Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, 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 assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP or Pennzoil thereunder. Pennzoil and FRP will use all commercially reasonable efforts (but without any obligation on the part of Pennzoil or FRP to pay money) to obtain 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 FRP. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil thereunder so that FRP would not in fact receive all such rights, Pennzoil and FRP will cooperate in a mutually agreeable arrangement under which FRP will obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing or sub-leasing to FRP, or under which Pennzoil will enforce for the benefit of FRP, with FRP assuming Pennzoil's obligations, any and all rights of Pennzoil against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil will promptly pay to FRP when received all monies received by Pennzoil under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, 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 assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof of such Purchased Asset or in any way materially adversely affect the rights of FRP ThermaSys or Pennzoil Insilco thereunder. Pennzoil Insilco and FRP ThermaSys will use all commercially their reasonable best efforts (but without any obligation on the part payment of Pennzoil money by Insilco or FRP to pay moneyThermaSys) to obtain 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 FRPThermaSys as ThermaSys may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Insilco thereunder so that FRP ThermaSys would not in fact receive all such rights, Pennzoil Insilco and FRP ThermaSys will cooperate in a mutually agreeable arrangement under which FRP will ThermaSys would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing licensing, or sub-leasing to FRPThermaSys, or under which Pennzoil will Insilco would enforce for the benefit of FRPThermaSys, with FRP ThermaSys assuming PennzoilInsilco's obligations, any and all rights of Pennzoil Insilco against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Insilco will promptly pay to FRP ThermaSys when received all monies received by Pennzoil Insilco under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Insilco and ThermaSys shall, to the extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements reasonably satisfactory to ThermaSys and Insilco, negotiate in good faith an adjustment in the consideration paid by ThermaSys for the Purchased Assets, to the extent not otherwise adjusted pursuant to Section 4.09.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased MV Asset or Mobivity Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or to in any way adversely affect the rights of FRP Buyer or Pennzoil MV or Mobivity thereunder. Pennzoil Each of MV and FRP Mobivity and Buyer will use all commercially reasonable their best efforts (but without any obligation on the part payment of Pennzoil money by MV or FRP to pay moneyMobivity or Buyer) to obtain the consent of the other parties to any such Purchased MV Asset or Mobivity Asset or any claim or right or any benefit arising thereunder for the assignment thereof to FRPBuyer as Buyer may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil MV or Mobivity thereunder so that FRP Buyer would not in fact receive all such rights, Pennzoil each of MV and FRP Mobivity and Buyer will cooperate in a mutually agreeable arrangement under which FRP will Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing sublicensing, or sub-leasing subleasing to FRPBuyer, or under which Pennzoil will MV or Mobivity would enforce for the benefit of FRPBuyer, with FRP Buyer assuming Pennzoil's MV’s or Mobivity’s obligations, any and all rights of Pennzoil MV or Mobivity against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Each of MV and Mobivity will promptly pay to FRP Buyer when received all monies received by Pennzoil MV or Mobivity under any Purchased MV Asset ot Mobivity Asset or any claim or right or any benefit arising thereunder. In such event, except MV and Mobivity and Buyer shall, to the extent the same represents benefits therefrom and obligations thereunder have not been provided by alternative arrangements satisfactory to Buyer and MV and Mobivity, negotiate in good faith an Excluded Assetadjustment in the consideration paid by Buyer for the MV Assets and the Mobivity Assets.

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary con trary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Acquisition Asset or any claim or right or any benefit arising thereunder or resulting therefrom there from if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of FRP or Pennzoil Seller or, upon transfer, Buyer thereunder. Pennzoil . (b) Seller agrees that between the date hereof and FRP the Closing Date it will use all commercially reasonable its best efforts (but without any obligation on the part of Pennzoil or FRP to pay moneyother than paying consideration) to obtain the necessary consents to the assignment of each Contract or other Acquisition Asset which by its terms requires the consent of any of the other contracting parties thereto to any such Purchased Asset or any claim or right or any benefit arising thereunder for the an assignment thereof to FRPBuyer. If (y) such consent is not obtainedobtained with respect to any such Contract or other Acquisition Asset and (z) notwithstanding the provisions of Section 6.2(f), or if an attempted assignment thereof would be ineffective or would adversely affect Buyer elects to consummate the rights of Pennzoil thereunder so that FRP would not in fact receive all such rightsClosing, Pennzoil Seller and FRP Buyer will cooperate in a mutually agreeable an arrangement reasonably satisfactory to Buyer and Seller under which FRP will obtain Buyer shall obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing or sub-leasing to FRPBuyer, or under which Pennzoil will Seller shall enforce for the benefit of FRPBuyer, with FRP Buyer assuming PennzoilSeller's obligations, any and all claims, rights and benefits of Pennzoil Seller against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Seller will promptly pay to FRP Buyer when received all monies received by Pennzoil Seller under any Purchased Contract or other Acquisition Asset or any claim or claim, right or any benefit arising thereunder, except thereunder that has been assigned to Buyer or which Seller has made an arrangement to the extent satisfaction of Buyer pursuant to this Section 2.4. Buyer agrees to perform at its sole expense all of the same represents an Excluded Assetobli gations of Seller to be performed after the Closing Date under any such Contract or other Acquisition Asset the bene fits of which Buyer is receiving pursuant to the provisions of this Section 2.4.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Purchased HPI Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof of such HPI Transferred Asset or in any way adversely affect the rights of FRP Transferee or Pennzoil thereunderTransferor thereunder (such consents, the “Required Consents”). Pennzoil Transferor and FRP will Transferee shall use all commercially their reasonable best efforts (but without any obligation on the part of Pennzoil or FRP to pay money) to obtain the consent of the other such third parties to any such Purchased HPI Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to FRPTransferee as Transferee may request. If such consent is not obtained, obtained or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Transferor thereunder so that FRP Transferee would not in fact receive all such rights, Pennzoil Transferor and FRP will Transferee shall cooperate in a mutually agreeable arrangement under which FRP will Transferee would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing licensing, or sub-leasing to FRPTransferee, or under which Pennzoil will Transferor would enforce for the benefit of FRPTransferee, with FRP Transferee assuming Pennzoil's Transferor’s obligations, any and all rights of Pennzoil Transferor against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil will Transferor shall promptly pay to FRP Transferee when received all monies received by Pennzoil Transferor under or in respect of any Purchased HPI Transferred Asset or any claim or claim, 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 HPI Transferred Asset, Transferor shall contribute, transfer, convey, assign and deliver such HPI Transferred Asset to Transferee with no additional consideration therefor other than the LLC Interest.

