commercially reasonable alternative to enable the Company to obtain the benefits and assume the obligations thereunder in accordance under such Contract as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, sub-participation or sub-leasing agreement, or an arrangement under which such Transferor would enforce such Unassigned Contract for the benefit of the Company, with this Agreement. (d) At Closingthe Company, (i) Seller shall, pursuant to the Sale Order extent permissible, assuming such Transferor’s obligations and any and all rights of such party against the other party thereto), and the Assignment and Assumption Agreement, Company will assume and assignpay, perform and discharge any resulting or cause to be assigned, to Buyer each related economic burden (including any related Tax). If the written approval of the Assumed Contracts Contemplated Transactions by the other party to such Unassigned Contract is obtained, then such written approval will constitute a confirmation (automatically and without further action of the parties) that such Unassigned Contract is capable assigned to the Company as of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignmentClosing Date, and (iiiautomatically and without further action of the parties) Buyer shall assume and perform and discharge that the Liabilities (which constitute Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption this Agreement. (e) To the extent that Buyer makes a valid designation with respect to any such Unassigned Contract pursuant to Section 2.05(a), are assumed by the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract Company as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded ContractsClosing Date.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Notwithstanding anything in good faith by Seller. At any time prior this Agreement to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codecontrary, this Agreement shall not constitute an agreement to assign any Purchased Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignmentassignment thereof, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)party, would constitute a breach thereof or in any way adversely affect the rights of Buyer or the Seller thereunderParties thereunder or be contrary to Applicable Law. The Seller Parties and Buyer shall use their commercially reasonable efforts (but without any requirement to pay money or offer other consideration to any Person) to obtain the consent of any applicable third party to the assignment of any such Transferred Asset or such claim, right or benefit. If any such Transfer Consent consent or approval is not obtained or such assignment is not attainable pursuant to Section 365 of obtained, the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be required, Seller Parties and Buyer will reasonably shall cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder Liabilities under such Transferred Asset in accordance with this Agreement. , including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which the Seller Parties would exercise (dat the reasonable direction of Buyer) At Closingfor the benefit of Buyer, with Buyer assuming such Seller Party’s obligations, any and all rights of the Seller Parties (i) including, if applicable, the right to elect to terminate such Transferred Asset in accordance with the terms thereof upon Buyer’s request). Each Seller shallParty shall promptly pay to Buyer when received all monies received by such Seller Party under any such Transferred Asset or any claim, pursuant right or benefit arising thereunder, except to the Sale Order extent the same represents an Excluded Asset. The Seller Parties shall have no obligation to obtain such consent or approval or to provide such an alternative arrangement other than the undertaking to use commercially reasonable efforts to obtain or provide the same as set forth in this Section 2.05, subject only to the other provisions hereof, and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each shall have no remedy (including under Article 8) for failure of the Assumed Contracts that is capable of being assumed and assigned and Seller Parties to obtain any such consent or approval or to provide any such alternative arrangement (subject only to the consideration for which is included in other provisions hereof). To the Purchase Priceextent that, (ii) Buyer shall pay promptly all Cure Costs in connection with obtaining a third party’s consent under any Transferred Asset, one or more of the parties hereto enter into an agreement with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge third party that provides for an allocation of liability among the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation parties hereto with respect to any Contract pursuant to Section 2.05(a)such Transferred Asset that is inconsistent with the terms of this Agreement, the applicable exhibits and schedules to parties agree that, as among themselves, the provisions of this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contractsshall control.

Assignment of Contracts and Rights. (a) Schedule 2.05(aTo the extent that any Contract to be sold, transferred, conveyed or assigned (any sale, transfer, conveyance or assignment, a “Transfer”) sets forth to the Purchaser pursuant to the terms of Section 2.01 is not , or any Excluded Incentive Assets are not, capable of being Transferred to the Purchaser (after giving effect to the Sale Order) without the Consent of a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for third Person (each such Assumed Contract as reasonably estimated and each Excluded Incentive Asset, a “Consent Pending Contract”), or if such Transfer or attempted Transfer would, or if the subsequent Transfer or attempted Transfer of the equity interests of the Purchaser would, constitute a breach thereof or a violation of any Law, nothing in good faith by Seller. At this Agreement or in any time document, agreement or instrument delivered pursuant to this Agreement will constitute a Transfer or an attempted Transfer thereof prior to the date that is twenty-one (21) days prior to time at which all Consents necessary for such Transfer will have been obtained unless an Order of the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon Bankruptcy Court effects such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded ContractsTransfer without Consent. (b) Seller Sellers shall use its reasonable best efforts hold and not reject pursuant to assignsection 365 of the Bankruptcy Code any Consent Pending Contracts for a period of sixty (60) days following the Closing Date (the “Contract Retention Period”) and, or cause as soon as practicable with regard to be assignedthe Excluded Incentive Assets and otherwise after receiving further written notice(s) (each, an “Assumption Notice”) from Purchaser during the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the Contract Retention Period requesting assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed any Consent Pending Contract, the Sellers shall, subject to Purchaser’s demonstrating adequate assurance of future performance thereunder (if applicable), take all actions reasonably necessary to seek to assume and assign to Purchaser pursuant to section 365 of the Bankruptcy Code any Contract(s) set forth in an Assumption Notice, and any applicable Determined Cure Cost shall be satisfied in accordance with Section 2.07 hereof. The Sellers agree and acknowledge that the covenant set forth in this Section 2.12(b) shall survive the Closing; provided, that, with respect to any Consent Pending Contract, Purchaser shall compensate the Sellers for Liabilities for the continuation of such Consent Pending Contracts during the Contract Retention Period up to and including the date which is ten (10) days following Sellers’ receipt of written notice from Purchaser authorizing rejection of the same or, in the case of any Consent Pending Contracts that relate to any Owned Real Property or any Leased Real Property, the date which is forty-five (45) days following Sellers’ receipt of written notice from Purchaser authorizing rejection of the same, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated being understood and agreed that Sellers’ obligation to assume and assign any Consent Pending Contract shall be conditioned upon Purchaser’s payment of such amounts and that Purchaser’s covenant to pay such amounts shall survive the Closing until the termination of the Contract Retention Period unless otherwise authorized by Purchaser by written notice to Sellers to be rejected. Notwithstanding anything in this Agreement to the contrary, on the date any Contract or Excluded Incentive Asset is assumed and assigned to Purchaser pursuant to this Section 2.05 with respect 2.12(b), such Contract shall be deemed an Assigned Contract and deemed scheduled on Section 3.12(a) under the appropriate heading for all purposes under this Agreement. Sellers shall have the right at any time following the expiration of the Contract Retention Period to which Buyer fails to pay reject any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Consent Pending Contracts assigned pursuant to Section section 365 of the Bankruptcy Code, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”), would constitute a breach or in any way adversely affect the rights of Buyer or Seller thereunder. If such Transfer Consent is not obtained or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contracts.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Notwithstanding anything in good faith by Seller. At any time prior this Agreement to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codecontrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted or actual assignment, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)party, would constitute a breach or in any way adversely affect the rights of Buyer or Seller thereunder. Seller will use reasonable best efforts to obtain, or cause to be obtained, on or prior to the Closing Date, the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. Buyer will cooperate with Seller, at no additional cost to Buyer, in such manner as may reasonably be requested in connection therewith. If such Transfer Consent consent is not obtained on or prior to the Closing Date, Seller shall continue to use reasonable best efforts to obtain any such assignment consent for a period of 90 days after the Closing Date, and in the event that any such consent is not attainable pursuant to Section 365 obtained by the Closing Date, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court Seller thereunder so that may be requiredBuyer would not in fact receive all such rights, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expensea “Work-around”) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, (i) including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which Seller shallwould enforce for the benefit of Buyer, pursuant with Buyer assuming Seller’s obligations to the Sale Order extent Buyer would have been responsible therefor if such consent had been obtained and to the Assignment extent Buyer or its Affiliates receive the benefits thereof, any and Assumption Agreement, assume and assign, or cause to be assigned, all rights of Seller against a third party thereto. Seller will promptly pay to Buyer each when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. Notwithstanding the foregoing, the provisions of the Assumed this Section 2.08 shall not apply to any Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant are subject to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contracts7.05.

Assignment of Contracts and Rights. (a) Schedule 2.05(a1.06(a)(i) sets forth lists all written Contracts (including Contracts that consist only of open purchase orders) in effect between Seller and other Persons for the purchase of wet tantalum capacitors by such Persons from Seller (the “Customer Contracts”) and identifies those Customer Contracts that are between Seller and a list distributor (“Distributor Contracts”) and those that are between Seller and Persons that are not distributors (“Other Customer Contracts”). (b) Distributor Contracts shall not be assigned to Buyer. Buyer shall fulfill Seller’s obligations with respect to any open orders under Distributor Contracts for wet tantalum capacitors listed on Schedule 1.01(a)(i) and shall be entitled to receive the amount of all Assumed any payments due to Seller with respect to such orders. After fulfillment of such open orders, any further orders and sales of wet tantalum capacitors given to Buyer by the respective distributors party to the Distributor Contracts shall be governed by the terms of Buyer’s agreements with the distributors party to the Distributor Contracts. Seller shall direct any payor of amounts to which Buyer is entitled to receive pursuant to this Section 1.06(b), to pay such amounts, net of any discounts and credits which are applicable to such amounts payable under the relevant Distributor Contract, directly to Buyer except with respect to any orders for which Seller is party provided the invoice, provided, however, that in all cases where Seller receives any amounts due to Buyer pursuant to this Section 1.06(b), Seller shall promptly forward such amounts to Buyer. (c) Transferred Agreements shall consist of (i) Other Customer Contracts that relate solely to the sale of wet tantalum capacitors and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, are assignable by their terms without Consent or for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time which all required consents are obtained prior to the date Closing Date and (ii) the portion of Other Customer Contracts relating to the sale of wet tantalum capacitors to the extent that such portion can be and is twenty-one (21) days severed from the remainder of the Contract pursuant to documentation satisfactory to Seller and Buyer and executed by the other party to the Contract prior to the Closing Date, . Seller shall provide Buyer may, by written notice with copies of all Transferred Agreements on or prior to the Company, designate Closing. Anything contained in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codenotwithstanding, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign any Purchased Asset Contract or any claim or right with respect to any benefit arising thereunder or resulting therefrom, if an attempted assignmenttransfer, sublease or assignment thereof, without the consent required Consent of a third any other party or Governmental Authority (each, a “Transfer Consent”)thereto, would constitute a breach thereof or in any way adversely affect the rights of Buyer or Seller thereunder. Within a commercially reasonable time after Closing, Seller shall use its commercially reasonable efforts to obtain the Consent of any such third party to the transfer, sublease or assignment to Buyer of Other Customer Contracts that relate solely to the sale of wet tantalum capacitors in cases in which such Consent is required for such transfer, sublease or assignment. If any such Transfer Consent is not obtained obtained, Seller shall use its commercially reasonable efforts to cooperate with Buyer in reasonable and lawful arrangements designed to provide Buyer the benefits thereunder and provide for Buyer to perform the obligations thereunder, including (a) adherence to reasonable procedures established by Buyer for the immediate transfer to Buyer of any payments or such assignment is not attainable pursuant to Section 365 other funds received by Seller thereunder (other than the Receivables) and (b) enforcement for the benefit of Buyer, at Buyer’s expense, of any and all rights of Seller thereunder against the other party or parties thereto arising out of the Bankruptcy Codebreach or cancellation thereof by such other party or parties or otherwise and performance by Buyer, at Buyer’s expense, on behalf of Seller of the obligations thereunder. For the avoidance of doubt, Buyer agrees to assume all obligations and liabilities of Seller with respect to the Business and the sale of wet tantalum capacitors arising under Other Customer Contracts that are not assigned to Buyer but only if and to the extent permitted and subject that Buyer is entitled to any approval of receive the Bankruptcy Court corresponding amounts due to Buyer with respect to wet tantalum capacitors sold pursuant to such Other Customer Contracts. Consistent with the foregoing, Buyer agrees to assume Seller’s warranty obligations concerning all Products shipped on or after the Closing Date for which Seller issues invoices to the customer pursuant to Other Customer Contracts that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at are not assigned to Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At ClosingTo the extent assignable, (i) Seller shall, hereby assigns to Buyer so much of the rights of Seller under or pursuant to the Sale Order all warranties, representations and the Assignment guarantees made by suppliers, manufacturers and Assumption Agreement, assume and assign, contractors relating directly to products sold or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs services provided in connection with such assumption and assignmentthe Business or affecting the property, and (iii) Buyer shall assume and perform and discharge machinery or equipment used by Seller in the Assumed Liabilities under the Assumed ContractsBusiness, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect such rights related to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded ContractsTransferred Assets.