Assignment of Contracts and Rights. Anything in this Agreement to ---------------------------------- the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset of the ▇▇▇▇▇ Assets, the International Assets or any asset of TMHE, the TMHE Subsidiaries or ▇▇▇▇▇▇▇'▇ or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment as signment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP ▇▇▇▇▇▇-▇▇▇▇ or Pennzoil Times Mirror or any of their affiliates thereunder. Pennzoil ▇▇▇▇▇▇-▇▇▇▇ and FRP Times Mirror will use all commercially reasonable efforts, and will cause their affiliates to use reasonable efforts (but without any obligation on the part payment of Pennzoil money by ▇▇▇▇▇▇-▇▇▇▇ or FRP to pay moneyTimes Mirror or their affiliates) to obtain the consent of the other parties to any such Purchased Asset asset or any claim or right or any benefit arising thereunder for the assignment as signment thereof to FRPas permitted hereby. If such consent is not obtained, or if an attempted assignment thereof would be ineffective inef fective or would adversely affect the rights of Pennzoil the transferor thereunder so that FRP the transferee would not in fact receive all such rights, Pennzoil the transferor and FRP the transferee will cooperate in a mutually agreeable arrangement under which FRP will the transferee would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing sublicensing or sub-leasing subleasing to FRPthe transferee, or under which Pennzoil will the transferor would enforce for the benefit of FRPthe transferee, with FRP the transferee assuming Pennzoilthe transferor's obligations, any and all rights of Pennzoil the transferor against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party . The transferor will pay promptly to a Purchased Asset. Pennzoil will promptly pay to FRP the transferee when received all monies received by Pennzoil the transferor after the Closing Date under any Purchased Asset of the such assets or any claim or right or any benefit arising thereunder. Provided that ▇▇▇▇▇▇-▇▇▇▇ and its affiliates (includ ing ▇▇▇▇▇▇▇'▇) use reasonable efforts to obtain such consents, except Times Mirror agrees that neither ▇▇▇▇▇▇-▇▇▇▇ nor its affiliates shall have any liability whatsoever arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termi nation of any asset of ▇▇▇▇▇▇▇'▇ as a result thereof, to the extent such matters are disclosed on Schedule 6.02 or are not material to ▇▇▇▇▇▇▇'▇. Times Mirror further agrees that no condition shall be deemed not to be satisfied as a result of (i) the same represents an Excluded Assetfailure to obtain any such consent or as a result of any such default, acceleration or termination or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threat ened by or on behalf of any persons arising out of or relating to the failure to obtain any such consent or any such default, acceleration or termination, in each case to the extent such matters are disclosed on Schedule 6.02 or are not material to ▇▇▇▇▇▇▇'▇. Provided that Times Mirror and its affiliates (in cluding TMHE and ▇▇▇▇▇) use reasonable efforts to obtain such consents, ▇▇▇▇▇▇-▇▇▇▇ agrees that neither Times Mirror nor its affiliates shall have any liability whatsoever arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termination of any asset included in the College Publishing Business as a result thereof, to the extent such matters are disclosed on Schedule 5.03 or are not material to the College Publishing Business. ▇▇▇▇▇▇-▇▇▇▇ further agrees that no condition shall be deemed not to be satisfied as a result of (i) the failure to obtain any such consent or as a result of any such default, acceleration or termination or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any persons arising out of or relating to the failure to obtain any such consent or any such default, acceleration or termination, in each case to the extent such matters are disclosed on Schedule 5.03 or are not material to the College Publishing Business.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, 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 assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or adversely affect in any way adversely affect material respect the rights of FRP SVT, Buyer or Pennzoil Seller thereunder. Pennzoil and FRP Each of the parties hereto will use all its commercially reasonable efforts (but without any obligation on the part payment of Pennzoil or FRP to pay money) to obtain 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 FRPBuyer and SVT, as applicable, as Buyer or SVT may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Seller thereunder so that FRP Buyer or SVT would not in fact receive all such rights, Pennzoil and FRP the parties hereto will cooperate in a mutually agreeable arrangement under which FRP will Buyer or SVT, as applicable, would obtain the benefits and assume assume, to the extent provided under this Agreement, obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to FRPBuyer or SVT, as applicable, or under which Pennzoil will Seller would enforce for the benefit of FRPBuyer or SVT, as applicable, with FRP Buyer or SVT, as applicable, assuming PennzoilSeller's obligations, any and all rights of Pennzoil Seller against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Seller will promptly pay to FRP Buyer or SVT, as applicable, when received all monies received by Pennzoil Seller or its Affiliates under any Purchased Asset or any claim or right or any benefit arising thereunder. In such event, except the parties hereto shall, to the extent the same represents benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer or SVT, negotiate in good faith an Excluded Assetadjustment in the consideration paid by Buyer or SVT, as applicable, for the Purchased Assets, to the extent not otherwise adjusted pursuant to Section 2.09.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or novate any Purchased Asset Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or novation thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP Buyer or Pennzoil Sellers thereunder, except to the extent such consent(s) have been obtained. Pennzoil With respect to any Government Contract or any claim, right or benefit arising thereunder or resulting therefrom, Buyer and FRP Sellers each will use all commercially reasonable efforts efforts, both before and after Closing, to obtain the consent (but including, without limitation, by way of novation) of the other parties to any obligation on such Contract for the part assignment or novation thereof to Buyer with the release of Pennzoil Sellers (PROVIDED, HOWEVER, that the release of Sellers shall not be made a condition to obtaining such consent). With respect to any other Contract or FRP any claim, right or benefit arising thereunder or resulting therefrom, to pay money) the extent requested by Buyer, Buyer and Sellers will use their respective reasonable best efforts, both before and after Closing, to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder Contract for the assignment or novation thereof to FRPBuyer with the release of Sellers (PROVIDED, HOWEVER, that the release of Sellers shall not be made a condition to obtaining such consent). If any such consent is not obtained, or if an attempted assignment thereof or novation of any such Contract would be ineffective or would materially adversely affect the rights of Pennzoil Sellers thereunder so that FRP Buyer would not in fact receive all such rights, Pennzoil Sellers and FRP Buyer will cooperate in a mutually agreeable arrangement under which FRP will Buyer would obtain substantially the same economic benefits that would be obtained under an assignment or novation thereof and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to FRPBuyer, or under which Pennzoil will Sellers would enforce for the benefit of FRPBuyer, with FRP Buyer assuming Pennzoil's Sellers' obligations, any and all rights of Pennzoil Sellers against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Sellers will promptly pay to FRP Buyer when received all monies received by Pennzoil any Seller or its Affiliates under any Purchased Asset Contract or any claim or right or any benefit arising thereunderthereunder not transferred pursuant to this Section 7.2, except to the extent the same represents a Non-Assigned Contract. Buyer's obligations in respect of such unassigned contracts shall be commensurate with the benefits thereof made available to Buyer pursuant to any arrangement referred to herein, and shall comprise Assumed Liabilities. Any contract as to which consent is obtained after the Closing Date shall thereafter comprise an Excluded AssetAssigned Contract. The reasonable efforts required hereby shall not include any requirement to institute suit, to offer or grant financial accommodations or to assume additional Liabilities, except to the extent funded by Buyer.

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP Buyer or Pennzoil Seller thereunder. Pennzoil Seller, Parent and FRP Buyer will use all their commercially reasonable efforts (but without any obligation on the part of Pennzoil or FRP to pay money) to obtain the consent of the other parties to any such Purchased Asset claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder for the assignment thereof to FRPBuyer or New Jetride as Buyer may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Seller thereunder so that FRP Buyer or New Jetride would not in fact receive all such rights, Pennzoil at Buyer’s option, Seller and FRP Buyer will cooperate in a mutually agreeable arrangement under which FRP will Buyer or New Jetride would obtain the benefits and assume the obligations thereunder in accordance with this Agreementunder any such claims, contracts, licenses, leases, commitments, sales orders or purchase orders, including sub-contractingsubcontracting, sub-licensing or sub-leasing to FRPlicensing, or under subleasing to Buyer or New Jetride, or which Pennzoil will Seller would enforce for the benefit of FRPBuyer and New Jetride, with FRP Buyer or New Jetride assuming Pennzoil's Seller’s obligations, any and all rights of Pennzoil Seller against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance thereto arising out of the breach or cancellation by any other such third party to a Purchased Assetor otherwise. Pennzoil Seller will promptly pay to FRP Buyer or New Jetride when received all monies received by Pennzoil Seller under any Purchased Asset such claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder. (b) Notwithstanding the provisions of Section 2.04(a), except neither Seller nor Parent makes any representation or warranty with respect to the extent assignability of the same represents agreements (including an Excluded Assetoral agreement) with the owners of the Seller Managed Aircraft (the “Managed Aircraft Agreements”) set forth on Schedule 3.10(b). Buyer acknowledges and agrees that Buyer will not have any recourse against Seller or Parent, and correspondingly will not incur any Losses, in the event that one or more of the Managed Aircraft Agreements are not assigned to Buyer or New Jetride, or one or more of such Managed Aircraft Agreements are terminated in accordance with the terms thereof following any such assignment. Neither Seller nor Parent has any Knowledge as of the date of this Agreement that the owner of any Seller Managed Aircraft intends to refuse to consent to the assignment of the applicable Managed Aircraft Agreement to Buyer or New Jetride, as the case may be.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assign assign, any Purchased Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") if an attempted assignment thereofof such Consent-Required Asset, without the consent of a one or more third party theretoparties, would constitute a breach or other contravention thereof or would in any way adversely affect the rights of FRP Pharsight or Pennzoil MGA thereunder; provided, however, that once all such consents are obtained, this Agreement shall automatically effect an immediate assignment of such Consent-Required Asset without further action by either party hereto. Pennzoil Pharsight and FRP MGA will use all their commercially reasonable efforts (but without which shall not be deemed to require any obligation on the part payment of Pennzoil money or FRP to pay moneyother value by Pharsight or MGA) to obtain the consent of the other parties to any such Purchased Consent-Required Asset or any claim or right or any benefit arising thereunder for the assignment thereof to FRPPharsight as Pharsight may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil MGA thereunder so that FRP Pharsight would not in fact receive all such rights, Pennzoil Sellers and FRP Pharsight will cooperate in a mutually agreeable arrangement under which FRP will Pharsight would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, contracting or sub-licensing or sub-leasing to FRPPharsight, or under which Pennzoil will Sellers would enforce for the benefit of FRPPharsight, with FRP Pharsight assuming PennzoilMGA's obligations, any and all rights of Pennzoil MGA against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Sellers will promptly pay or assign to FRP Pharsight when received all monies received by Pennzoil under Sellers with respect to any Purchased Consent-Required Asset or and any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Nothing in this Section 2.5 shall be construed to diminish the representations, warranties and covenants of Sellers respecting such consents.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, 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 assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof of such Purchased Asset or in any way adversely affect the rights of FRP the Buyer, or Pennzoil thereunderthe Seller or any Member thereunder so that the Buyer would not in fact receive all such rights. Pennzoil and FRP The Seller will use all commercially reasonable efforts (but without any obligation on the part of Pennzoil or FRP to pay money) to obtain 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 FRPthe Buyer as the Buyer may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil the Seller or any Member thereunder so that FRP the Buyer would not in fact receive all such rights, Pennzoil the Seller or such Member(s) and FRP the Buyer will cooperate in a mutually agreeable arrangement under which FRP will the Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing to FRPthe Buyer, or under which Pennzoil will the Seller or such Member would enforce for the benefit of FRPthe Buyer, with FRP the Buyer assuming Pennzoil's the Seller’s or such Member’s obligations, any and all rights of Pennzoil the Seller or such Member against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil The Seller or such Member will promptly pay to FRP the Buyer when received all monies received by Pennzoil the Seller or such Member under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents constitutes an Excluded Asset. The Seller, the Members and the Buyer shall, to the extent the benefits arising under any Purchased Asset have not been provided by alternative arrangements satisfactory to the Buyer and the Sellers, negotiate in good faith a downward adjustment in the Estimated Initial Purchase Price commensurate with the monetary value of such benefit as determined upon the mutual agreement of the Buyer and Sellers.