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts Anything in this Agreement to which Seller is party and that Buyer intends the contrary notwithstanding, with respect to any Contract, Diversa may elect not to have Seller assume and assign to Buyer on any or all of such Contracts be included in the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, Purchased Assets by written notice of such election delivered to the CompanySyngenta Parties within 30 days of the date hereof; provided that (i) if Diversa elects not to have any lease identified under Section 2.01(b) included in the Purchased Assets, designate in writing any Contract then the related equipment or other property subject to such lease shall also be excluded from the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and (ii) as of the date hereof, (A) any such Contract with respect to which Diversa exercises such election (and any related equipment or other property in the case of a lease) shall automatically be deemed to (1) have been removed from Schedule 2.01 (and any other Schedule on which such Contract (or any related equipment or other property) is disclosed) and (2) cease to be a Contract for all purposes hereunder (and all Liabilities arising under such Contract shall be Excluded ContractsLiabilities) and (B) the amount of the net book value of the Purchased Assets identified in Section 2.01(a) shall be deemed to have been reduced accordingly. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything Anything in this Agreement to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codenotwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted such assignment, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)thereto, would constitute a breach or other contravention of such Contract or in any way adversely affect the rights of Buyer Diversa thereunder. The parties hereto will use their reasonable efforts to obtain the consent of the other parties to any such Contract or Seller any claim or right or any benefit arising thereunder for the assignment thereof to Diversa as Diversa may request, without any material conditions to such transfer or material changes or modifications of terms thereunder, in a manner to permit the Research Activities to be conducted by Diversa following the Closing as such activities are conducted by the Syngenta Parties as of the date of this Agreement. If such Transfer Consent consent is not obtained obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Diversa thereunder so that Diversa would not in fact receive all such assignment is rights, the Syngenta Parties shall have no further obligation to Diversa with respect to such Contracts. The foregoing shall not attainable pursuant require any payment of money by Diversa or the Syngenta Parties to Section 365 of the Bankruptcy Codeobtain any such consent. The Syngenta Parties will promptly pay to Diversa, when received, all monies received by any Syngenta Party under any Contract or any claim or right or any benefit arising thereunder, except to the extent permitted and subject to any approval of the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or same represents an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded ContractsAsset.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Notwithstanding anything in good faith by Seller. At any time prior this Agreement to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codecontrary, this Agreement shall not constitute an agreement to sell, convey, transfer, assign or deliver any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignmentsuch sale, conveyance, transfer, assignment or delivery, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)thereto, would constitute a breach or other contravention of such Purchased Asset or in any way adversely affect the rights of any Party thereunder; provided, that the foregoing shall not limit or affect Seller’s representations and warranties set forth in this Agreement. Seller and Buyer shall use their reasonable best efforts (but without any payment of money by Buyer or Seller thereunderany obligation on Buyer to agree to any accommodation or concession with a third party) to obtain the consent of such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer. If such Transfer Consent consent is not obtained obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be requiredrights, Seller and Buyer will reasonably shall cooperate in to determine a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. , including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce (dat the direction of Buyer) At for the benefit of Buyer, with Buyer assuming Seller’s obligations, any and all rights of Seller against a third party thereto (including, if applicable, the right to elect to terminate such Purchased Asset in accordance with the terms thereof upon Buyer’s request). 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. Upon receipt of any required consents to assignment of a Purchased Asset, Seller shall sell, transfer, convey, assign and deliver such Purchased Asset to Buyer with no additional purchase price due therefore. In addition, following the Closing, (i) Seller shall, pursuant to the Sale Order parties shall execute and the Assignment and Assumption Agreement, assume and assigndeliver, or shall cause to be assignedexecuted and delivered, such documents and other instruments and shall take, or shall cause to Buyer each of be taken, such further actions as may be reasonably required to carry out this ‎Section 2.05 and give effect to the Assumed Contracts that is capable of being assumed and assigned and transactions contemplated by this ‎Section 2.05. To the consideration for which is included in the Purchase Priceextent that, (ii) Buyer shall pay promptly all Cure Costs in connection with obtaining a third party’s consent under any Contract, one or more of the Parties enter into an agreement with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge third party that provides for an allocation of liability among the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation Parties with respect to any such Contract pursuant to Section 2.05(a)that is inconsistent with the terms of this Agreement, the applicable exhibits and schedules to Parties agree that, as among themselves, the provisions of this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contractsshall control.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and Notwithstanding anything in this Agreement that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior may be deemed to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codecontrary, this Agreement shall not constitute an agreement to assign any Purchased Asset Shared Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted such assignment, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)thereto, would constitute a breach or other contravention of such Shared Contract or in any way adversely affect the rights of Buyer Seller, any Company or Seller any of their respective Affiliates thereunder. If such Transfer Consent consent is not obtained or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be requiredobtained, Seller and Buyer will reasonably will, until the first anniversary of the Closing Date, cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations, all rights of Seller against a third party thereto. In connection with any Shared Contract that is (i) assigned, in whole or in part, to Buyer, any Company or any of their respective Subsidiaries, or (ii) sub-contracted, sub-licensed or sub-leased or under which Seller or any of its Affiliates otherwise passes along any benefits thereunder, in each case whether in whole or in part, to Buyer, any Company or any of their respective Subsidiaries, Buyer hereby agrees to perform, and to cause to be performed, all of its or such Company’s or Subsidiary’s (as applicable) obligations thereunder and shall (A) promptly, but in any event within 30 days of being invoiced therefor, reimburse Seller for all out-of-pocket expenses incurred by Seller or any of its Affiliates under any such Shared Contract and (B) hereby indemnify Seller and its Affiliates, and otherwise hold them harmless from, any failure to perform any such obligations. (db) At ClosingNotwithstanding anything in this Agreement that may be deemed to the contrary, (i) Seller shallneither Seller, pursuant Buyer nor any of their respective Affiliates or Subsidiaries shall be required to the Sale Order and the Assignment and Assumption Agreementexpend money, assume and assignincur any liability, commence any litigation or cause offer or grant any accommodation (financial or otherwise) to be assigned, any third party to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Priceobtain any such consent to assign a Shared Contract, (ii) Buyer the assignment of any Shared Contract shall pay promptly all Cure Costs in connection with such assumption and assignmentnot be a condition to the obligation of the parties hereto to consummate this Agreement, the other Transaction Agreements or the transactions contemplated hereby or thereby, and (iii) in no event shall Buyer be entitled to assert that a breach of this Section 5.11 shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant have given rise to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent failure of the Assumed Liabilities, Purchased Assets and/or Excluded Contractscondition set forth in Section 8.01(b)(ii).

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Anything in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything any other Transaction Document to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codenotwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset Intel Transferred Contract, Intel Transferred Permit, or other Intel Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignmentassignment thereof, without the consent of a third party thereto or the receipt of any Governmental Authority (each, a “Transfer Consent”)Approvals or the satisfaction of any other requirement applicable to such assignment, would constitute a breach or other contravention thereof or in any way adversely affect result in the loss of any material benefit under, or any material modification to, the rights of Buyer Newco, Intel or Seller any of Intel’s Subsidiaries thereunder. If such Transfer Consent is not obtained or such assignment is not attainable pursuant Intel and Newco will use commercially reasonable efforts (but without any payment of money by Intel) to Section 365 obtain the consent of the Bankruptcy Code, to the extent permitted and subject other parties to any approval of the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Intel Transferred Contract, Intel Transferred Permit or other Intel Transferred Asset or any claim, right or benefit arising thereunder for the assignment thereof to Newco as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designationNewco may reasonably request; provided, however, that except as provided in Section 2.5 of the Intel Intellectual Property Agreement with respect to the sublicensing of certain Third Party Claims to Newco, Intel shall have no obligation to transfer or assign any license of any Intellectual Property other than the Intel Transferred Intellectual Property or any licenses granted by Intel in connection with the sale, distribution and license of the Intel Products in the ordinary course of business that are not Intel Transferred Contracts. Subject to the obligations of Intel set forth in Section 5.6, Section 4.3 of the Master Agreement, Section 2.6 of the Intel Intellectual Property Agreement, the Intel Transition Services Agreement and the Intel Supply Agreement, Newco agrees that Intel shall not have any liability to Newco arising out of or relating to the failure to obtain any such designation consent or to satisfy any other such requirement that may increase be required in connection with the transactions contemplated by this Agreement or decrease the Intel Ancillary Agreements or because of any circumstances resulting from any such failure; provided, however, that nothing in this Section 2.5(a) is intended to affect Intel’s representation in Section 3.8(b) regarding Intel Contractual Consents. (b) If any such consent is not obtained, or any such other requirement is not satisfied, prior to the Closing and as applicablea result thereof Newco shall be prevented by such third party from receiving the rights and benefits with respect to such Intel Transferred Contract, Intel Transferred Permit or other Intel Transferred Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of Intel or any of its Subsidiaries thereunder so that Newco would not in fact receive all such rights or Intel or any of its Subsidiaries would forfeit or otherwise lose the benefit of rights that Intel or any such Subsidiary is entitled to retain, Intel and Newco shall cooperate to discuss, determine and implement in good faith a mutually agreeable reasonable arrangement to the extent practicable, under which (i) Newco would obtain the economic claims, rights and benefits under such asset and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including potentially by subcontracting, sublicensing or subleasing to Newco (but not more extensive than the existing rights of Intel and its Subsidiaries with respect to the Intel Business), or (ii) Intel would enforce for the benefit of Newco, with Newco assuming Intel’s obligations, any and all rights of Intel and its Subsidiaries against a third party thereto; provided, that Newco shall reimburse Intel for all reasonable out-of-pocket expenses that are imposed on Intel and any of its Subsidiaries in bearing such economic burdens and obligations that otherwise would have been borne by Newco if the applicable asset had been transferred to Newco at the Effective Time. Newco agrees that neither Intel nor any of its Subsidiaries shall have any liability to Newco arising out of or relating to the failure to obtain any such consent, and no condition set forth in the Master Agreement, other than the conditions set forth in Section 5.1(f) and Section 5.2(f) shall be deemed not satisfied, as a result of (x) the extent failure to obtain any such consent or any circumstances resulting therefrom or (y) any suit, action or proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the Assumed Liabilitiesfailure to obtain any such consent or any circumstances resulting therefrom; provided, Purchased Assets and/or Excluded Contractshowever, that nothing in this Section 2.5(b) is intended to affect Intel’s representation in Section 3.8(b) regarding Intel Contractual Consents. (c) No other rights are granted hereunder, by implication, estoppel, statute or otherwise, except as expressly provided in this Agreement or in any other Transaction Document.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list To the maximum extent permitted by the Bankruptcy Code, the Purchased Assets of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot Sellers shall be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section section 365 of the Bankruptcy CodeCode as of the Closing Date or such other date as specified in the Sale Order or this Agreement, as applicable. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Asset asset or any right thereunder if if, after giving effect to the Sale Order, an attempted assignment, assignment without the consent of a third party or (including any Governmental Authority (each, a “Transfer Consent”), Entity) would constitute a breach or in any way adversely affect the rights of Buyer or Seller thereunderfollowing the Closing. If If, as of the Closing Date, such Transfer Consent consent is not obtained or such assignment is not attainable pursuant to Section sections 363 or 365 of the Bankruptcy Code, to the extent permitted and subject to any approval Code other than as a result of the Bankruptcy Court that may be requiredfailure by the Buyer to pay or otherwise satisfy all Cure Amounts, Seller then the Sellers and Buyer will reasonably will, for a period of sixty (60) days following the Closing, cooperate in a mutually agreeable arrangement arrangement, to the extent feasible (without infringing upon the legal rights of any third party or violating any Law), under which ▇▇▇▇▇ would obtain the benefits and assume the obligations (to the extent otherwise constituting Assumed Liabilities hereunder) thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, or under which the Sellers would enforce for the benefit of, and at the direction of, Buyer’s sole cost , with Buyer assuming all of the Sellers’ obligations (to the extent constituting Assumed Liabilities hereunder), and expenseany and all rights of the Sellers thereunder. (b) Notwithstanding anything herein to the contrary, in the event that Sellers are unable to transfer to Buyer any of their Equity Interests in Near Intelligence Pvt. Ltd. (“Near India”) at the Closing as a result of failure to obtain corporate approval for, or registration of, such transfer under the organizational documents of Near India or under applicable Law, from and after the Closing, for a period of time until the earlier to occur of (x) 6 months following the Closing Date and (y) the transfer of such Equity Interests to Buyer (the “End Date”), Buyer and Sellers shall use commercially reasonable efforts to enter into a mutually agreeable arrangement, to the extent feasible under applicable Law, under which Buyer would obtain the benefits and assume all the obligations thereunder related to ownership of the Equity Interests of Near India as though it were such record holder of such Equity Interests, and Sellers will continue to hold such Equity Interests for the benefit of the Buyer. Sellers shall use their reasonable best efforts to undertake any instruction received in accordance writing from Buyer with respect to exercising any rights and powers of Sellers in respect of their ownership of the Equity Interests of Near India, to the extent permitted by applicable Law. From and after the Closing until the End Date, Sellers shall use their reasonable best efforts to obtain all approvals required to consummate the transfer of the Equity Interests in Near India to Buyer. As between Sellers and Buyer, from and after the Closing, Buyer shall be responsible for the operations of Near India as though it were the record owner of the Equity Interests of Near India and shall assume and agree to pay for any and all Liabilities of Near India. Buyer shall pay for all expenses reasonably incurred by the Sellers in connection with the arrangements set forth in this Section 6.9(b) and from and after the Closing, Buyer shall indemnify the Sellers and their Affiliates from any Liabilities incurred by the Sellers arising out of any action or omission of Sellers or their Affiliates taken at the direction of Buyer under such arrangement. For the avoidance of doubt, the failure to transfer the Equity Interest of Near India at the Closing as contemplated by this Section 6.9(b) shall not cause a failure to satisfy any condition to Closing set forth in Article VIII of this Agreement nor give rise to an event of termination under Article IX of this Agreement. (d) At Closing, (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contracts.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list Notwithstanding any other provision of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior this Agreement to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codecontrary, this Agreement shall not constitute an agreement to assign or transfer any Purchased Asset of the Transferred Assets or any right thereunder Transferred Liabilities pursuant to the Pre-Closing Restructuring if an attempted assignmentassignment or transfer thereof, without the approval, authorization or consent of, filing with, notification to, or granting or issuing of a any License, Order waiver or permit by, any third party or Governmental Authority Entity (eachcollectively, a “Transfer ConsentApprovals” and such Transferred Assets or Transferred Liabilities, collectively, the “Non-Assignable Assets”), would constitute a breach or other contravention thereof or result in any way acceleration of obligations of any Seller or the exercise or rights or remedies by any counterparty or would be a violation of Law, be ineffective, void or voidable or would materially adversely affect the rights of Buyer or Seller thereunder; provided that this Section 2.3(a) shall not affect whether any such asset shall be deemed a Transferred Asset for any other purpose under this Agreement. If such Transfer Consent is not obtained or such assignment is not attainable pursuant to Section 365 Without limitation of the Bankruptcy Codeobligations set forth in Section 6.3(a), prior to the extent permitted and subject to any approval completion of the Bankruptcy Court that may be requiredPre-Closing Restructuring, Seller Parent will use its commercially reasonable efforts, and Buyer will cooperate with such efforts as reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost requested by Parent, to provide notices and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assignobtain, or cause to be assignedobtained, any Approval from a third party required to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to assign or transfer any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designationTransferred Asset; provided, however, that Parent shall not be required to pay any consideration in order to obtain any such designation may increase Approval. If a Non-Assignable Asset cannot be assigned or decrease transferred prior to the completion of the Pre-Closing Restructuring because of the failure to obtain any such Approval from a third party, (i) Parent shall have the continuing obligation until twelve (12) months after the Closing Date to, and to cause its Affiliates to, use its reasonable best efforts to secure such Approval as promptly as practicable, and Buyer will cooperate with Parent with such efforts, as reasonably requested by Parent, and (ii) each Party will cooperate in any lawful and commercially reasonable arrangement under which (A) Buyer would, in compliance with Law, receive the economic claims, rights and benefits under such Non-Assignable Asset (including, if applicable, the right to terminate such Non-Assignable Asset in accordance with the terms thereof upon the Buyer’s request), (B) to the extent the Buyer receives the economic claims, rights and benefits under such Non-Assignable Asset, the Buyer shall be responsible and bear all Transferred Liabilities associated with such Non-Assignable Asset in accordance with this Agreement, including by means of subcontracting, sublicensing or subleasing arrangement (provided that Buyer shall not be responsible for Liabilities that constitute Excluded Liabilities), and (C) Parent would enforce for the benefit of Buyer any and all of its rights against a third party associated with such Non-Assignable Asset, and Parent would promptly pay to Buyer when received all monies received by Parent under any Non-Assignable Asset or any claim, right or benefit arising thereunder. If the Approval for the transfer and assignment of any such Non-Assignable Asset is thereafter obtained, Parent shall, or shall cause its applicable Affiliate to, promptly assign and transfer such Non-Assignable Asset to Buyer at no additional cost to Buyer. (b) Any Contract to which Parent or any of its Affiliates is a party that is not primarily related to the Business and that relates to both the Business and any Retained Business (each, a “Shared Contract”) shall be (a) assigned, transferred and conveyed pursuant to the Pre-Closing Restructuring only with respect to (and preserving the meaning of) those portions that relate exclusively to the Business, to a Company, if so assignable, transferable or conveyable, or (b) appropriately amended prior to, on or after the Closing (and, if necessary or deemed advisable by Parent or Buyer, new Contracts with respect thereto shall be executed), so that the applicable Company shall be entitled to the rights and benefit of those parts of the Shared Contract that relate exclusively to the Business and shall assume the related portion of any Transferred Liabilities contemplated by the Pre-Closing Restructuring. Unless otherwise agreed by Buyer, Parent shall use its commercially reasonable efforts to ensure that such amendments and new Contracts are on pricing terms substantially similar (individually or in the aggregate) to the terms applicable to the Business under the associated Shared Contract and otherwise on terms and conditions substantially similar (individually or in the aggregate) to Buyer than the terms and conditions applicable to the Business under the associated Shared Contract; provided, however, that Parent shall not be required to incur any material Liability or pay any consideration in connection therewith. Notwithstanding the foregoing, (i) in no event shall any Person be required to assign (or amend), either in its entirety or in part, any Shared Contract that is a Non-Assignable Asset and if any Shared Contract is a Non-Assignable Asset and cannot be so partially assigned (or amended) at Closing, until the earliest of (A) such time as the applicable approval is obtained or denied in writing and (B) the extent expiration of the Assumed Liabilitiesterm of such Shared Contract in accordance with its current term or the execution of a replacement Contract following the Closing by Buyer or its Affiliate, Purchased Assets and/or then Parent will cooperate with Buyer and the applicable Company to establish an agency type or other similar arrangement reasonably satisfactory to Parent and Buyer intended to both (x) provide Buyer or the applicable Company, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those portions that relate exclusively to the Business and (y) cause Buyer or the applicable Company to bear all Liabilities thereunder from and after the Closing in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement). In furtherance of the foregoing, Parent shall promptly pay (or cause to be paid) to Buyer or the applicable Company when received all monies received by Parent or any of its Affiliates under any Shared Contract that is a Non-Assignable Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded ContractsAsset.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Anything in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. notwithstanding (c) Except as to Assumed Contracts assigned pursuant but subject to Section 365 of the Bankruptcy Code2.10(b)), this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder Contract if an attempted assignmentassignment thereof, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer or Seller thereunder. If such Transfer Consent is not obtained or such assignment is not attainable pursuant Prior to Section 365 of and after the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be requiredClosing, Seller and its Subsidiaries will use their reasonable best efforts to obtain the consent of the other parties to any such Purchased Contract for the assignment thereof to Buyer as Buyer may reasonably request and Buyer shall provide commercially reasonable cooperation to Seller to obtain such consents. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Seller or its Subsidiaries thereunder so that Buyer would not in fact receive all rights under such Purchased Contract, Seller, its Subsidiaries and Buyer will reasonably cooperate in a mutually agreeable any lawful arrangement (at Buyer’s sole cost and expense) reasonably proposed by Buyer under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, (i) Seller shallincluding subcontracting, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assignsub-licensing, or cause subleasing to be assignedBuyer, or under which Seller would enforce, at Seller’s expense, for the benefit of Buyer, with Buyer assuming, at Seller’s expense, Seller’s and its Subsidiaries’ obligations, any and all rights of Seller or any of its Subsidiaries against a third party thereto. Seller will promptly pay to Buyer each of the Assumed Contracts that is capable of being assumed Buyer, when received, all monies received by Seller or its Subsidiaries under any Purchased Contract, and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignmentpay, and (iii) Buyer shall assume defend, discharge and perform and discharge the all Assumed Liabilities under the Assumed such Purchased Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If any Assigned Contract is not assigned by Seller or its Subsidiaries to Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of the absence of any required consent (“Restricted Contract”), Buyer shall not be under any obligation whatsoever to assume any Assumed Liabilities arising under such designation or change Restricted Contract, except as set forth in designation; provided, however, that such designation may increase or decrease (as applicable) the extent third sentence of the Assumed Liabilities, Purchased Assets and/or Excluded Contractsthis Section 2.10.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all With respect to any Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer Contract identified on the Seller Closing DateConsents Schedule and any claim, together with right or benefit arising thereunder or resulting therefrom, the applicable Cure CostsSeller party thereto has and, if anyto the extent applicable, for each its Affiliates have, used commercially reasonable efforts to obtain the written consent of the other party(ies) to any such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior for the assignment thereof to the date that is twenty-one (21) days Buyer prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything in this Agreement to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codecontrary, this Agreement shall not constitute an agreement to assign any Purchased Asset sell, assign, transfer, convey, deliver or any right thereunder if assume an attempted Assumed Contract or Assumed Liability to the extent that a sale, assignment, transfer, conveyance, delivery or assumption thereof would, without the consent of a third party or Governmental Authority Consent by any relevant Person, if applicable, (each, a “Transfer Consent”), would i) constitute a breach or other contravention thereof or (ii) be ineffective, void or voidable, in any way adversely affect the rights case of Buyer or Seller thereunder. If each of clauses (i) and (ii) unless and until such Transfer Consent is not obtained or such assignment is not attainable pursuant to obtained. (c) If the circumstances described in Section 365 2.5(b) exist, then until the earliest of (i) the twelve (12)-month anniversary of the Bankruptcy CodeClosing Date, to or (ii) the extent permitted and subject to any approval expiration or termination of the Bankruptcy Court that may applicable Assumed Contract or Assumed Liability, (A) the Sellers shall use their respective commercially reasonable efforts to obtain, or cause to be requiredobtained, Seller and any such Consent required to sell, assign, transfer, convey or deliver (directly or indirectly) any such Assumed Contract or Assumed Liability to Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s the Sellers’ sole cost and expense; (B) the Sellers and Buyer shall cooperate to put in place an arrangement reasonably satisfactory to Buyer and the applicable Seller under which Buyer would obtain will obtain, to the fullest extent practicable, the claims, rights, and benefits with respect to such Assumed Contract, and assume the corresponding obligations thereunder (including by means of agency, supply, subcontracting, sub-licensing, or sub-leasing arrangement by such Seller to Buyer), or under which such Seller will enforce for the benefit of Buyer, with Buyer assuming such Seller’s obligations thereunder, any and all claims, rights, and benefits of such Seller against a third party thereto and (C) the Sellers shall be responsible for any Transaction Expenses incurred in accordance obtaining such Consents. Buyer shall cooperate with the Sellers in their fulfillment of their obligations under clause (A) of this AgreementSection 2.5(c). (d) At ClosingAfter the date hereof, (i) Seller shallonce a Consent required for the sale, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, conveyance, assumption, transfer and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action delivery of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then of the Parties acknowledge and agree that there will be no reduction in, or increase totype described in Section 2.5(b) is obtained, the Purchase Price as a result Seller party thereto shall promptly transfer such Assumed Contract to Buyer at no additional cost to Buyer in accordance with the terms of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contractsthis Agreement.