Assignment of Contracts and Rights. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, except as provided in this Section 3.3, this Agreement shall not constitute an agreement to assign any Purchased Asset Third Party Agreement or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party Third Party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP MedImmune or Pennzoil Wyeth thereunder. Pennzoil and FRP Wyeth will use all commercially reasonable efforts (but without any obligation on the part payment of Pennzoil money or FRP to pay moneyother consideration by Wyeth) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder Third Party Agreement for the assignment thereof to FRP. MedImmune as MedImmune may request. (b) If any such consent is not obtained, or if an attempted assignment thereof of any Third Party Agreement would be ineffective or would adversely affect the rights of Pennzoil Wyeth thereunder so that FRP MedImmune would not in fact receive all such rights, Pennzoil Wyeth and FRP MedImmune will cooperate in a mutually agreeable arrangement under which FRP will MedImmune would obtain the benefits and assume the obligations thereunder in accordance with this Agreement and as reasonably permitted under the terms of such Third Party Agreement at no cost to MedImmune in excess of the cost MedImmune would have incurred (without modification to the terms of the Third Party Agreement) if the consent had been obtained, including sub-contracting, sub-licensing licensing, or sub-leasing to FRPMedImmune, or under which Pennzoil will Wyeth would enforce for the benefit of FRPMedImmune, with FRP assuming Pennzoil's obligationsat MedImmune’s request and expense, any and all rights of Pennzoil Wyeth against a third party Third Party thereto; PROVIDED. Schedule 3.3(b) sets forth those Third Party Agreements identified by the Parties for such arrangements as of the Closing Date. With respect to any such Third Party Agreements for the sale of Product to customers, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Wyeth will promptly pay to FRP MedImmune when received all monies received by Pennzoil under any Purchased Asset Wyeth in connection with such Third Party Agreement or any claim or right or any benefit arising thereunder, excluding all monies received as indemnification payments or reimbursement for Wyeth expenses, and otherwise except to the extent the same represents monies represent an Excluded Asset. In such event, Wyeth and MedImmune shall, to the extent that all of the benefits and obligations under any Third Party Agreement have not been provided for by alternate arrangements satisfactory to MedImmune and Wyeth, negotiate in good faith an appropriate adjustment in the consideration paid by MedImmune for the Acquired Assets.

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstanding, 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 assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP Buyer, Parent or Pennzoil Seller thereunder. Pennzoil Parent, Seller and FRP Buyer will use all their commercially reasonable efforts (but without any obligation on the part payment of Pennzoil money by Parent, Seller or FRP to pay moneyBuyer) to obtain 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 FRPBuyer as Buyer may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Seller thereunder so that FRP Buyer would not in fact receive all such rights, Pennzoil Parent, Seller and FRP Buyer will cooperate in a mutually agreeable arrangement under which FRP will Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to FRPBuyer, or under which Pennzoil will Parent or Seller would enforce for the benefit of FRPBuyer, with FRP Buyer assuming Pennzoileither Parent's or Seller's obligations, any and all rights of Pennzoil Parent or Seller against a third party thereto; PROVIDED. Parent or Seller, HOWEVERas the case may be, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil will promptly pay to FRP Buyer when received all monies received by Pennzoil Parent or 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. In such event, Parent, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer, Parent and Seller, negotiate in good faith an adjustment in the consideration paid by Buyer for the Purchased Assets. (b) Notwithstanding any other provision of this Agreement, including the foregoing, subsection 2.05(a), the parties agree that with respect to the Contracts listed on Schedule 2.05(b) hereto the following shall apply: (i) Parent, Seller and Buyer shall use their reasonable commercial efforts to secure the consent of the third party customers on such Contracts to an assignment and assumption of the rights and obligations of Parent and Seller under such Contract which pertains to the Business to the Buyer substantially in the form of Exhibit D hereto (each a "Special Assignment"). Buyer shall be entitled to request such changes to the Special Assignment as it shall reasonably request after the Closing prior to acceptance of such Special Assignment by Buyer for purposes of this Section 2.05. (ii) Buyer shall retain $1,000,000 (the "Purchase Price Holdback") of the Cash Portion of the Purchase Price and deposit such amount into the Escrow Fund at Closing. The Purchase Price Holdback shall be released to Parent upon the assignment to Buyer of the Contracts listed on Schedule 2.05(b) hereto in such amounts and at such times as described following. (iii) When such of the Contracts listed on Schedule 2.05(b) have been assigned to Buyer such that the aggregate total "future billings" and "deferred reven▇▇▇" ▇▇ the amounts as listed on Schedule 2.05(b) (without subsequent adjustment) for all Contracts not yet assigned (such amounts being referred to as the "Measurement Amounts"), shall be less than $729,176, Parent shall be entitled to receive out of the Escrow Fund $1.37 for every $1.00 below such $729,176 to which the Measurement Amounts related to as yet unassigned Contracts shall drop (to the extent not previously paid as provided following and up to a total amount of payments as shall equal the Purchase Price Holdback). Any Contract listed on Schedule 2.05(b) which has an expiration date after June 30, 2002, shall be deemed to have been assigned for all purposes under this Section 2.05 if Buyer and the customer under such Contract shall have entered into a similar agreement or renewal of the Contract on terms not substantially less favorable than those of the Contract, whether or not a Special Assignment shall have been executed for such Contract. (iv) Such amounts of the Purchase Price Holdback as are required to be paid pursuant to the preceding clause shall be released from the Escrow Fund promptly following April 30 and May 31, 2002 as is determined based on the Contracts which have been assigned as of such dates. Promptly following June 30, 2002 such additional amounts as may be required to be paid based on the Contracts which have been assigned through and including June 30, 2002 shall be released from the Escrow Fund. The balance, if any, of the Purchase Price Holdback, which shall not be required to be released to Parent pursuant to this Section 2.05 shall be released to Buyer and shall be a reduction in the Purchase Price. To the extent that the final Measurement Amounts related to unassigned Contracts shall exceed $729,176, in addition to retaining the Purchase Price Holdback, the Buyer shall be entitled to indemnification as provided in Article VIII hereof.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, 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 Governmental Permit if an attempted assignment or transfer thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or would be ineffective with respect to any party thereto. As to any such Contract or Governmental Permit so designated in any way adversely affect writing by the rights of FRP or Pennzoil thereunder. Pennzoil Purchaser, the Sellers and FRP the Purchaser will use all commercially reasonable efforts (but without any obligation on the part of Pennzoil or FRP to pay money) to obtain prior to the Closing or as promptly as practicable after the Closing the consent of the other parties to such Contract or Governmental Permit or, alternatively, written confirmation from such parties reasonably satisfactory to the Purchaser that such consent is not required, it being understood that (i) neither the Sellers, the Purchaser nor any of their respective Affiliates shall be required to pay money to any third party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party and (ii) to the extent the foregoing shall require any action by AMI or Grass that would, or would continue to, affect the Business after the Closing, such Purchased Asset or any claim or right or any benefit arising thereunder for action shall require the assignment thereof to FRPprior written consent of the Purchaser. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil thereunder so that FRP the Purchaser would not in fact receive all such rights, Pennzoil the Purchaser and FRP will the applicable Seller shall cooperate in a mutually agreeable arrangement under pursuant to which FRP will the Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing subcontracting or sub-leasing sublicensing to FRPthe Purchaser, or under pursuant to which Pennzoil will such Seller would enforce for the benefit of FRPthe Purchaser, with FRP the Purchaser assuming Pennzoil's obligations, such Seller’s obligations and any and all rights of Pennzoil such Seller against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil will Such Seller shall promptly pay to FRP the Purchaser when received all monies received by Pennzoil under such Seller with respect to any Purchased Asset Assumed Contract or any claim or right or any benefit arising thereunder, except thereunder relating to the extent period on or after the same represents an Excluded AssetClosing Date.