Assignment of Contracts and Rights. (a) Schedule 2.05(a1.06(a)(i) sets forth lists all written Contracts (including Contracts that consist only of open purchase orders) in effect between Seller and other Persons for the purchase of wet tantalum capacitors by such Persons from Seller (the “Customer Contracts”) and identifies those Customer Contracts that are between Seller and a list distributor (“Distributor Contracts”) and those that are between Seller and Persons that are not distributors (“Other Customer Contracts”). (b) Distributor Contracts shall not be assigned to Buyer. Buyer shall fulfill Seller’s obligations with respect to any open orders under Distributor Contracts for wet tantalum capacitors listed on Schedule 1.01(a)(i) and shall be entitled to receive the amount of all Assumed any payments due to Seller with respect to such orders. After fulfillment of such open orders, any further orders and sales of wet tantalum capacitors given to Buyer by the respective distributors party to the Distributor Contracts shall be governed by the terms of Buyer’s agreements with the distributors party to the Distributor Contracts. Seller shall direct any payor of amounts to which Buyer is entitled to receive pursuant to this Section 1.06(b), to pay such amounts, net of any discounts and credits which are applicable to such amounts payable under the relevant Distributor Contract, directly to Buyer except with respect to any orders for which Seller is party provided the invoice, provided, however, that in all cases where Seller receives any amounts due to Buyer pursuant to this Section 1.06(b), Seller shall promptly forward such amounts to Buyer. (c) Transferred Agreements shall consist of (i) Other Customer Contracts that relate solely to the sale of wet tantalum capacitors and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, are assignable by their terms without Consent or for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time which all required consents are obtained prior to the date Closing Date and (ii) the portion of Other Customer Contracts relating to the sale of wet tantalum capacitors to the extent that such portion can be and is twenty-one (21) days severed from the remainder of the Contract pursuant to documentation satisfactory to Seller and Buyer and executed by the other party to the Contract prior to the Closing Date, . Seller shall provide Buyer may, by written notice with copies of all Transferred Agreements on or prior to the Company, designate Closing. Anything contained in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codenotwithstanding, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign any Purchased Asset Contract or any claim or right with respect to any benefit arising thereunder or resulting therefrom, if an attempted assignmenttransfer, sublease or assignment thereof, without the consent required Consent of a third any other party or Governmental Authority (each, a “Transfer Consent”)thereto, would constitute a breach thereof or in any way adversely affect the rights of Buyer or Seller thereunder. Within a commercially reasonable time after Closing, Seller shall use its commercially reasonable efforts to obtain the Consent of any such third party to the transfer, sublease or assignment to Buyer of Other Customer Contracts that relate solely to the sale of wet tantalum capacitors in cases in which such Consent is required for such transfer, sublease or assignment. If any such Transfer Consent is not obtained obtained, Seller shall use its commercially reasonable efforts to cooperate with Buyer in reasonable and lawful arrangements designed to provide Buyer the benefits thereunder and provide for Buyer to perform the obligations thereunder, including (a) adherence to reasonable procedures established by Buyer for the immediate transfer to Buyer of any payments or such assignment is not attainable pursuant to Section 365 other funds received by Seller thereunder (other than the Receivables) and (b) enforcement for the benefit of Buyer, at Buyer’s expense, of any and all rights of Seller thereunder against the other party or parties thereto arising out of the Bankruptcy Codebreach or cancellation thereof by such other party or parties or otherwise and performance by Buyer, at Buyer’s expense, on behalf of Seller, of the obligations thereunder. For the avoidance of doubt, Buyer agrees to assume all obligations and liabilities of Seller with respect to the Business and the sale of wet tantalum capacitors arising under Other Customer Contracts that are not assigned to Buyer but only if and to the extent permitted and subject that Buyer is entitled to any approval of receive the Bankruptcy Court corresponding amounts due to Buyer with respect to wet tantalum capacitors sold pursuant to such Other Customer Contracts. Consistent with the foregoing, Buyer agrees to assume Seller’s warranty obligations concerning all Products shipped on or after the Closing Date for which Seller issues invoices to the customer pursuant to Other Customer Contracts that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at are not assigned to Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At ClosingTo the extent assignable, (i) Seller shall, hereby assigns to Buyer so much of the rights of Seller under or pursuant to the Sale Order all warranties, representations and the Assignment guarantees made by suppliers, manufacturers and Assumption Agreement, assume and assign, contractors relating directly to products sold or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs services provided in connection with such assumption and assignmentthe Business or affecting the property, and (iii) Buyer shall assume and perform and discharge machinery or equipment used by Seller in the Assumed Liabilities under the Assumed ContractsBusiness, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect such rights related to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded ContractsTransferred Assets.

Assignment of Contracts and Rights. (ai) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Anything in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything any other Transaction Document to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codenotwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset Intel Transferred Contract, Intel Transferred Permit, or other Intel Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignmentassignment thereof, without the consent of a third party thereto or the receipt of any Governmental Authority (each, a “Transfer Consent”)Approvals or the satisfaction of any other requirement applicable to such assignment, would constitute a breach or other contravention thereof or in any way adversely affect result in the loss of any material benefit under, or any material modification to, the rights of Buyer Holdings, any of Holdings’ Subsidiaries, Intel or Seller any of Intel’s Subsidiaries thereunder. If such Transfer Consent is not obtained or such assignment is not attainable pursuant Intel and Holdings will use commercially reasonable efforts (but without any payment of money by Intel) to Section 365 obtain the consent of the Bankruptcy Code, to the extent permitted and subject other parties to any approval of the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Intel Transferred Contract, Intel Transferred Permit or other Intel Transferred Asset or any claim, right or benefit arising thereunder for the assignment thereof to Holdings or a Subsidiary of Holdings as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designationHoldings may reasonably request; provided, however, that except as provided in Section 2.5 of the Intel Intellectual Property Agreement with respect to the sublicensing of certain Third Party Claims to Holdings, Intel shall have no obligation to transfer or assign any license of any Intellectual Property other than the Intel Transferred Intellectual Property or any licenses granted by Intel in connection with the sale, distribution and license of the Intel Products in the ordinary course of business that are not Intel Transferred Contracts. Subject to the obligations of Intel set forth in Section 5.6, Section 4.3 of the Master Agreement, Section 2.6 of the Intel Intellectual Property Agreement, the Intel Transition Services Agreement, the Intel Supply Agreement and the Intel Pudong Services Agreement, Holdings and Numonyx agree that Intel shall not have any liability to Holdings or any of its Subsidiaries arising out of or relating to the failure to obtain any such designation consent or to satisfy any other such requirement that may increase be required in connection with the transactions contemplated by this Agreement or decrease the Intel Ancillary Agreements or because of any circumstances resulting from any such failure; provided, however, that nothing in this Section 2.5(a) is intended to affect Intel’s representation in Section 3.8(b) regarding Intel Contractual Consents. (ii) If any such consent is not obtained, or any such other requirement is not satisfied, prior to the Closing and as applicable) a result thereof Holdings and its Subsidiaries shall be prevented by such third party from receiving the rights and benefits with respect to such Intel Transferred Contract, Intel Transferred Permit or other Intel Transferred Asset intended to be transferred hereunder, or if any attempted assignment intended to be effected hereunder, at such time as such Intel Transferred Contract, Intel Transferred Permit or other Intel Transferred Asset is intended to be transferred pursuant to the Transactions Documents, whether at Closing or otherwise, would adversely affect the rights of Intel or any of its Subsidiaries thereunder so that Holdings or a Subsidiary of Holdings would not in fact receive all such rights or Intel or any of its Subsidiaries would forfeit or otherwise lose the benefit of rights that Intel or any such Subsidiary is entitled to retain, Intel and Holdings shall cooperate to discuss, determine and implement in good faith a mutually agreeable reasonable arrangement to the extent practicable, under which (A) Holdings or a Subsidiary of Holdings would obtain the Assumed Liabilitieseconomic claims, Purchased Assets and/or Excluded Contracts.rights and benefits under such asset and assume the economic burdens and obligations with respect thereto in accordance with this Agreement, including potentially by subcontracting, sublicensing or subleasing to Holdings or a Subsidiary of Holdings (but not more extensive than the existing rights of Intel and its Subsidiaries with respect to the Intel Business), or (B) Intel would enforce for the benefit of Holdings and its Subsidiaries, with Holdings or a Subsidiary of Holdings assuming Intel’s obligations, any and all rights of Intel and its Subsidiaries against a third party thereto; provided, that Holdings shall or shall cause its Subsidiaries to reimburse Intel for all reasonable out-of-pocket expenses that are imposed on Intel and any of its Subsidiaries in bearing such economic burdens and obligations that otherwise would have been borne by Holdings or a Subsidiary of Holdings if the applicable asset had been transferred to Holdings or a Subsidiary of Holdings at the Effective Time. Holdings and Numonyx agree that neither Intel nor any of its Subsidiaries shall have any liability to Holdings or any Subsidiary of Holdings arising out of or relating to the failure to obtain any such consent, and no condition set forth in the Master Agreement, other than the conditions set forth in Section 5.1(f) and

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth 2.3.1 attached hereto is a list of all Assumed Contracts to which contracts of Seller is party that Buyer, in its sole discretion, shall have designated for assumption by a Seller and that Buyer intends to have Seller assume and assign assignment to Buyer at Closing. Prior to conclusion of the Sale Approval Hearing, Buyer shall have the right, in its sole discretion, to delete contracts from Schedule 2. 3.1. Each contract on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior final version of Schedule 2.3.1 is referred to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated herein as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with “Assigned Contract.” At the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”), would constitute a breach or in any way adversely affect the rights of Buyer or Seller thereunder. If such Transfer Consent is not obtained or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, : (i) Seller Sellers shall, pursuant to the Sale Approval Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, assign to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, Assigned Contracts; (ii) Buyer shall pay promptly all Cure Costs Amounts in connection with such assumption and assignment, respect of each of the Assigned Contracts that have been allowed by Final Order of the Bankruptcy Court prior to the Closing Date; and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that the required Cure Amount for any Assigned Contract has not been (x) allowed by Final Order of the Bankruptcy Court prior to the Closing Date or (y) otherwise agreed to by Buyer makes and such Assigned Contract counterparty, the maximum Cure Amount claimed by each respective Assigned Contract counterparty or the lesser amount, if any, to which the Bankruptcy Court, by Final Order, has limited the Cure Amount which may subsequently be allowed to such Assigned Contract counterparty (a valid designation with respect to any Contract pursuant to Section 2.05(a“Disputed Cure Amount”), shall be paid by Buyer into an escrow account with an escrow agent (the applicable exhibits fees of which shall be paid by ▇▇▇▇▇), to be agreed upon by the Buyer and schedules Sellers (collectively, the “Cure Escrow”), and the allowed amount of all Disputed Cure Amounts shall be paid by the escrow agent from the Cure Escrow when and to this Agreement will be deemed to have automatically been updated (without action the extent each such Disputed Cure Amount is allowed by Final Order of the Bankruptcy Court; provided that in the event any Party or Person) to reflect such designation. If Buyer exercises its rights amounts remain in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contractthe Cure Escrow after the final resolution and payment of the disputed cure amounts that constituted Disputed Cure Amounts, as applicablepromptly as practicable, then and in any event with two (2) Business Days after the Parties acknowledge final resolution thereof, such amounts shall be distributed automatically to Buyer, together with any interest or investment income thereon. Buyer shall cooperate in all reasonable respects in connection with proceedings to obtain an Order of the Bankruptcy Court to assign the Assigned Contracts to Buyer and agree that there will be no reduction inotherwise gain approval for the transactions contemplated by this Agreement, or increase to, the Purchase Price as a result including reasonable efforts to demonstrate “adequate assurance of Buyer’s future performance” of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) Assigned Contracts to the full extent of required for assignment thereof required by the Assumed Liabilities, Purchased Assets and/or Excluded ContractsBankruptcy Code.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth If an attempted assignment of any Assumed Contract would be ineffective or would constitute a list breach or other contravention of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior to that would adversely affect the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts rights of Seller which do thereunder in such a manner that Buyer would not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assignin fact receive all such rights, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, then this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of a third party or Governmental Authority such Assumed Contract. (each, a “Transfer Consent”), would constitute a breach or in any way adversely affect the rights of Buyer or Seller thereunder. b) If such Transfer Consent is not obtained or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, and to the extent that Seller is unable to assign an Assumed Contract as contemplated by Section 4.06(a), Seller shall continue to be bound by any such Assumed Contract (the “Non-Assigned Contract”). To the maximum extent permitted and subject to any approval by Applicable Law or the terms of the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At ClosingNon-Assigned Contract, (i) Seller shallshall make the benefit of such Non-Assigned Contract available to Buyer, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) the assignment provisions of this Agreement shall operate to the extent permitted by Applicable Law or the applicable Non-Assigned Contract to create a subcontract, sublease or sublicense with Buyer to perform each relevant Non-Assigned Contract at a price equal to the monies, rights and other consideration receivable or payable by Seller with respect to the performance by or enjoyment of Buyer under such subcontract, sublease or sublicense. To the extent such benefit is made available, and/or such subcontract, sublease or sublicense is created, (A) Buyer shall pay, perform and discharge fully all obligations of Seller under any such Non-Assigned Contract from and after the Closing Date, (B) Seller shall, without further consideration therefor, pay and remit to Buyer promptly all Cure Costs any monies, rights and other consideration received in connection with respect of such assumption and assignmentNon-Assigned Contract, and (iiiC) Seller shall exercise or exploit its rights and options under all such Non-Assigned Contracts only as directed by Buyer. (c) If and when any third party consent contemplated by this Section 4.06 shall be obtained or any such Non-Assigned Contract shall otherwise be assignable, Seller shall promptly assign all of its rights and obligations thereunder or in connection therewith to Buyer without payment of further consideration therefor, and Buyer shall assume such rights and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreementobligations. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contracts.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Anything in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codenotwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignmentassignment thereof, without the consent or waiver of a third party thereto or Governmental Authority any third party (each, a “Transfer Consent”including any Authority), would constitute a breach or other contravention thereof, would constitute a violation of any Legal Requirement or Order or in any way adversely affect the rights of Buyer Buyer, Seller, or any Seller Subsidiary thereunder. If Prior and subsequent to the Closing, Seller and each Seller Subsidiary shall use their commercially reasonable efforts (but without any payment of money by Seller), and Buyer shall cooperate with Seller and each Seller Subsidiary, to obtain any consents or waivers to the sale or assignment of any such Transfer Consent is Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to Buyer. With respect to any Assigned Contract that requires Buyer, as assignee, to accept and agree to be bound by all of the existing terms and conditions of such Assigned Contract, or contains a similar requirement, Buyer shall so accept and agree as required by such Assigned Contract. (b) To the extent, and for so long as, any such consents and waivers are not obtained with respect to any Purchased Asset or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Codeany claim or right or any benefit arising thereunder or resulting therefrom, this Agreement, to the extent permitted by applicable Legal Requirement, shall constitute an equitable assignment by Seller or a Seller Subsidiary, as the case may be, to Buyer of all of Seller’s or such Seller Subsidiaries’, as the case may be, rights, benefits, title and subject interest in, to and under such Purchased Asset or any approval of the Bankruptcy Court that may be required, Seller claim or right or any benefit arising thereunder or resulting therefrom and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyershall be deemed to be Seller’s sole cost or such Seller Subsidiaries’, as the case may be, agent for the purpose of completing, fulfilling and expense) discharging all of Seller’s or such Seller Subsidiaries’, as the case may be, rights and liabilities under which such Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom arising after the Closing, and Seller or such Seller Subsidiary, as the case may be, shall take all actions necessary to provide to Buyer would obtain the benefits and assume the obligations of such Purchased Asset or any claim or right or any benefit arising thereunder in accordance with this Agreementor resulting therefrom. The Seller Parties shall hold all Buyer Indemnitees harmless from any Adverse Consequences that directly result from Seller’s or such Seller Subsidiaries’ failure to obtain any required consent to assignment of a Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom. (dc) At Closing, (i) Seller shall, pursuant Nothing in this Section 1.7 shall be deemed a waiver by Buyer of its right to have received on or before the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each Closing an effective assignment of all of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase PricePurchased Assets, (ii) Buyer nor shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to this Section 2.05(a), the applicable exhibits and schedules to this Agreement will 1.7 be deemed to have automatically been updated (without action of any Party or Person) constitute an agreement to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then exclude from the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contractsany assets described in the definition of Purchased Assets in Section 1.2.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list Within two Business Days of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on entry of the Closing DateBidding Procedures Order by the Bankruptcy Court, together with the applicable Cure Costs, if any, for each such Assumed Contract or as soon as reasonably estimated practicable thereafter (but in good faith by Seller. At any time event, so as to provide sufficient notice such that any required responses from any lease or contract counterparties is due prior to the scheduled date that is twenty-one (21) days prior of the Auction as specified in the bidding procedures attached to the Closing DateBidding Procedures Order),Sellers shall provide written notice, Buyer may, by written notice in substantially the form attached as an exhibit to the Company, designate in writing any Contract related proposed form of Bidding Procedures Order attached to the Business not designated as an motion seeking approval of the Bidding Procedures Order, to each of the counterparties to the Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Real Property Leases or Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contractslisted on the Assumed Contracts Schedule. (b) Seller shall use At or prior to the Closing, Buyer may elect, in its reasonable best efforts sole and absolute discretion, to assign, exclude any contract or cause to be assigned, lease on the Assumed Contracts to Buyer so long Schedule as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, Contract or as an Assumed Real Property Lease (in which case it shall automatically become an Excluded Contract. Notwithstanding anything Contract or Excluded Real Property Lease, as applicable) by providing to the contrary herein, Seller shall not be obligated Sellers written notice of their election to assume and assign any exclude such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs contract or to satisfy the Bankruptcy Court as to adequate assurance of future performancelease. (c) Except as If a counterparty to a contract or lease set forth on the Assumed Contracts assigned pursuant Schedule timely objects to Section 365 the assumption or assignment or the amount of the Cure Costs payable with respect to such contract or lease, as applicable, Sellers shall request that the Bankruptcy Code, this Agreement shall not constitute Court hear and determine such objection on an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”), would constitute a breach or in any way adversely affect the rights of Buyer or Seller thereunderexpedited basis. If such Transfer Consent is objection has not obtained or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, been resolved prior to the extent permitted and subject to any approval Closing (whether by an order of the Bankruptcy Court that or by agreement with the contract or lease counterparty), Buyer may be requiredelect, Seller in its sole and absolute discretion, one of the following options: (i) treat such contract as an Excluded Contract or Excluded Real Property Lease, as applicable, or (ii) if such Assumed Contract or Assumed Real Property Lease is a Required Contract or Lease, defer the Closing to such later date as Buyer will reasonably cooperate in and the Sellers mutually agree for the resolution of such objection (by order of the Bankruptcy Court or by agreement of Buyer and the contract or lease counterparty), or (iii) temporarily treat the contract or lease as an Excluded Contract or Excluded Real Property Lease, as applicable (a mutually agreeable arrangement “Designated Agreement”), proceed to Closing with respect to all other Purchased Assets, and determine whether to treat the Designated Agreement as an Assumed Contract or Assumed Real Property Lease, as applicable, or an Excluded Contract or Excluded Real Property Lease, as applicable, within five Business Days after resolution of such objection (at Buyer’s sole cost whether by an order of the Bankruptcy Court or by agreement of Buyer and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreementcontract or lease counterparty). (d) At Without the prior written consent of Buyer, prior to Closing, (i) Seller shallSellers shall not assume, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assignreject, or cause alter any contract, lease or other agreement unless otherwise agreed to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreementwriting by Buyer. (e) To Notwithstanding anything herein to the extent contrary, if Sellers or Buyer identify during the pendency of the Bankruptcy Cases any lease or contract that is not on the Assumed Contracts Schedule or Excluded Contracts Schedule, and such contract or lease has not been rejected by Sellers, Buyer makes a valid designation with respect may in its sole and absolute discretion elect by written notice to any Contract pursuant Sellers to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party treat such contract or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract lease as an Assumed Contract or an Excluded ContractAssumed Real Property Lease, as applicableand Sellers shall seek to assume and assign such Assumed Contract or Assumed Real Property Lease (subject to any applicable notice requirements under the Bidding Procedures Order or the Sale Order. For the avoidance of doubt, then in the Parties acknowledge and agree event that there will be no reduction in, Sellers identify any lease or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of contract not on the Assumed LiabilitiesContracts Schedule or Excluded Contracts Schedule in accordance with this Section 2.05(e), Purchased Assets and/or Excluded ContractsSellers shall promptly provide written notice to Buyer with respect to such lease or contract. The covenants set forth in this Section 2.05(e) shall survive Closing.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on To the Closing Date, together with maximum extent permitted by the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assignedBankruptcy Code, the Assumed Contracts and Intellectual Property Rights shall be assumed by Seller and assigned to Buyer so long as Buyer pays all Cure Costs associated with Purchaser at the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract Closing pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section Sections 105, 363 and/or 365 of the Bankruptcy Code. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)party, would constitute a breach or in any way adversely affect the rights of Buyer Purchaser or Seller thereunder. If such Transfer Consent is not obtained or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (db) At Closing, (i) Seller shall, pursuant If required by applicable law or the terms thereof to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to validly assign any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded ContractIntellectual Property Right without breach or violation thereof, as applicable, then Seller agrees to use commercially reasonable efforts to obtain the Parties acknowledge and agree that there will be no reduction in, consent of each other party to any such Assumed Contract or increase to, Intellectual Property Right prior to the Purchase Price as a result of such designation or change in designationClosing; provided, however, that no modification of any such designation may increase Assumed Contract or decrease (as applicable) Intellectual Property Right shall be made without Purchaser's prior written consent and the extent form of the consent to assignment shall be subject to the prior written approval of Purchaser (which shall not be withheld unreasonably). (c) If there are any Required Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Assumed LiabilitiesContract or Intellectual Property Right as to which such Required Consent was not obtained (or otherwise are not in full force and effect) (each, a "Restricted Purchased Assets and/or Excluded ContractsAsset"), Purchaser may, but shall not be required to, waive the closing conditions as to any such Required Consent and either: (i) elect to have Seller continue to use its commercially reasonable efforts to obtain the Required Consent; or (ii) elect to have Seller retain that Restricted Purchased Asset and all liabilities arising therefrom or relating thereto (without any adjustment to the Purchase Price). If Purchaser elects to have Seller continue its commercially reasonable efforts to obtain any Required Consent and the Closing occurs, notwithstanding this Agreement, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the transactions contemplated by this Agreement shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of any Restricted Purchased Asset, and following the Closing, the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain the Required Consent relating to each Restricted Purchased Asset as quickly as practicable; provided, however, that the payment of money by Purchaser shall not be required in connection therewith. Prior to the obtaining of such Required Consents, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of any and all Restricted Purchased Asset for their respective terms (or any right or benefit arising thereunder, including the enforcement for the benefit of Purchaser of any and all rights of Seller against a third party thereunder). When a Required Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Purchased Asset is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Purchased Asset to Purchaser, and Purchaser shall assume the obligations under such Restricted Purchased Asset assigned to Purchaser from and after the date of assignment to Purchaser pursuant to an assignment and assumption agreement substantially similar in terms and conditions set forth in the Assignment and Assumption Agreement (which agreement the Parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Purchaser).

Assignment of Contracts and Rights. (a) Schedule 2.05(aTo the extent that any Assigned Contract to be sold, transferred, conveyed or assigned (any such sale, transfer, conveyance or assignment, a “Transfer”) sets forth to the Purchaser or its designated Affiliate pursuant to the terms of Section 2.01(a) is not capable of being Transferred to the Purchaser (after giving effect to the Sale Orders) without the Consent of a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for third Person (each such Assumed Contract as reasonably estimated Assigned Contract, a “Consent Pending Contract”), or if such Transfer or attempted Transfer would, or if the subsequent Transfer or attempted Transfer of the equity interests of the Purchaser would, constitute a breach thereof or a violation of any Law, nothing in good faith by Seller. At this Agreement or in any time document, agreement or instrument delivered pursuant to this Agreement will constitute a Transfer or an attempted Transfer thereof prior to the date that time at which all Consents necessary for such Transfer will have been obtained unless in respect of Assigned Contracts, an Order of the a Bankruptcy Court is twenty-one (21) days prior sufficient to effect such Transfer without Consent, and such Order has been entered, has become a Final Order and is in form and substance satisfactory to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded ContractsPurchaser. (b) Seller shall use its reasonable best efforts to assign, or cause to be assignedAt the written direction of the Purchaser, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption Sellers shall hold and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned reject pursuant to Section 365 of the Bankruptcy Code, this Agreement shall not constitute an agreement or disclaim pursuant to assign the CCAA (if applicable), any Purchased Asset or any right thereunder if an attempted assignmentConsent Pending Contracts for a period of sixty (60) days following the Closing Date (the “Contract Retention Period”) and, without the consent of a third party or Governmental Authority after receiving further written notice(s) (each, a an “Transfer ConsentAssumption Notice”) from the Purchaser during the Contract Retention Period requesting assumption and assignment of any Consent Pending Contract, the Sellers shall, subject to the demonstration or showing by the Purchaser of adequate assurance of future performance thereunder (if applicable), would constitute a breach or in any way adversely affect use commercially reasonable efforts to (A) assume and assign to the rights of Buyer or Seller thereunder. If such Transfer Consent is not obtained or such assignment is not attainable Purchaser pursuant to Section 365 of the Bankruptcy CodeCode such Consent Pending Contract, and (B) obtain all necessary Consents to assign to the extent permitted Purchaser such Consent Pending Contract (including in respect of Assigned Contracts that are Canadian Contracts), provided that in each case any applicable Determined Cure Costs shall be satisfied in accordance with Section 2.06 hereof. The Sellers agree and subject acknowledge that the covenant set forth in this Section 2.11(b) shall survive the Closing; provided, that, with respect to any approval Consent Pending Contract, the Purchaser shall compensate the Sellers for Liabilities directly attributable to the continuation of such Consent Pending Contract during the Contract Retention Period up to and including the date NYDOCS03/882968.12 that a Final Order rejecting or disclaiming (if applicable) such Consent Pending Contract is entered, it being understood and agreed that the Sellers’ obligation to assume and assign any Consent Pending Contract, and pursue any Consent to assign such Consent Pending Contract to the Purchaser, shall be conditioned upon the Purchaser’s payment of such amounts, if any, and that the Purchaser’s covenant to pay such amounts shall survive the Closing until the termination of the Contract Retention Period. Notwithstanding anything in this Agreement to the contrary, on the date any Consent Pending Contract is assumed and assigned to the Purchaser, and, as necessary, otherwise assigned to the Purchaser under applicable Canadian Law, pursuant to this Section 2.11(b), such Consent Pending Contract shall be deemed an Assigned Contract and deemed scheduled in Section 3.13(a) of the Sellers’ Disclosure Schedule under the appropriate heading for all purposes under this Agreement. The Sellers shall have the right at any time following the expiration of the Contract Retention Period to reject any Consent Pending Contracts pursuant to Section 365 of the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under Code or disclaim any Consent Pending Contracts which Buyer would obtain are Canadian Contracts pursuant to the benefits and assume the obligations thereunder in accordance with this AgreementCCAA. (dc) At ClosingThe Sellers shall, in respect of each Consent Pending Contract: (i) Seller shall, pursuant enforce any rights of the Sellers arising from such Consent Pending Contract against any non-Debtor counterparty thereto; (ii) at no time use any such Consent Pending Contract for its own purposes or assign or provide the benefit of such Consent Pending Contract to any other Person; (iii) hold in trust for the benefit of the Purchaser and pay over to the Sale Order Purchaser, all monies collected by or paid to the Sellers in respect of such Consent Pending Contract; and (iv) take all such actions and the Assignment and Assumption Agreement, assume and assigndo, or cause to be assigneddone, to Buyer each all such things at the request of the Assumed Purchaser as shall reasonably be necessary in order that the value and benefits of the Consent Pending Contracts that is capable of being assumed shall be preserved and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant enure to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent benefit of the Assumed Liabilities, Purchased Assets and/or Excluded ContractsPurchaser.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior Notwithstanding anything herein to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codecontrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right rights thereunder if (a) an attempted assignment, without the consent of a third party or Governmental Authority (each, a an “Transfer Assignment Consent”), would constitute a breach or in any way adversely affect the rights of Buyer the Buyer, the Seller or any Selling Subsidiary thereunder, and (b) the Seller thereunderhas failed to obtain such Assignment Consent, despite commercially reasonable efforts to do so (each such Purchased Asset or right, a “Non-Assignable Asset”). If such Transfer Consent is not obtained or such assignment is not attainable pursuant For a period of up to Section 365 of twelve (12) months after the Bankruptcy CodeClosing, the Seller shall continue to use its commercially reasonable efforts to obtain all Assignment Consents necessary to transfer all Non-Assignable Assets as soon as practicable, and to the extent permitted that and subject to any approval of as long as an Assignment Consent cannot be obtained, the Bankruptcy Court Seller or the Selling Subsidiary, as applicable, will retain the relevant Non-Assignable Asset and all associated Liabilities; provided, that may be requiredthe Seller, Seller the Selling Subsidiaries and the Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost otherwise behave and expense) under which Buyer would obtain treat each other as if the benefits and assume transfer or assignment had effectively taken place on the obligations thereunder in accordance with this Agreement. (d) At ClosingClosing Date. In particular, (i) the Seller shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause Selling Subsidiaries will follow the Buyer's reasonable instructions regarding the exercise of any rights with respect to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase PriceNon-Assignable Asset, (ii) the Buyer shall pay promptly indemnify the Seller and the Selling Subsidiaries against any and all Cure Costs Liabilities associated with each Non-Assignable Asset, (iii) the Seller and the Selling Subsidiaries shall apply the standard of care of a prudent businessman with respect to each Non-Assignable Asset, (iv) the Buyer shall use its commercially reasonable efforts to assist the Seller and the Selling Subsidiaries in connection with performance of any obligations arising from each Non-Assignable Asset if such assumption and assignmentassistance is requested by the Seller or the Selling Subsidiaries, and (iiiv) Buyer the Seller and the Selling Subsidiaries shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant pass on to the Sale Order and the Assignment and Assumption AgreementBuyer all net benefits arising from each Non-Assignable Asset. (eb) To the extent that Buyer makes a valid designation with respect to any Contract pursuant Subject to Section 2.05(a1.7(a), the applicable exhibits Parties recognize and schedules acknowledge that certain Business Contracts relate to this Agreement both the supply of raw materials and supplies to the Business and the supply of raw materials and supplies to other businesses of the Seller and its Affiliates. The Seller will be deemed use its commercially reasonable efforts to have automatically been updated (without action amend any such Business Contract to delineate the rights and obligations related to the Business and to provide for assignment of those rights to the Buyer or, in the event that the Seller is unable to amend any Party or Person) such Business Contract prior to reflect the Closing, the Seller shall assign such designation. If Business Contract to Holdco at Closing and then Holdco shall, and the Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase shall cause Holdco to, use commercially reasonable efforts to make the Purchase Price as a result components of such designation or change in designation; provided, however, Business Contract that are not related to the Business available to the Seller and its Affiliates following the Closing for the duration of such designation may increase or decrease Business Contract (as applicable) the extent including any extensions of the Assumed Liabilities, Purchased Assets and/or Excluded Contractsterm thereof).