Assignment of Contracts and Rights. (a) Anything in this Agreement or any other Transaction Document to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset ST Transferred Contract, ST Transferred Permit, or other ST Transferred Asset, or any claim or claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party theretothereto or the receipt of any Governmental 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 FRP Newco, ST or Pennzoil any of ST’s Subsidiaries thereunder. Pennzoil ST and FRP Newco will use all commercially reasonable efforts (but without any obligation on the part payment of Pennzoil or FRP to pay moneymoney by ST) to obtain the consent of the other parties to any such Purchased ST Transferred Contract, ST Transferred Permit or other ST Transferred Asset or any claim or claim, right or any benefit arising thereunder for the assignment thereof to FRPNewco as Newco may reasonably request; provided, however, that except as provided in Section 2.5 of the ST Intellectual Property Agreement with respect to the sublicensing of certain Third Party Claims to Newco, ST shall have no obligation to transfer or assign any license of any Intellectual Property other than the ST Transferred Intellectual Property or any licenses granted by ST in connection with the sale, distribution and license of the ST Products in the ordinary course of business that are not ST Transferred Contracts. Subject to the obligations of ST set forth in Section 5.6, Section 4.3 of the Master Agreement, Section 2.6 of the ST Intellectual Property Agreement, the ST Transition Services Agreement and the ST Supply Agreements and ST Consortium Agreements, Newco agrees that ST shall not have any liability to Newco arising out of or relating to the failure to obtain any such consent or to satisfy any other such requirement that may be required in connection with the transactions contemplated by this Agreement or the ST 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 ST’s representation in Section 3.8(b) regarding ST Contractual Consents. (b) If any such consent is not obtained, or any such other requirement is not satisfied, prior to the Closing and as a result thereof Newco shall be prevented by such third party from receiving the rights and benefits with respect to such ST Transferred Contract, ST Transferred Permit or other ST Transferred Asset intended to be transferred hereunder, or if an any attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil ST or any of its Subsidiaries thereunder so that FRP Newco would not in fact receive all such rightsrights or ST or any of its Subsidiaries would forfeit or otherwise lose the benefit of rights that ST or any such Subsidiary is entitled to retain, Pennzoil ST and FRP will Newco shall cooperate to discuss, determine and implement in good faith a mutually agreeable reasonable arrangement to the extent practicable, under which FRP will (i) Newco would obtain the economic claims, rights and benefits under such asset and assume the economic burdens and obligations thereunder with respect thereto in accordance with this Agreement, including sub-contractingpotentially by subcontracting, sub-licensing sublicensing or sub-leasing subleasing to FRPNewco (but not more extensive than the existing rights of ST and its Subsidiaries with respect to the ST Business), or under which Pennzoil will (ii) ST would enforce for the benefit of FRPNewco, with FRP Newco assuming Pennzoil's ST’s obligations, any and all rights of Pennzoil ST and its Subsidiaries against a third party thereto; PROVIDED, HOWEVERprovided, that Pennzoil does Newco shall reimburse ST for all reasonable out-of-pocket expenses that are imposed on ST 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 ST 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 guarantee performance satisfied, as a result of (x) the 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 failure to obtain any such consent or any circumstances resulting therefrom; provided, however, that nothing in this Section 2.5(b) is intended to affect ST’s representation in Section 3.8(b) regarding ST 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 party to a Purchased Asset. Pennzoil will promptly pay to FRP when received all monies received by Pennzoil under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded AssetTransaction Document.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall will 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 assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP the Buyer or Pennzoil Xyz thereunder. Pennzoil Xyz and FRP the Buyer will use all commercially reasonable their best efforts (but without any obligation on payment of money by Xyz or the part of Pennzoil or FRP to pay moneyBuyer) to obtain 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 FRPthe Buyer as the Buyer may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Xyz thereunder so that FRP the Buyer would not in fact receive all such rights, Pennzoil Xyz and FRP the Buyer will cooperate in a mutually agreeable arrangement under which FRP will the Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to FRPthe Buyer, or under which Pennzoil will Xyz would enforce for the benefit of FRPthe Buyer, with FRP the Buyer assuming Pennzoil's Xyz’s obligations, any and all rights of Pennzoil Xyz against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Xyz will promptly pay to FRP the Buyer when received all monies received by Pennzoil Xyz under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Xyz and the Buyer will, to the extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to the Buyer and Xyz, negotiate in good faith an adjustment in the consideration paid by the Buyer for the Purchased Assets, to the extent not otherwise adjusted pursuant to Section 1.8.

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstanding, 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 assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP Buyer or Pennzoil Seller thereunder. Pennzoil Seller and FRP Buyer will use all their commercially reasonable efforts (but without any obligation on the part payment of Pennzoil money by Seller or FRP to pay moneyBuyer) to obtain 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 FRPBuyer as Buyer may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Seller thereunder so that FRP Buyer would not in fact receive all such rights, Pennzoil Seller and FRP Buyer will cooperate in a mutually agreeable arrangement under which FRP will Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to FRPBuyer, or under which Pennzoil will Seller would enforce for the benefit of FRPBuyer, with FRP Buyer assuming PennzoilSeller's obligations, any and all rights of Pennzoil Seller against a third party thereto; PROVIDED. In respect of any unassigned customer Contract, HOWEVERprovided that Seller remains in compliance with its obligations under Section 2.08(b)(i), that Pennzoil does not guarantee performance by any other party Seller shall have the exclusive right to a Purchased Assetcollect all accounts receivable in respect of such unassigned customer Contract. Pennzoil Seller will promptly pay to FRP Buyer when received all monies received by Pennzoil Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded AssetAsset and any such payments by Seller to Buyer shall be either included in the calculation of any Section 2.08(b)(i) Losses, as provided in Section 2.08(b)(i) or retained by, or remitted back to, Seller in any True-up Event. 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 Purchase Price; provided, however, the provisions of Section 2.08(b) shall control with respect to customer Contracts. (b) Notwithstanding any other provision of this Agreement, including Section 2.08(a), the parties agree that, with respect to the customer Contracts, the following shall apply: (i) If any of the customer Contracts listed on Exhibit B have not been assigned to Buyer pursuant to the transactions contemplated by this Agreement and the Ancillary Agreements, prior to the 180th day following the Closing Date, Buyer shall be entitled to make an indemnification claim under Article IX of this Agreement for Losses for such failure to assign such Contracts to the extent it is not permitted to recognize revenue relating to such Contracts in accordance with GAAP. The amount of Losses for any unassigned customer Contract shall be equal to the "Contract Value" related to such unassigned customer Contract less (1) the amount of revenue related to such Contract which Buyer is able to