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Anything in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codenotwithstanding, this Agreement shall not constitute an agreement to assign or otherwise sell, convey or transfer any Purchased Transferred Asset (or any Managed Transponder Contract Asset), or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)party, would constitute a breach of, or other contravention under, any agreement to which any Seller Company is a party, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller Company or Buyer Company thereunder. With respect to any Transferred Asset (or Managed Transponder Transferred Asset) that is a Contract requiring the consent of one or more parties thereto to transfer such contract or any claim, right or benefit arising thereunder or resulting therefrom to Buyers, promptly after the date hereof, the Parties will use reasonable commercial efforts to obtain the written consent of the other parties to any such Contract for the assignment thereof to Buyers, or written confirmation from such parties reasonably satisfactory in form and substance to the applicable Seller thereunderCompany and Buyers confirming that such consent is not required. Notwithstanding the foregoing provisions of this Section 2.05(a), nothing herein shall require the parties hereto to obtain the consent of the other parties to any Contract relating to commercial “off-the-shelf” software licenses with an original acquisition cost to Sellers of less than $25,000 (“Small COTS License”). If such Transfer Consent consent is not obtained or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, to the extent permitted and subject with respect to any approval such Contract, other than a Small COTS License, or if an attempted assignment thereof would be ineffective or would adversely affect the right of any Seller Company or Buyer Company thereunder (including the Bankruptcy Court that may be requiredamount chargeable by Buyer to MTC under the MTC Contract other than as a result of MTC holding assets other than the Managed Transponder Contract Assets), Seller then, as among the Parties, Sellers and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer or such Buyer Company would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer or Buyer Companies, subject to Applicable Law and the terms of such Contract, the claims, rights and benefits of the applicable Seller Company with Buyer or Buyer Companies assuming the obligations under such Contract in accordance with this Agreement, and the applicable Seller Company will enforce at the request of and for the benefit of Buyer or Buyer Companies, with Buyer or Buyer Companies assuming such Seller Company’s obligations, any and all claims, rights and benefits of such Seller Company against any third party thereto arising from any such Contract (including the right to elect to terminate such Contract in accordance with the terms thereof upon the request of Buyer). To the extent any such consent is not received prior to the Closing, the Parties will cooperate to obtain such consent or enter into an arrangement with respect thereto as soon as reasonably practical after the Closing. (db) At From and after Closing, (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, Companies will promptly pay to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded ContractMTC, as applicable, then the Parties acknowledge and agree that there will be no reduction inwhen received, without right of deduction, counterclaim, or increase toset-off (except as provided below), the Purchase Price all monies received by Seller Companies under any Transferred Asset, any Managed Transponder Contract Asset or any claim, right or benefit arising thereunder not transferred as a result of such designation or change in designationthe provisions of this Section 2.05; provided, however, that such designation Seller Companies may increase set off any amounts payable under this Section 2.05(b) against any amounts Buyer Companies are required to pay to third parties as a result of Buyer Companies’ or decrease the respective Affiliates’ failure to obtain the release contemplated by Section 2.05(c) below. (as applicablec) Buyer shall cooperate with and provide reasonable assistance to Sellers in order to obtain the extent unconditional release of the Assumed LiabilitiesSeller Companies and their respective Affiliates from any and all obligations or liabilities under or in respect of any Contract, Purchased Assets and/or Excluded Contractslease relating to any Leased Facility or Government Bid constituting a Transferred Asset.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on Other than the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing DateAcquired Contracts, Buyer mayassumes no rights or responsibilities for any contracts, by written notice to the Companyagreements, designate in writing commitments, obligations, liabilities or any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts other duties of Seller which do not constitute Assumed Contracts except as specifically set forth in Schedule 3.1(d) or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contractelsewhere in this agreement. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to in this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy CodeAgreement, this Agreement shall not constitute an agreement to assign any Purchased Asset Governmental Authorization or any instrument, contract, lease, permit or other arrangement included among the Acquired Assets or Acquired Contracts, or any claim or right or any benefit arising thereunder or resulting therefrom, if an attempted assignmentassignment or transfer thereof, without the consent of a necessary third party or Governmental Authority (each, a “Transfer Consent”)party, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer thereunder; any assignment or transfer which requires such a consent shall be made subject to such consent being obtained. Seller thereunder. If such Transfer Consent shall use its best efforts at all times (before and after Closing, as applicable) to obtain required consents to assignment of the Acquired Contracts; and if a consent is not obtained obtained, or such if an assignment is not attainable pursuant thereof would be ineffective as to Section 365 of the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be requiredBuyer, Seller and Buyer will reasonably cooperate in a mutually agreeable enter into an arrangement (at Buyer’s sole cost and expense) acceptable to Buyer under which Buyer would will obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, (i) Seller shallwhether by subcontract, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, sub-license or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignmentsublease, and (iii) Buyer shall assume and perform and discharge by which Seller would enforce such rights and/or agreements for the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) benefit of Buyer. To the extent such an arrangement is effected, Seller shall promptly pay to Buyer all monies received by Seller under any Acquired Assets or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Seller acknowledges that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules assignment of certain Acquired Contracts is material to this Agreement will agreement. Nothing herein shall be deemed or construed to have automatically been updated (without action cure or excuse any breach by Seller or Buyer of any Party or Person) to reflect such designation. If Buyer exercises of its representations, warranties and covenants in this Agreement, and the rights and remedies under this Section 2.3 shall be in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase addition to, the Purchase Price as a result and not in lieu of, any other such rights or remedies provided for under this Agreement or by operation of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contractslaw.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Anything in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything any other Acquisition Document to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codenotwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignmentassignment thereof, without the consent of a third party thereto or Governmental Authority (each, a “Transfer Consent”)the receipt of any Government Approvals or the satisfaction of any other requirement thereof, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer, Seller or any of Seller’s Subsidiaries thereunder. Seller and Buyer will use commercially reasonable efforts (but without any payment of money by Seller or Buyer except as provided in Section 5.07) to obtain the consent of the other parties to any such Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may reasonably request; provided, however, that Seller thereundershall have no obligation to assign or transfer Contracts, including any licenses of Intellectual Property or any licenses granted by Seller in connection with the sale, distribution and license of Products in the ordinary course of business, that are not Assumed Contracts. If such Transfer Consent consent or Government Approval is not obtained obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such assignment is not attainable pursuant to Section 365 of rights, for the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be requiredAssumed Contracts set forth on Schedule 2.06, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost to discuss and expense) determine feasible arrangements under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, (i) Seller shall, pursuant Agreement to the Sale Order and the Assignment and Assumption Agreementextent of Seller’s rights thereunder, assume and assignincluding potential sub-contracting, sub-licensing, or cause to be assigned, sub-leasing to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation but no more extensive than Seller’s existing rights with respect to any Contract pursuant to Section 2.05(athe Business), or under which Seller would enforce for the applicable exhibits benefit of Buyer, with Buyer assuming Seller’s obligations, any and schedules to this Agreement will be deemed to have automatically been updated (without action all rights of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate Seller against a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contractsthird party thereto.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list 4.1 Seller agrees to assign or cause to be assigned to the Purchaser as of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with all of the applicable Cure Costsrights of the Seller under the Contracts that are assignable without license, if anyconsent, for each such Assumed Contract agreement, approval or waiver of any third party or as reasonably estimated in good faith by Seller. At any time prior to which consent has been obtained and, without prejudice to Article 4.6, the date that is twenty-one (21) days prior to Purchaser shall assume all obligations of the Seller thereunder which will arise after the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, this 4.2 This Agreement shall not constitute an agreement to assign any Purchased Asset Asset, Contract, or any claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignmentassignment thereof, without the consent license, consent, agreement, approval or waiver of a third party or Governmental Authority (each, a “Transfer Consent”)party, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer the Purchaser thereunder and such consent cannot be obtained by the Seller. 4.3 If any licenses, consents, agreements, approvals or waivers from third parties are required for the transfer, assignment or novation to or in favour of the Purchaser of any Contracts under this Agreement, the Seller thereunder. shall use its best efforts (but without requiring any payment of money by the Purchaser) to obtain such licenses, consents, agreements, approvals or waivers from the other parties or claim any right or any benefit arising thereunder for the assignment thereof to the Purchaser as the Purchaser may request. 4.4 If such Transfer Consent license, consent, agreement, approval or waiver is not obtained obtained, or such if an attempted assignment is not attainable pursuant to Section 365 thereof would be ineffective or would adversely affect the rights of the Bankruptcy Code, Seller thereunder so that Purchaser would not in fact receive or otherwise be entitled to the extent permitted and subject to any approval full benefit of all such rights, the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable (i) shall enter into such arrangement (with the Purchaser at Buyer’s sole cost and expense) the Purchaser's direction under which Buyer would the Purchaser will obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, (i) or under which the Seller shallwould exercise for the benefit of the Purchaser, pursuant with the Purchaser assuming Seller's obligations, any and all rights of the Seller against a third party thereto in accordance with the applicable PRC laws and regulations. The Seller shall promptly pay to the Sale Order and Purchaser when received all monies received by the Assignment and Assumption AgreementSeller under any Purchased Asset, assume and assignContracts, or any claim, right or any benefit arising thereunder; or (ii) shall exercise or cause to be assignedexercised, to Buyer each at the Purchaser's direction, any rights of the Assumed Seller arising from such Contracts that is capable against the other party(ies) thereto, including the right to elect to terminate any such Contracts in accordance with the terms thereunder upon the request of being assumed the Purchaser. 4.5 The foregoing provisions do not affect Purchaser's rights and assigned and remedies against the consideration Seller in respect of a Contract which has been warranted to be assignable, or may be performed by Purchaser instead of the Seller without any novation or transfer agreement. 4.6 Except as otherwise expressly contained herein, nothing in this Agreement: 4.6.1 shall require the Purchaser to perform any obligation falling due for performance or which is included should have been performed before the Closing Date; 4.6.2 shall make the Purchaser liable for any act, neglect, default or omission in respect of any Contracts or for any claim, expense, loss or damage arising from any failure to obtain the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant consent or agreement of any third party to the Sale Order and entry into of this Agreement or from any breach of any of the Assignment and Assumption AgreementContracts caused by this Agreement or its Closing; or 4.6.3 shall impose any obligation on the Purchaser for or in respect of any goods supplied by the Seller or any service performed by the Seller. (e) To 4.7 The Seller shall indemnify the extent that Buyer makes a valid designation with Purchaser against all actions, proceedings, costs, damages, claims and demands in respect of: 4.7.1 any act or omission on the part of the Seller in relation to the Contracts; or 4.7.2 any Contract pursuant to Section 2.05(a)alleged fault, the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action defect or error of any Party kind arising from goods supplied, services provided by the Seller or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then otherwise arising from the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent operation of the Assumed Liabilities, Purchased Assets and/or Excluded ContractsHSR Business prior to the Closing Date.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Notwithstanding anything in good faith by Seller. At any time prior this Agreement to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms ofcontrary, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, this Agreement shall not constitute an agreement to assign Transfer any Purchased Asset Assigned Contract or any other Contract to which a Seller is a party or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignmentand for so long as such Transfer, without the approval, consent or waiver of a third party or Governmental Authority (each, a “Transfer Consent”)party, would constitute a breach or other contravention of such Assigned Contract or other Contract or in any way adversely affect the rights of Buyer or Seller Purchaser thereunder. If such Transfer Consent approval, consent or waiver is not obtained obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Purchaser thereunder so that Purchaser would not in fact receive all such assignment is not attainable pursuant to Section 365 of the Bankruptcy Coderights, to the extent permitted Purchaser and subject to any approval of the Bankruptcy Court that may be required, such Seller and Buyer will reasonably cooperate in implementing a mutually agreeable arrangement (designed to provide Purchaser with the benefits and the responsibility to perform and discharge the Liabilities thereunder, and under which such Seller would enforce for the benefit of Purchaser, at BuyerPurchaser’s sole cost and expense, with Purchaser being responsible for the performance and discharge of such Sellers’ Liabilities, any and all rights of such Seller against a third party. The Sellers will not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such approval, consent or waiver. The Sellers will promptly pay to Purchaser all monies received by any Seller or its Affiliates from and after the Closing under any Assigned Contract or any Contract to which Buyer would any Seller is a party (less the costs and expenses incurred by such Seller in connection with the receipt of such monies), and the Sellers and Purchaser will continue to cooperate and use all commercially reasonable efforts to obtain the benefits such approval, consent or waiver and assume the obligations thereunder to provide Purchaser with all such rights in accordance with this Agreement. (d) At Closing, (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption . Except as otherwise provided in this Agreement, assume and assignnothing in this Section 1.03 will affect Purchaser’s other rights under this Agreement or affect the conditions to Purchaser’s obligation to close the transactions contemplated by this Agreement as set forth in Section 10.02. The provisions of this Section 1.03 will not limit, modify or cause to be assigned, to Buyer each otherwise affect any representation or warranty of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities Sellers under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption this Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contracts.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Anything in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codenotwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset Contract or claim or right or any right thereunder benefit arising under or resulting from such Contract if an attempted assignmentassignment thereof, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer or Seller thereunder. The parties acknowledge and agree that the Contracts listed on Schedule 2.10 (the “Contracts Requiring Consent”) require the consent from parties to, or whose consent is otherwise required to assign, any Purchased Contracts. Seller shall use reasonable best efforts to obtain on behalf of Buyer the consents to any Contracts Requiring Consent and shall, upon Buyer’s request from time to time, inform Buyer as to the status of consents for the Contracts Requiring Consent. If any such Transfer Consent consent is not obtained or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, prior to the extent permitted and subject to any approval Closing Date, until such consent is obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of the Bankruptcy Court Seller thereunder so that may be requiredBuyer would not in fact receive all rights under such Purchased Contract, Seller and Buyer will reasonably cooperate in a mutually agreeable an arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, including subcontracting, sub-licensing, or subleasing to Buyer, or under which Seller would enforce, at Seller’s expense, for the benefit of Buyer, with Buyer assuming at Seller’s expense Seller’s obligations, any and all rights of Seller against a third party thereto. Seller will promptly pay to Buyer, when received, all monies received by Seller under any Purchased Contract, and Buyer shall pay, defend, discharge and perform all Assumed Liabilities under such Purchased Contracts. This Section 2.10 shall not apply, and shall have no force or effect, for purposes of (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption any representations or warranties set forth in this Agreement, assume and assign, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs any of the conditions set forth in connection with such assumption and assignmentSection 6.1 or 6.2 (including Section 6.2(g)), and or (iii) any right of a Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant Indemnitee to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract indemnification pursuant to Section 2.05(a)7.2 (it being understood, the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action for purposes of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, howeverclarity, that such designation may increase or decrease (as applicable) the extent any breach of the Assumed Liabilities, Purchased Assets and/or Excluded Contractsobligations of the Seller under this Section 2.10 shall be indemnifiable under Article VII hereof).

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and Notwithstanding anything in this Agreement that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior may be deemed to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codecontrary, this Agreement shall not constitute an agreement to assign any Purchased Asset Shared Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted such assignment, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)thereto, would constitute a breach or other contravention of such Shared Contract or in any way adversely affect the rights of Buyer Seller, any Company or Seller any of their respective Affiliates thereunder. If such Transfer Consent consent is not obtained or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be requiredobtained, Seller and Buyer will reasonably will, until the first anniversary of the Closing Date, cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. , including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations, any and all rights of Seller against a third party thereto, and during such period, Seller shall not amend, modify or waive any Shared Contract in any manner that would, by its terms, have a materially and disproportionately adverse impact on the Companies relative to the impact on Seller and its Affiliates (dother than the Companies) At Closingwithout obtaining the prior written consent of Buyer. In connection with any Shared Contract that is (x) assigned, in whole or in part, to Buyer, any Company or any of their respective Subsidiaries, or (y) sub-contracted, sub-licensed or sub-leased or under which Seller or any of its Affiliates otherwise passes along any benefits thereunder, in each case whether in whole or in part, to Buyer, any Company or any of their respective Subsidiaries, (i) Seller shallBuyer hereby agrees to perform, pursuant and to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assignedperformed, to Buyer each all of the Assumed Contracts that is capable Company’s or Subsidiary’s (as applicable) obligations thereunder (the “Buyer Shared Contract Obligations”) and Seller hereby agrees to perform, and to cause to be performed, all of being assumed its and assigned and its Affiliates’ obligations thereunder (the consideration for which is included in the Purchase Price“Seller Shared Contract Obligations”), (ii) Buyer shall pay promptly all Cure Costs indemnify Seller and its Affiliates, and otherwise hold them harmless from, any Damages arising from its failure to perform any of the Buyer Shared Contract Obligations and (iii) Seller shall indemnify Buyer and its Affiliates, and otherwise hold them harmless from, any Damages arising from any failure to perform any of the Seller Shared Contract Obligations. Any amounts payable under a Shared Contract that are not directly attributable to either Seller and its respective Affiliates (other than the Companies), on the one hand, or the Companies, on the other, will be allocated among them on a fair and equitable basis consistent with the applicable practices prior to the Closing. (b) Notwithstanding anything in connection with this Agreement that may be deemed to the contrary, (i) neither Seller, Buyer nor any of their respective Affiliates or Subsidiaries shall be required to expend money, incur any liability, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such assumption and assignmentconsent to assign a Shared Contract, (ii) the assignment of any Shared Contract shall not be a condition to the obligation of the parties hereto to consummate this Agreement, the other Transaction Agreements or the transactions contemplated hereby or thereby, and (iii) in no event shall Buyer be entitled to assert that a breach of this ‎Section 5.11 shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant have given rise to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent failure of the Assumed Liabilities, Purchased Assets and/or Excluded Contractscondition set forth in ‎Section 8.01(b)(ii).

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth 2.3.1 attached hereto is a list of all Assumed Contracts to which contracts of Seller is party that Buyer, in its sole discretion, shall have designated for assumption by a Seller and that Buyer intends to have Seller assume and assign assignment to Buyer at Closing. Prior to conclusion of the Sale Approval Hearing, Buyer shall have the right, in its sole discretion, to delete contracts from Schedule 2. 3.1. Each contract on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior final version of Schedule 2.3.1 is referred to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated herein as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with “Assigned Contract.” At the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”), would constitute a breach or in any way adversely affect the rights of Buyer or Seller thereunder. If such Transfer Consent is not obtained or such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, : (i) Seller Sellers shall, pursuant to the Sale Approval Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, assign to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, Assigned Contracts; (ii) Buyer shall pay promptly all Cure Costs Amounts in connection with such assumption and assignment, respect of each of the Assigned Contracts that have been allowed by Final Order of the Bankruptcy Court prior to the Closing Date; and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that the required Cure Amount for any Assigned Contract has not been (x) allowed by Final Order of the Bankruptcy Court prior to the Closing Date or (y) otherwise agreed to by Buyer makes and such Assigned Contract counterparty, the maximum Cure Amount claimed by each respective Assigned Contract counterparty or the lesser amount, if any, to which the Bankruptcy Court, by Final Order, has limited the Cure Amount which may subsequently be allowed to such Assigned Contract counterparty (a valid designation with respect to any Contract pursuant to Section 2.05(a“Disputed Cure Amount”), shall be paid by Buyer into an escrow account with an escrow agent (the applicable exhibits fees of which shall be paid by Buyer), to be agreed upon by the Buyer and schedules Sellers (collectively, the “Cure Escrow”), and the allowed amount of all Disputed Cure Amounts shall be paid by the escrow agent from the Cure Escrow when and to this Agreement will be deemed to have automatically been updated (without action the extent each such Disputed Cure Amount is allowed by Final Order of the Bankruptcy Court; provided that in the event any Party or Person) to reflect such designation. If Buyer exercises its rights amounts remain in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contractthe Cure Escrow after the final resolution and payment of the disputed cure amounts that constituted Disputed Cure Amounts, as applicablepromptly as practicable, then and in any event with two (2) Business Days after the Parties acknowledge final resolution thereof, such amounts shall be distributed automatically to Buyer, together with any interest or investment income thereon. Buyer shall cooperate in all reasonable respects in connection with proceedings to obtain an Order of the Bankruptcy Court to assign the Assigned Contracts to Buyer and agree that there will be no reduction inotherwise gain approval for the transactions contemplated by this Agreement, or increase to, the Purchase Price as a result including reasonable efforts to demonstrate “adequate assurance of Buyer’s future performance” of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) Assigned Contracts to the full extent of required for assignment thereof required by the Assumed Liabilities, Purchased Assets and/or Excluded ContractsBankruptcy Code.

Assignment of Contracts and Rights. ASSIGNMENT OF LEASES; ASSIGNMENT OF CERTAIN OTHER EXECUTORY CONTRACTS The Purchased Assets (aincluding the Assumed Real Property Leases and the Assumed Contracts) Schedule 2.05(a) sets forth a list will be sold, assigned to, transferred to and assumed by Buyer pursuant to the Receivership Order and Sections 363, 365 and other applicable provisions of the U.S. Bankruptcy Code as of the Closing. The Receiver shall use commercially reasonable efforts, and Buyer shall cooperate with the Receiver, including by providing the information described in Section 9.4(f), to obtain any required consents of any third party or court approvals required for the assignment of any Assumed Real Property Lease, Assumed Contract or other Purchased Asset. Buyer shall pay all Assumed Contracts to which Seller is party costs and expenses incurred by the Receiver in obtaining such consents, provided that Buyer intends to have Seller assume approves of such costs and assign to Buyer on the Closing Dateexpenses in advance, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer approval shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts unreasonably withheld. With the prior written consent of the Receiver, Buyer may have direct communications with any such third parties for the sole purpose of seeking to assign, obtain any such consent(s). To the extent the Receiver is unable to obtain any required consent or cause to be assignedcourt approvals for the assignment of any Assumed Real Property Lease(s), the Assumed Contracts Receiver may take such other action as it deems appropriate, including, without limitation, pursuant to Buyer so long as Buyer pays all Cure Costs associated with the assumption and U.S. Bankruptcy Code, to effect an assignment of such Assumed ContractsReal Property Lease(s) to Buyer. If Buyer does not pay all Cure Costs associated with the assignment and assumption Except as otherwise provided in Section 2.6, but notwithstanding any other provision of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything this Agreement (other than Section 2.6) to the contrary hereincontrary, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of a third party is required as to the assignment of any particular Executory Contract or Governmental Authority other asset intended to be a Purchased Asset (each, a “Transfer Consent”or any right thereunder), would constitute a breach or in any way adversely affect the rights of Buyer or Seller thereunder. If other than an Assumed Real Property Lease, and such Transfer Consent consent is not obtained or such assignment is not attainable over the objection of that party pursuant to applicable Law (including, without limitation, the CCAA, s. 47 of the Bankruptcy and Insolvency Act (Canada), s. 39 of the Law and Equity Act (British Columbia) and Section 105, 363 or 365 of the U.S. Bankruptcy Code), then such Executory Contract or other asset shall not be a Purchased Asset and shall not be transferred hereunder, but the Closing shall proceed, without adjustment to the extent permitted and subject to any approval of the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designationremaining Purchased Assets; provided, however, that if such designation may increase or decrease (Executory Contract that is not transferred is an Assumed Real Property Lease, then the Purchase Price payable to the Receiver shall be reduced dollar for dollar by the amount allocated to the Casino to which such Assumed Real Property Lease relates as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contractsset forth on Schedule 2.6(b).