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, neither this Agreement nor any other Transaction Document 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 assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof of such Purchased Asset or in any way adversely affect in any material respect the rights of FRP a Seller, any of its Affiliates or Pennzoil any Buyer Party thereunder; provided that the foregoing shall not limit or affect Sellers’ representations and warranties in Article 4 or the conditions set forth in Section 11.02; provided further, that upon the Closing, subject to each Seller having complied with (and, to the extent applicable, continuing to comply with) its covenants, agreements and obligations pursuant to this Agreement (including this Section 2.09 and Section 8.01), Sellers shall have no liability or obligation under Article 12 or otherwise for the failure to obtain any such consent. Pennzoil Each Seller and FRP will each Buyer Party shall use all their respective commercially reasonable efforts (but without any obligation on the part payment of Pennzoil money by a Seller or FRP to pay moneya Buyer Party (or any of their respective Affiliates)) to obtain the consent of the other such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to FRPthe applicable Buyer Party as Buyer Domestic may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil a Seller thereunder so that FRP the applicable Buyer Party would not in fact receive all such rights, Pennzoil each Seller and FRP will each Buyer Party shall (and cause their respective Affiliates to) cooperate in a mutually agreeable arrangement under which FRP will the applicable Buyer Party would obtain the benefits and assume the obligations thereunder in accordance with this AgreementAgreement (including, in the case of Government Contracts, Section 8.03), including sub-contracting, sub-licensing licensing, or sub-leasing to FRPthe applicable Buyer Party, or under which Pennzoil will a Seller or any of its Affiliates would Table of Contents enforce (at the direction and expense of Buyer Domestic) for the benefit of FRPthe applicable Buyer Party, with FRP the applicable Buyer Party assuming Pennzoil's obligationsthe obligations of such Seller or its Affiliates, any and all rights of Pennzoil such Seller or any of its Affiliates against a third party thereto; PROVIDEDthereto (including, HOWEVERif applicable, that Pennzoil does not guarantee performance by any other party the right to a elect to terminate such Purchased AssetAsset in accordance with the terms thereof upon Buyer Domestic’s request). Pennzoil will Each Seller shall promptly pay to FRP the applicable Buyer Party when received all monies received by Pennzoil such Seller or any of its Affiliates 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, each Seller shall, or shall cause its Affiliates to, sell, transfer, convey, assign and deliver such Purchased Asset to the applicable Buyer Party with no additional purchase price due therefor. In addition, following the Closing, the parties shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out this Section and give effect to the transactions contemplated by this Section.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, neither this Agreement nor any other Transaction Document 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 assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof of such Purchased Asset or in any way adversely affect in any material respect the rights of FRP a Seller, any of its Affiliates or Pennzoil any Buyer Party thereunder; provided that the foregoing shall not limit or affect Sellers’ representations and warranties in Article 4 or the conditions set forth in Section 11.02; provided further, that upon the Closing, subject to each Seller having complied with (and, to the extent applicable, continuing to comply with) its covenants, agreements and obligations pursuant to this Agreement (including this Section 2.09 and Section 8.01), Sellers shall have no liability or obligation under Article 12 or otherwise for the failure to obtain any such consent. Pennzoil Each Seller and FRP will each Buyer Party shall use all their respective commercially reasonable efforts (but without any obligation on the part payment of Pennzoil money by a Seller or FRP to pay moneya Buyer Party (or any of their respective Affiliates)) to obtain the consent of the other such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to FRPthe applicable Buyer Party as Buyer Domestic may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil a Seller thereunder so that FRP the applicable Buyer Party would not in fact receive all such rights, Pennzoil each Seller and FRP will each Buyer Party shall (and cause their respective Affiliates to) cooperate in a mutually agreeable arrangement under which FRP will the applicable Buyer Party would obtain the benefits and assume the obligations thereunder in accordance with this AgreementAgreement (including, in the case of Government Contracts, Section 8.03), including sub-contracting, sub-licensing licensing, or sub-leasing to FRPthe applicable Buyer Party, or under which Pennzoil will a Seller or any of its Affiliates would enforce (at the direction and expense of Buyer Domestic) for the benefit of FRPthe applicable Buyer Party, with FRP the applicable Buyer Party assuming Pennzoil's obligationsthe obligations of such Seller or its Affiliates, any and all rights of Pennzoil such Seller or any of its Affiliates against a third party thereto; PROVIDEDthereto (including, HOWEVERif applicable, that Pennzoil does not guarantee performance by any other party the right to a elect to terminate such Purchased AssetAsset in accordance with the terms thereof upon Buyer Domestic’s request). Pennzoil will Each Seller shall promptly pay to FRP the applicable Buyer Party when received all monies received by Pennzoil such Seller or any of its Affiliates 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, each Seller shall, or shall cause its Affiliates to, sell, transfer, convey, assign and deliver such Purchased Asset to the applicable Buyer Party with no additional purchase price due therefor. In addition, following the Closing, the parties shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out this Section and give effect to the transactions contemplated by this Section.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased IVS Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or to in any way adversely affect the rights of FRP SW or Pennzoil IVS thereunder. Pennzoil Each of IVS and FRP SW will use all commercially reasonable their best efforts (but without any obligation on the part payment of Pennzoil money by IVS or FRP to pay moneySW) to obtain the consent of the other parties to any such Purchased IVS Asset or any claim or right or any benefit arising thereunder for the assignment thereof to FRPSW as SW may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil IVS thereunder so that FRP SW would not in fact receive all such rights, Pennzoil IVS and FRP SW will cooperate in a mutually agreeable arrangement under which FRP will SW would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing sublicensing, or sub-leasing subleasing to FRPSW, or under which Pennzoil will IVS would enforce for the benefit of FRPSW, with FRP SW assuming PennzoilIVS's obligations, any and all rights of Pennzoil IVS against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil IVS will promptly pay to FRP SW, when received received, all monies received by Pennzoil IVS under any Purchased IVS Asset or any claim or right or any benefit arising thereunder. In such event, except IVS and SW shall, to the extent the same represents benefits therefrom and obligations thereunder have not been provided by alternative arrangements satisfactory to SW and IVS, negotiate in good faith an Excluded Assetadjustment in the consideration paid by SW for the IVS Assets.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Purchased Asset Assigned Contract or any Contract to which either of the Companies is a party or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofand for so long as such assignment, without the approval, consent or waiver of a third party thereto, would constitute a breach or other contravention thereof of such Assigned Contract or other Contract or in any way adversely affect the rights of FRP Purchaser, Seller or Pennzoil either Company thereunder. Pennzoil and FRP will use all commercially reasonable efforts (but without any obligation on the part of Pennzoil or FRP to pay money) to obtain 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 FRP. If such approval, consent or waiver is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Purchaser, Seller or either Company thereunder so that FRP Purchaser would not in fact receive all such rights, Pennzoil Purchaser and FRP Seller will cooperate in a mutually agreeable arrangement under which FRP will Purchaser or one or both of the Companies, as applicable, would obtain the benefits and assume perform and discharge the obligations thereunder in accordance with this Agreementthereunder, including sub-contracting, sub-licensing or sub-leasing to FRP, or and under which Pennzoil will Seller would enforce for the benefit of FRPPurchaser or one or both of the Companies, as applicable, at Purchaser’s sole cost and expense, with FRP assuming Pennzoil's Purchaser being responsible for the performance and discharge of Seller’s obligations, any and all rights of Pennzoil Seller against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does party. Seller shall not guarantee performance by be required to make any other payments or offer or grant any accommodation (financial or otherwise) to any third party to a Purchased Assetobtain any such approval, consent or waiver. Pennzoil Seller will promptly pay to FRP when received Purchaser all monies received by Pennzoil Seller or its Affiliates from and after the Closing under any Purchased Asset Assigned Contract or any claim Contract to which either of the Companies is a party, and Seller and Purchaser shall continue to cooperate and use all commercially reasonable efforts to obtain such approval, consent or right waiver and to provide Purchaser with all such rights in accordance with this Agreement. Nothing in this Section 1.03 shall 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 9.02. The provisions of this Section 1.03 shall not limit, modify or otherwise affect any benefit arising thereunder, except to the extent the same represents an Excluded Assetrepresentation or warranty of Seller under this Agreement.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, 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 assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP Acquiror or Pennzoil a Seller thereunder. Pennzoil Prior and FRP subsequent to the Closing, Acquiror and each Seller will use all their commercially reasonable efforts (but without any obligation on payment of money or the part making of Pennzoil any other accommodation by Acquiror or FRP Sellers, other than the payment of any transfer fee required for assignment to pay moneyAcquiror of that certain Software License dated April 13, 2004 with Pegasus Imaging Corporation, which amount shall be paid by Acquiror and Parent in equal installments, and without commencing any litigation) to obtain the consent of the other parties to the assignment of any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to FRPAcquiror or as Acquiror may otherwise reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil thereunder so that FRP Acquiror would not in fact receive all such rights, Pennzoil Acquiror and FRP Sellers will cooperate in a mutually agreeable arrangement under which FRP will Acquiror would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing sublicensing or sub-leasing subleasing to FRPAcquiror, or under which Pennzoil will Sellers would enforce for the benefit of FRPAcquiror, with FRP Acquiror assuming Pennzoil's Sellers’ obligations, any and all rights of Pennzoil Sellers against a third party thereto; PROVIDED, HOWEVER, provided that Pennzoil does any such arrangement would not guarantee performance by any other party be reasonably likely to a Purchased Assetdelay the Sellers’ dissolution and liquidation procedures or conflict with Sellers’ obligations pursuant to Section 5.21. Pennzoil Sellers will promptly pay to FRP Acquiror when received all monies received by Pennzoil under Sellers with respect to any Purchased Asset or any claim or right or any benefit arising thereunder. Seller and Acquiror consent to any future actions by any Transferred Individual (including any time spent by such employee) in assisting Sellers in complying with their respective obligations under this Section 1.6, except provided that such actions are reasonably necessary to enable Sellers to so comply with this Section 1.6 and, unless otherwise requested by Acquiror, do not materially interfere with the extent the same represents performance by such Transferred Individual of his duties as an Excluded Assetemployee of Acquiror.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the ▇▇▇▇ of Sale shall not constitute an agreement to assign any Purchased (or any material portion of any) Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof of such Acquired Asset or in any way adversely affect the rights of FRP Purchaser or Pennzoil Seller thereunder. Pennzoil and FRP will Each party hereto shall use all commercially its respective reasonable best efforts (but without any obligation on the part payment of Pennzoil or FRP money by such party to pay moneyany third party) to obtain the consent of the other parties to any such Purchased Acquired Asset or any claim or right or any benefit arising thereunder for the assignment thereof to FRPPurchaser as Purchaser may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Seller thereunder so that FRP Purchaser would not in fact receive all such rights, Pennzoil Seller and FRP will cooperate in Purchaser shall enter a mutually agreeable arrangement under pursuant to which FRP will Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing or sub-leasing to FRPPurchaser, or under which Pennzoil will Seller would enforce for the benefit of FRPPurchaser, with FRP Purchaser assuming PennzoilSeller's obligations, any and all rights of Pennzoil Seller against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil will Seller shall promptly pay to FRP Purchaser when received all monies moneys received by Pennzoil Seller under any Purchased 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 Purchaser shall, to the extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Purchaser and Seller, negotiate in good faith an adjustment in the consideration paid by Purchaser for the Acquired Assets, to the extent not otherwise adjusted pursuant to Article III hereof.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, 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 assignment thereofsuch assignment, without the consent of a third party theretoPerson, would constitute a breach or other contravention thereof of such Asset or in any way adversely affect the rights of FRP Purchaser or Pennzoil Seller or its Affiliates thereunder. Pennzoil Seller and FRP Purchaser will use all their commercially reasonable efforts (but without any obligation on the part payment of Pennzoil or FRP to pay moneymoney by any of them) to obtain the consent of the other parties to such Persons in respect of any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof thereto to FRPPurchaser (or a Purchasing Subsidiary designated by Purchaser) as Purchaser may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil thereunder Seller or its Affiliates hereunder so that FRP Purchaser would not in fact receive all such rights, Pennzoil Seller and FRP Purchaser will cooperate in a mutually agreeable arrangement under pursuant to which FRP will Purchaser (or a Purchasing Subsidiary designated by Purchaser) would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing or sub-leasing to FRPPurchaser (or a Purchasing Subsidiary designated by Purchaser), or under which Pennzoil will Seller or its Affiliates would enforce for the benefit of FRPPurchaser, with FRP Purchaser assuming Pennzoil's Seller’s or its Affiliates’ obligations, any and all rights of Pennzoil Seller or its Affiliates against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Seller will promptly pay to FRP Purchaser when received all monies received by Pennzoil Seller or its Affiliates under any Purchased Asset or any claim or right or any benefit arising thereunder, except and Seller and Purchaser shall continue to cooperate and use all commercially reasonable efforts to obtain such consent and to provide Purchaser with all such rights shall continue to use all reasonable efforts to obtain such consent. Nothing in this Section 5.9 shall affect Purchaser’s other rights under this Agreement and shall not affect the extent conditions to Purchaser’s obligation to close. The provisions of this Section 5.9 shall not limit, modify or otherwise affect any representation or warranty of the same represents an Excluded AssetSelling Subsidiaries or Seller under this Agreement.

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstanding, 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 assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP Buyer, Parent or Pennzoil Seller thereunder. Pennzoil Parent, Seller and FRP Buyer will use all their commercially reasonable efforts (but without any obligation on the part payment of Pennzoil money by Parent, Seller or FRP to pay moneyBuyer) to obtain 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 FRPBuyer as Buyer may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Seller thereunder so that FRP Buyer would not in fact receive all such rights, Pennzoil Parent, Seller and FRP Buyer will cooperate in a mutually agreeable arrangement under which FRP will Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to FRPBuyer, or under which Pennzoil will Parent or Seller would enforce for the benefit of FRPBuyer, with FRP Buyer assuming Pennzoileither Parent's or Seller's obligations, any and all rights of Pennzoil Parent or Seller against a third party thereto; PROVIDED. Parent or Seller, HOWEVERas the case may be, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil will promptly pay to FRP Buyer when received all monies received by Pennzoil Parent or 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. In such event, Parent, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer, Parent and Seller, negotiate in good faith an adjustment in the consideration paid by Buyer for the Purchased Assets. (b) Notwithstanding any other provision of this Agreement, including the foregoing, subsection 2.05(a), the parties agree that with respect to the Contracts listed on Schedule 2.05(b) hereto the following shall apply: (i) Parent, Seller and Buyer shall use their reasonable commercial efforts to secure the consent of the third party customers on such Contracts to an assignment and assumption of the rights and obligations of Parent and Seller under such Contract which pertains to the Business to the Buyer substantially in the form of Exhibit D hereto (each a "Special --------- Assignment"