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Anything in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codenotwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignmentassignment thereof, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer or Seller thereunder. Seller and Buyer will make a good faith effort (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Acquired Asset or any claim or right of any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such Transfer Consent consent is not obtained obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such assignment is not attainable pursuant to Section 365 of the Bankruptcy Code, to the extent permitted and subject to any approval of the Bankruptcy Court that may be requiredrights, Seller and Buyer will reasonably cooperate in a mutually agreeable arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Acquired Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer and Seller, negotiate in good faith an adjustment in the consideration paid by Buyer for the Acquired Assets. (db) At Closing, (i) Seller shall, pursuant Prior to the Sale Order and Closing Date, Buyer shall have the Assignment and Assumption Agreementright, assume and assign, or cause to be assignedin its sole discretion, to Buyer each notify Seller of any of the Assumed Contracts that is capable leases, contracts or commitments listed on Schedule 1.1(c) hereto which it does not wish to assume. Such notice (the "Non-Assumption Notice") shall be in writing, and shall be delivered to Seller prior to the Closing Date. The leases, contracts and commitments listed in any Non-Assumption Notice shall be retained by Seller (and any and all liabilities thereunder shall constitute "Retained Liabilities" for the purposes of being assumed this Agreement) and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such have no liability to Seller arising out of based upon or resulting from the non-assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; providedleases, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contractscontracts and commitments.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list 4.1 Seller agrees to assign or cause to be assigned to the Purchaser as of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with all of the applicable Cure Costsrights of the Seller under the Contracts that are assignable without license, if anyconsent, for each such Assumed Contract agreement, approval or waiver of any third party or as reasonably estimated in good faith by Seller. At any time prior to which consent has been obtained and, without prejudice to Article 4.6, the date that is twenty-one (21) days prior to Purchaser shall assume all obligations of the Seller thereunder which will arise after the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Code, this 4.2 This Agreement shall not constitute an agreement to assign any Purchased Asset Asset, Contract, or any claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignmentassignment thereof, without the consent license, consent, agreement, approval or waiver of a third party or Governmental Authority (each, a “Transfer Consent”)party, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer the Purchaser thereunder and such consent cannot be obtained by the Seller. 4.3 If any licenses, consents, agreements, approvals or waivers from third parties are required for the transfer, assignment or novation to or in favour of the Purchaser of any Contracts under this Agreement, the Seller thereunder. shall use its best efforts (but without requiring any payment of money by the Purchaser) to obtain such licenses, consents, agreements, approvals or waivers from the other parties or claim any right or any benefit arising thereunder for the assignment thereof to the Purchaser as the Purchaser may request. 4.4 If such Transfer Consent license, consent, agreement, approval or waiver is not obtained obtained, or such if an attempted assignment is not attainable pursuant to Section 365 thereof would be ineffective or would adversely affect the rights of the Bankruptcy Code, Seller thereunder so that Purchaser would not in fact receive or otherwise be entitled to the extent permitted and subject to any approval full benefit of all such rights, the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable (i) shall enter into such arrangement (with the Purchaser at Buyer’s sole cost and expense) the Purchaser's direction under which Buyer would the Purchaser will obtain the benefits and assume the obligations thereunder in accordance with this Agreement. (d) At Closing, (i) or under which the Seller shallwould exercise for the benefit of the Purchaser, pursuant with the Purchaser assuming Seller's obligations, any and all rights of the Seller against a third party thereto in accordance with the applicable PRC laws and regulations. The Seller shall promptly pay to the Sale Order and Purchaser when received all monies received by the Assignment and Assumption AgreementSeller under any Purchased Asset, assume and assignContracts, or any claim, right or any benefit arising thereunder; or (ii) shall exercise or cause to be assignedexercised, to Buyer each at the Purchaser's direction, any rights of the Assumed Seller arising from such Contracts that is capable against the other party(ies) thereto, including the right to elect to terminate any such Contracts in accordance with the terms thereunder upon the request of being assumed the Purchaser. 4.5 The foregoing provisions do not affect Purchaser's rights and assigned and remedies against the consideration Seller in respect of a Contract which has been warranted to be assignable, or may be performed by Purchaser instead of the Seller without any novation or transfer agreement. 4.6 Except as otherwise expressly contained herein, nothing in this Agreement: 4.6.1 shall require the Purchaser to perform any obligation falling due for performance or which is included should have been performed before the Closing Date; 4.6.2 shall make the Purchaser liable for any act, neglect, default or omission in respect of any Contracts or for any claim, expense, loss or damage arising from any failure to obtain the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant consent or agreement of any third party to the Sale Order and entry into of this Agreement or from any breach of any of the Assignment and Assumption AgreementContracts caused by this Agreement or its Closing; or 4.6.3 shall impose any obligation on the Purchaser for or in respect of any goods supplied by the Seller or any service performed by the Seller. (e) To 4.7 The Seller shall indemnify the extent that Buyer makes a valid designation with Purchaser against all actions, proceedings, costs, damages, claims and demands in respect of: 4.7.1 any act or omission on the part of the Seller in relation to the Contracts; or 4.7.2 any Contract pursuant to Section 2.05(a)alleged fault, the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action defect or error of any Party kind arising from goods supplied, services provided by the Seller or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then otherwise arising from the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent operation of the Assumed Liabilities, Purchased Assets and/or Excluded ContractsTTR Business prior to the Closing Date.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated in good faith by Seller. At any time prior to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to contained in this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy CodeAgreement, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder Assumed Contract if an attempted assignmentassignment thereof, without the consent of a third party or Governmental Authority (each, a “Transfer Consent”)thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer or Seller the Company thereunder. If such Transfer Consent is not obtained or such assignment is not attainable pursuant The Company will use, and the Shareholders will cause the Company to Section 365 use, commercially reasonable efforts to obtain the consent of the Bankruptcy Code, to the extent permitted and subject other parties to any approval such Assumed Contract for the assignment thereof to Buyer as Buyer may request. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Buyer or the Bankruptcy Court Company thereunder so that may be requiredBuyer would not in fact receive all rights under such Assumed Contract, Seller the Company and Buyer will reasonably cooperate in a mutually agreeable an arrangement (at Buyer’s sole cost and expense) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement. , including subcontracting, sub-licensing, or subleasing to Buyer, or under which the Company would enforce, at Buyer’s expense, for the benefit of Buyer, with Buyer assuming at Buyer’s expense the Company’s obligations and Liabilities (d) At Closingsolely to the extent provided in Section 1.2(a)), (i) Seller shallany and all rights of the Company against a third party thereto. The Company will promptly pay to Buyer when received all monies received by the Company under any such Assumed Contracts relating to or arising out of products delivered, services rendered or work performed on or after the Closing Date, and Buyer shall pay, defend, discharge and perform all Liabilities relating to or arising out of products delivered, services rendered or work performed on or after the Closing Date under such Assumed Contracts. Unless and until any Assumed Contract is assigned to Buyer, the Company and the Shareholders agree they shall not terminate or take any other action that would reasonably be expected to result in a termination of such Assumed Contract without Buyer’s consent. Parent and Buyer hereby indemnify the Company and the Shareholders, and hold the Company and the Shareholders harmless for, any expenses incurred pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreementthis Section 1.3. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contracts.

Assignment of Contracts and Rights. (a) Schedule 2.05(a) sets forth a list of all Assumed Contracts to which Seller is party and that Buyer intends to have Seller assume and assign to Buyer on the Closing Date, together with the applicable Cure Costs, if any, for each such Assumed Contract as reasonably estimated Notwithstanding anything in good faith by Seller. At any time prior this Agreement to the date that is twenty-one (21) days prior to the Closing Date, Buyer may, by written notice to the Company, designate in writing any Contract related to the Business not designated as an Assumed Contract and, upon such designation, such Assumed Contract will constitute a Purchased Asset and will be conveyed to Buyer under, and in accordance with the terms of, this Agreement at Closing (and, if applicable, will cease to constitute an Excluded Asset). All Contracts of Seller which do not constitute Assumed Contracts or which otherwise cannot be assumed and assigned to Buyer shall not be considered Purchased Assets and shall automatically be deemed Excluded Contracts. (b) Seller shall use its reasonable best efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer so long as Buyer pays all Cure Costs associated with the assumption and assignment of such Assumed Contracts. If Buyer does not pay all Cure Costs associated with the assignment and assumption of an Assumed Contract, it shall become an Excluded Contract. Notwithstanding anything to the contrary herein, Seller shall not be obligated to assume and assign any such Contract pursuant to this Section 2.05 with respect to which Buyer fails to pay any Cure Costs or to satisfy the Bankruptcy Court as to adequate assurance of future performance. (c) Except as to Assumed Contracts assigned pursuant to Section 365 of the Bankruptcy Codecontrary, this Agreement shall not constitute an agreement to assign any Purchased Asset Assigned Contract or any Contract to which any of the Asset Sellers or the Companies is a party or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted and for so long as such assignment, without the approval, consent or waiver of a third party thereto or Governmental Authority (each, a “Transfer Consent”)Authority, would constitute a breach or other contravention of such Assigned Contract or other Contract or in any way adversely affect the rights of Buyer Purchaser, any Asset Seller or Seller any Company thereunder. If such Transfer Consent approval, consent or waiver is not obtained obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Purchaser or any Asset Seller thereunder so that Purchaser would not in fact receive all such assignment is not attainable pursuant to Section 365 of the Bankruptcy Coderights, to the extent permitted Purchaser and subject to any approval of the Bankruptcy Court that may be required, Seller and Buyer will reasonably cooperate in a mutually agreeable agreeable, commercially reasonable arrangement (under which Purchaser or any or all of the Companies, as applicable, would obtain the benefits and perform and discharge the obligations thereunder, and under which Seller would enforce or cause to be enforced for the benefit of Purchaser or any or all of the Companies, as applicable, at BuyerPurchaser’s sole cost and expense, with Purchaser being responsible for the performance and discharge of the Asset Seller’s obligations, any and all rights of the Asset Seller against a third party. Seller shall not be required to make, or to cause to be made, any payments or offer or grant any accommodation (financial or otherwise) under which Buyer would to any third party to obtain any such approval, consent or waiver. (b) Notwithstanding the benefits fact that the Contract referenced at number 3(i) of Schedule 3.16 otherwise constitutes an Assigned Contract, such Contract shall not be deemed an Assigned Contract to be sold, conveyed, transferred, assigned and assume delivered to Purchaser if (i) the obligations thereunder in accordance with aggregate amount of fees or costs for such Contract to be transferred and assigned to Purchaser exceeds $50,000 and (ii) Purchaser provides notice to Seller prior to the Closing that such Contract shall not be deemed an Assigned Contract to be sold, conveyed, transferred and delivered to Purchaser pursuant to this Agreement. (d) At Closing, (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption Agreement, assume and assign, or cause to be assigned, to Buyer each of the Assumed Contracts that is capable of being assumed and assigned and the consideration for which is included in the Purchase Price, (ii) Buyer shall pay promptly all Cure Costs in connection with such assumption and assignment, and (iii) Buyer shall assume and perform and discharge the Assumed Liabilities under the Assumed Contracts, pursuant to the Sale Order and the Assignment and Assumption Agreement. (e) To the extent that Buyer makes a valid designation with respect to any Contract pursuant to Section 2.05(a), the applicable exhibits and schedules to this Agreement will be deemed to have automatically been updated (without action of any Party or Person) to reflect such designation. If Buyer exercises its rights in clause (a) above to designate a Contract as an Assumed Contract or an Excluded Contract, as applicable, then the Parties acknowledge and agree that there will be no reduction in, or increase to, the Purchase Price as a result of such designation or change in designation; provided, however, that such designation may increase or decrease (as applicable) the extent of the Assumed Liabilities, Purchased Assets and/or Excluded Contracts.