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Zinc Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way would adversely affect the rights of FRP E-P or Pennzoil EPI thereunder. Pennzoil and FRP ISONICS will use all commercially reasonable its best efforts (but without any obligation on the part of Pennzoil or FRP to pay money) to obtain the consent of the other parties to any such Purchased Zinc Asset or any claim or right or any benefit arising thereunder for the assignment thereof to FRPE-P or EPI as E-P or EPI may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil thereunder so that FRP E-P or EPI or E-P or EPI would not in fact receive all such rights, Pennzoil ISONICS and FRP E-P or EPI will cooperate in a mutually agreeable arrangement under which FRP will obtain ISONICS would provide to E-P or EPI the benefits and assume the obligations thereunder in accordance with the intent of this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing to FRPE-P or EPI, or under which Pennzoil will ISONICS would enforce for the benefit of FRP, with FRP assuming Pennzoil's obligations, E-P or EPI any and all rights of Pennzoil ISONICS against a third party thereto; PROVIDED. From and after the Closing, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil ISONICS will promptly pay to FRP when received E-P or EPI within five (5) Business Days of receipt all monies received by Pennzoil under ISONICS in respect of any Purchased Zinc Asset or any claim or right or any benefit arising thereunder, except . The covenants of each of ISONICS and E-P or EPI set forth in this Section 2.6 shall survive the Closing until the assignment or novation of all Contracts that constitute a portion of the Zinc Assets to E-P or EPI. Nothing in this Section 2.6 will limit the extent applicability of the same represents an Excluded Assetcondition set forth in Section 9.4.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, 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 assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP Buyer or Pennzoil the Seller Parties party thereto thereunder. Pennzoil The Seller Parties and FRP Buyer will use all commercially reasonable their best efforts (but without any obligation on required payment of money to such third parties by either the part of Pennzoil Seller Parties or FRP to pay moneyBuyer) to obtain 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 FRPBuyer as Buyer may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil the Seller Parties thereunder so that FRP Buyer would not in fact receive all such rights, Pennzoil the Seller Parties and FRP Buyer will cooperate in a mutually agreeable arrangement under which FRP will Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to FRPBuyer, or under which Pennzoil will the Seller Parties would enforce for the benefit of FRPBuyer, with FRP Buyer assuming Pennzoil's such Seller Parties' obligations, any and all rights of Pennzoil the Seller Parties against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Each Seller Entity will promptly pay to FRP Buyer when received all monies received by Pennzoil such Seller Entity under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Notwithstanding the foregoing, each Seller Entity will promptly pay to Buyer all payments received by such Seller Entity in accordance with the Subcontract Agreement.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, 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 assignment thereofassignment, without the consent of a third party theretoparty, would constitute a breach of any Business Contract or other contravention thereof Business IP Contract or in any way adversely affect the rights of FRP Buyer, Seller or Pennzoil any of their respective Affiliates thereunder. Pennzoil and FRP Seller will use all commercially its reasonable best efforts (but without any obligation on the part of Pennzoil or FRP to pay money) to obtain the consent of the other parties to any such Business Contract or Business IP Contract or any other Person in connection with the transfer of any other Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to FRPBuyer. If If, on the Closing Date, any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective or ineffective, a violation of Applicable Law or, in Buyer’s reasonable determination, would adversely affect the rights of Pennzoil Buyer (as assignee of Seller) thereto or thereunder so that FRP Buyer would not in fact receive all such rights, Pennzoil and FRP Seller will cooperate in a mutually agreeable an arrangement reasonably agreed upon by the parties under which FRP will Buyer or its designated Affiliate would, in compliance with Applicable Law, obtain the benefits and assume the obligations thereunder in accordance and bear the economic burdens associated with this Agreementthe Purchased Asset, claim, right or benefit, including sub-contractingby subcontracting, sub-licensing sublicensing or sub-leasing subleasing to FRPBuyer, or under which Pennzoil will enforce Seller would enforce, for the benefit of FRPBuyer, with FRP assuming Pennzoil's obligationsand at the expense of Buyer, any and all of its rights of Pennzoil against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by thereto (including any other party to a Governmental Authority) associated with such Purchased Asset. Pennzoil will , claim, right or benefit (collectively, “Third Party Rights”), and Seller would promptly pay to FRP Buyer when received all monies received by Pennzoil it under any Purchased Asset or any claim or right or any benefit arising thereunder. Upon obtaining the requisite third-party consent thereto, except such Business Contract, Business IP Contract or right, if otherwise includable in the Purchased Assets or the transactions contemplated hereby, shall promptly be transferred and assigned to Buyer or its designee hereunder for no additional consideration. The provisions of this Section 2.06 shall in no way (i) limit any obligation of Seller pursuant to this Agreement to seek such consents prior to the extent the same represents an Excluded AssetClosing, (ii) excuse Seller from responsibility for any breach of any of its representations and warranties or covenants hereunder or (iii) impose upon Seller any obligation to incur out-of-pocket expenses in connection with obtaining consents unless Buyer agrees to advance such expenses to Seller.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, 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 assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP Buyer, Parent or Pennzoil Seller thereunder. Pennzoil Parent, Seller and FRP Buyer will use all their commercially reasonable efforts (but without any obligation on the part payment of Pennzoil money by Parent, Seller or FRP to pay moneyBuyer) to obtain the consent of the other parties to any such Purchased Asset (other than customer contracts) or any claim or right or any benefit arising thereunder for the assignment thereof to FRPBuyer as Buyer may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Seller thereunder so that FRP Buyer would not in fact receive all such rights, Pennzoil Parent, Seller and FRP Buyer will cooperate in a mutually agreeable arrangement under which FRP will obtain in order for Seller or Parent to provide Buyer with the same benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to FRPBuyer, or under which Pennzoil will Parent or Seller would enforce for the benefit of FRPBuyer, with FRP Buyer assuming Pennzoileither Parent's or Seller's obligations, any and all rights of Pennzoil Parent or Seller against a third party thereto; PROVIDED. Parent or Seller, HOWEVERas the case may be, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil will promptly pay to FRP Buyer when received all monies received by Pennzoil Parent or 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. Notwithstanding anything herein to the contrary, Buyer, Parent and Seller agree that neither Parent nor Seller shall be liable for the return of any deposit, prepayment or refund of any prepaid amounts under any customer contract set forth Schedule 2.01(A) in the event any customer shall seek to terminate such contract set forth Schedule 2.01(A) or otherwise request or demand a refund of all or part of any such prepaid amounts.

Assignment of Contracts and Rights. Sellers shall use their best efforts to obtain the consent of all third parties whose consent is required to assign to Buyer any Purchased Asset (including the Contracts) or any claim or right or any benefit arising thereunder or resulting therefrom, including the consents listed in Schedule 2.05. Anything in this Agreement to the contrary notwithstanding, 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 assignment thereof, without the consent of a third party theretoparty, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP Buyer or Pennzoil a Seller thereunder. Pennzoil and FRP will use Except with respect to those Contracts identified in Schedule 10.02(d) for which all commercially reasonable consents must be obtained prior to Closing, if after Sellers’ efforts (but without any obligation on the part of Pennzoil or FRP to pay money) to obtain 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 FRP. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Sellers or Buyer thereunder so that FRP Buyer would not in fact receive all such rights, Pennzoil Sellers and FRP Buyer will cooperate in a mutually agreeable arrangement under which FRP will Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing or sub-leasing subleasing to FRPBuyer, or under which Pennzoil will a Seller would enforce for the benefit of FRPBuyer, with FRP Buyer assuming Pennzoil's such Seller’s obligations, any and all rights of Pennzoil such Seller against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Sellers will promptly pay (or cause to FRP be paid) to Buyer when received all monies received by Pennzoil a Seller or any Affiliate of a 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. In the event of any such arrangement, Sellers and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer or Sellers, negotiate in good faith an adjustment in the consideration paid by Buyer for the Purchased Assets, which adjustment shall equal any costs incurred by Buyer to another Person to replace the benefit arising from any such unassigned Purchased Asset.

Assignment of Contracts and Rights. Anything in this Agreement or any other Transaction Document to the contrary notwithstanding, 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 assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof of such Purchased Asset or in any way adversely affect the rights of FRP Buyer or Pennzoil Seller, or any of their respective Subsidiaries, thereunder. Pennzoil Seller and FRP Buyer will use all commercially reasonable their best efforts (but without any obligation on the part payment of Pennzoil or FRP to pay moneymoney by Buyer) to obtain 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 FRPBuyer as Buyer may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Seller or any of its Subsidiaries thereunder so that FRP Buyer would not in fact receive all such rights, Pennzoil Seller and FRP Buyer will cooperate in a mutually agreeable arrangement under which FRP will Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing licensing, or sub-leasing to FRPBuyer, or under which Pennzoil will Seller would enforce for the benefit of FRPBuyer, with FRP Buyer assuming Pennzoil's Seller’s obligations, any and all rights of Pennzoil Seller against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Seller will promptly pay to FRP Buyer when received all monies received by Pennzoil Seller or any of its Subsidiaries under any Purchased 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 Purchased Assets, to the extent not otherwise adjusted pursuant to Section 2.08.

Assignment of Contracts and Rights. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingset forth in this Agreement, this Agreement shall not constitute an agreement to assign assignment of any Purchased Asset claim, contract, license, franchise, lease, commitment, sales order, sales contract, supply contract, service agreement, purchase order, purchase commitment or any claim or other right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP or Pennzoil thereunder. Pennzoil and FRP will use all commercially reasonable efforts (but without any obligation on the part of Pennzoil or FRP to pay money) to obtain Wackenhut Subsidiaries thereunder following 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 FRPClosing. If such consent is not obtained, or if any attempt at an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil the Wackenhut Subsidiaries thereunder following the Closing so that FRP the Wackenhut Subsidiaries would not in fact receive all such rights, Pennzoil the Companies shall (i) cooperate with Wackenhut and FRP will cooperate in a mutually agreeable arrangement under which FRP will obtain the Wackenhut Subsidiaries (at the expense of Wackenhut and the Wackenhut Subsidiaries) to the extent necessary to provide for the Wackenhut Subsidiaries the benefits and assume the obligations thereunder in accordance with this Agreementunder such claim, contract, license, franchise, lease, commitment, sales order, sales contract, supply contract, service agreement, purchase order, purchase commitment or other right or benefit, including sub-contracting, sub-licensing or sub-leasing to FRP, or under which Pennzoil will enforce enforcement for the benefit of FRP, with FRP assuming Pennzoil's obligations, the Wackenhut Subsidiaries of any and all rights of Pennzoil the Companies against a third party thereto; PROVIDEDthereto arising out of the breach or cancellation by such third party or otherwise, HOWEVER(ii) use reasonable commercial efforts to secure the consents of the applicable third parties to the assignment of the foregoing rights and benefits, that Pennzoil does not guarantee performance by and (iii) assign to the appropriate Wackenhut Subsidiaries any other party to a Purchased Asset. Pennzoil will promptly pay to FRP when received all monies received by Pennzoil under any Purchased Asset or any claim or such right or any benefit arising thereunder, except to benefits immediately upon receipt of the extent the same represents an Excluded Assetappropriate consents.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assign assign, any Purchased Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") if an attempted assignment thereofof such Consent-Required Asset, without the consent of a one or more third party theretoparties, would constitute a breach or other contravention thereof or would in any way adversely affect the rights of FRP Buyer or Pennzoil Seller thereunder; PROVIDED, HOWEVER, that once all such consents are obtained, this Agreement shall automatically effect an immediate assignment of such Consent-Required Asset without further action by either party hereto. Pennzoil Buyer and FRP Seller will use all their commercially reasonable efforts (but without which shall not be deemed to require any obligation on the part payment of Pennzoil money or FRP to pay moneyother value by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Consent-Required Asset or any claim or right or any benefit arising thereunder for the assignment thereof to FRPBuyer as Buyer may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Seller thereunder so that FRP Buyer would not in fact receive all such rights, Pennzoil Seller and FRP Buyer will cooperate in a mutually agreeable arrangement under which FRP will Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, contracting or sub-licensing or sub-leasing to FRPBuyer, or under which Pennzoil will Seller would enforce for the benefit of FRPBuyer, with FRP Buyer assuming PennzoilSeller's obligations, any and all rights of Pennzoil Seller against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Seller will promptly pay or assign to FRP Buyer when received all monies received by Pennzoil under Seller with respect to any Purchased Consent-Required Asset or and any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Nothing in this Section 2(d) shall be construed to diminish the representations, warranties and covenants of Seller respecting such consents.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Contributed Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof of such Contributed Asset or in any way adversely affect the rights of FRP the relevant Business Transferor or Pennzoil Business Transferee thereunder. Pennzoil Each Business Transferor and FRP Business Transferee will use all commercially their reasonable best efforts (but without any obligation on the part payment of Pennzoil money, transfer of assets or FRP to pay moneyprovision of other services by such parties) to obtain the consent of the other parties to any such Purchased Contributed Asset or any claim or right or any benefit arising thereunder for the assignment thereof to FRPthe relevant Business Transferee as such Business Transferee may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil the relevant Business Transferor thereunder so that FRP the relevant Business Transferee would not in fact receive all such rights, Pennzoil and FRP such parties will cooperate in a mutually agreeable arrangement under which FRP will the relevant Business Transferee would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing sublicensing, or sub-leasing subleasing to FRPsuch Business Transferee, or under which Pennzoil will the relevant Business Transferor would enforce for the benefit of FRPsuch Business Transferee, with FRP such Business Transferee assuming Pennzoilsuch Business Transferor's obligations, any and all rights of Pennzoil such Business Transferor against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Each Business Transferor will promptly pay to FRP the relevant Business Transferee when received all monies received by Pennzoil such Business Transferor under any Purchased Contributed Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.. In such event, such

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstanding, 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 there from if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof thereof, be ineffective with respect to any party thereto or in any way materially and adversely affect the rights of FRP or Pennzoil Sellers or, upon transfer, Buyer thereunder. Pennzoil . (b) Sellers agree that between the date hereof and FRP the Closing Date they will use all commercially reasonable their best efforts (but without any obligation on the part of Pennzoil or FRP to pay moneyother than paying consideration) to obtain the necessary consents to the assignment of each Contract or other Pur chased Asset which by its terms requires the consent of any of the other contracting parties thereto to any such Purchased Asset or any claim or right or any benefit arising thereunder for the an assignment thereof to FRPBuyer. If (x) such consent is not obtainedobtained with respect to any such Contract or other Purchased Asset and (y) notwithstanding the provisions of Section 7.2(g), or if an attempted assignment thereof would be ineffective or would adversely affect Buyer elects to consummate the Closing, each of the Sellers and Buyer will use their reasonable best efforts to arrange for Buyer to obtain, to the extent practicable, the claims, rights of Pennzoil thereunder so that FRP would not in fact receive all such rights, Pennzoil and FRP will cooperate in a mutually agreeable arrangement under which FRP will obtain the benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing or sub-leasing to FRPBuyer, or under which Pennzoil will Sellers shall enforce for the benefit of FRPBuyer, with FRP Buyer assuming Pennzoil's Sellers' obligations, any and all claims, rights and benefits of Pennzoil Sellers against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Sellers will promptly pay to FRP Buyer when received all monies received by Pennzoil Sellers under any Contract or other Purchased Asset or any claim or claim, right or any benefit arising thereunder, except thereunder that has been assigned to Buyer or which Sellers have made an arrangement to the extent satisfaction of Buyer pursuant to this Section 2.4. Buyer agrees to perform at its sole expense all of the same represents an Excluded Assetobligations of Sellers to be performed after the Closing Date under any such Contract or other Purchased Asset which Buyer is receiving pursuant to the provisions of this Section 2.4, and will promptly reimburse Sellers for any reasonable payments or costs Sellers incur with respect to such obligations.

Assignment of Contracts and Rights. Anything Notwithstanding, anything in this Agreement to the contrary notwithstandingcontrary, 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 assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP Buyer or Pennzoil Seller thereunder. Pennzoil Seller and FRP will Foster agree to use all their commercially reasonable best efforts (but without ▇▇▇ ▇ithout any obligation on the part payment of Pennzoil money by Seller or FRP to pay moneyBuyer) to obtain 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 FRPBuyer as Buyer may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Seller thereunder so that FRP Buyer would not in fact receive all such rights, Pennzoil Seller and FRP Buyer will cooperate in a mutually agreeable arrangement under which FRP will Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing licensing, or sub-leasing subleasing to FRPBuyer, or under which Pennzoil will Seller or Foster would enforce for the benefit of FRPBuyer, with FRP assuming PennzoilBuyer assum▇▇▇ ▇▇ller's obligations, any and all rights of Pennzoil Seller or Foster against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party to a Purchased Asset. Pennzoil Seller or Foster will promptly pro▇▇▇▇▇ pay to FRP Buyer when received all monies received by Pennzoil rece▇▇▇▇ ▇y 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. In such event, Seller, Foster and Buyer shall, to the extent the benefits therefrom an▇ ▇▇▇▇gations thereunder have not been provided by alternate arrangements satisfactory to Buyer, Seller and Foster, negotiate in good faith an adjustment in the considerat▇▇▇ ▇▇id by Buyer for the Purchased Assets.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset of the CRC Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of FRP Buyer or Pennzoil Seller thereunder. Pennzoil and FRP Seller will use all commercially reasonable efforts (but without any obligation on the part of Pennzoil or FRP to pay money) to obtain the consent of the other parties to any such Purchased CRC Asset or any claim or right or any benefit arising thereunder for required to permit the assignment thereof to FRPBuyer; provided, however, that neither Buyer nor Seller shall be required to make any material payment or agree to any material undertaking in connection therewith, except for payments due upon assignment expressly provided for in such agreements. Seller shall be responsible at its sole cost to obtain the consent of each landlord under a Leased Property to the assignment or sublease thereof. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Pennzoil Seller thereunder so that FRP Buyer would not in fact receive all such rights, Pennzoil Seller and FRP Buyer will cooperate in a mutually agreeable arrangement arrangement, as Buyer and Seller shall agree, under which FRP will Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contractingsubcontracting, sub-licensing sublicensing or sub-leasing subleasing to FRPBuyer, or under which Pennzoil will Seller would enforce for the benefit of FRPBuyer, with FRP Buyer assuming PennzoilSeller's obligations, obligations and any and all rights of Pennzoil Seller against a third party thereto; PROVIDED, HOWEVER, that Pennzoil does not guarantee performance by any other party . Seller will pay promptly to a Purchased Asset. Pennzoil will promptly pay to FRP Buyer when received all monies received by Pennzoil Seller after the Closing Date under any Purchased Asset of the CRC Assets or any claim or right or any benefit arising thereunder, except . Notwithstanding anything to the extent contrary contained herein, Seller covenants that the same represents Contracts that are indicated with an Excluded Assetasterisk on Schedule 5.04 (the "Required Consent Contracts") will be transferred and assigned to Buyer on the Closing Date and that Seller will have obtained, as of the Closing Date, all consents necessary to assign to Buyer the Required Consent Contracts without causing any default, acceleration or termination under any such Contracts. Provided that Seller uses commercially reasonable efforts to obtain such consents and subject to this Section 3.01(c), Buyer agrees that neither Times Mirror nor Seller shall have any liability whatsoever arising out of or relating to the failure to obtain any consents (other than consents related to Required Consent Contracts) that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termination of any CRC Asset as a result thereof.