Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. (a) Notwithstanding anything to the contrary contained in this Agreement (other than Section 2.3), this Agreement and the other Transaction Documents shall not constitute an agreement to assign or transfer any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, if an attempted assignment thereof, without consent of any third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer thereunder. (b) Prior to Closing, Seller will use its commercially reasonable efforts to obtain the consent of all necessary third parties to any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset that is not assignable or transferable to Buyer either by virtue of the provisions thereof or under applicable Legal Requirement without the consent of one or more third parties, for the assignment thereof to Buyer or its designated Affiliate; provided however, that Seller shall not be required to make any payment or concession in order to obtain any such authorizations, approvals, consents or waivers. (c) If any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset is not assignable or transferable to Buyer either by virtue of the provisions thereof or under applicable Legal Requirement without the consent of one or more third parties (each a “Non-Assignable Right”), Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement until such consent is obtained; provided however, that Seller shall not be required to make any payment or concession in order to obtain any such authorizations, approvals, consents or waivers. (d) If any such consent cannot be obtained prior to the Closing, then notwithstanding anything to the contrary in this Agreement or the Transaction Documents, (i) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Right and (A) Seller shall use its commercially reasonable efforts to obtain such consent as soon as practicable after Closing and (B) Buyer shall cooperate, to the extent commercially reasonable with Seller in Seller’s efforts to obtain such consent; and (ii) at Buyer’s election, (A) the Non-Assignable Right shall be an Excluded Asset and Buyer shall have no obligation pursuant to Section 1.1(a) or Section 1.3(a) or otherwise with respect to any such Non-Assignable Right or any Liability with respect thereto or (B) Seller shall use its commercially reasonable efforts to cooperate in an arrangement under which Buyer would obtain the benefits and assume the obligations of such Non-Assignable Right, including by (1) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Buyer and Seller and (2) enforcing, at the cost and for the account of Buyer, any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise. Notwithstanding the foregoing, no Party hereto shall be required to make any payment or concession in order to obtain any authorizations, approvals, consents or waivers.

Assignment of Contracts and Rights. (a) Notwithstanding anything To the extent that any Assigned Contract to be sold, transferred, conveyed or assigned (any such sale, transfer, conveyance or assignment, a “Transfer”) to the contrary contained Purchaser or its designated Affiliate pursuant to the terms of Section 2.01(a) is not capable of being Transferred to the Purchaser (after giving effect to the Sale Orders) without the Consent of a third Person (each such Assigned Contract, a “Consent Pending Contract”), or if such Transfer or attempted Transfer would, or if the subsequent Transfer or attempted Transfer of the equity interests of the Purchaser would, constitute a breach thereof or a violation of any Law, nothing in this Agreement (other than Section 2.3), this Agreement and the other Transaction Documents shall not constitute an agreement to assign or transfer any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, if an attempted assignment thereof, without consent of any third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect document, agreement or instrument delivered pursuant to this Agreement will constitute a Transfer or an attempted Transfer thereof prior to the rights time at which all Consents necessary for such Transfer will have been obtained unless in respect of Buyer thereunderAssigned Contracts, an Order of the a Bankruptcy Court is sufficient to effect such Transfer without Consent, and such Order has been entered, has become a Final Order and is in form and substance satisfactory to the Purchaser. (b) Prior At the written direction of the Purchaser, the Sellers shall hold and not reject pursuant to ClosingSection 365 of the Bankruptcy Code, Seller will or disclaim pursuant to the CCAA (if applicable), any Consent Pending Contracts for a period of sixty (60) days following the Closing Date (the “Contract Retention Period”) and, after receiving further written notice(s) (each, an “Assumption Notice”) from the Purchaser during the Contract Retention Period requesting assumption and assignment of any Consent Pending Contract, the Sellers shall, subject to the demonstration or showing by the Purchaser of adequate assurance of future performance thereunder (if applicable), use its commercially reasonable efforts to obtain the consent of all necessary third parties to any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset that is not assignable or transferable to Buyer either by virtue of the provisions thereof or under applicable Legal Requirement without the consent of one or more third parties, for the assignment thereof to Buyer or its designated Affiliate; provided however, that Seller shall not be required to make any payment or concession in order to obtain any such authorizations, approvals, consents or waivers. (c) If any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset is not assignable or transferable to Buyer either by virtue of the provisions thereof or under applicable Legal Requirement without the consent of one or more third parties (each a “Non-Assignable Right”), Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement until such consent is obtained; provided however, that Seller shall not be required to make any payment or concession in order to obtain any such authorizations, approvals, consents or waivers. (d) If any such consent cannot be obtained prior to the Closing, then notwithstanding anything to the contrary in this Agreement or the Transaction Documents, (i) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Right and (A) Seller shall use its commercially reasonable efforts to obtain such consent as soon as practicable after Closing assume and (B) Buyer shall cooperate, assign to the extent commercially reasonable with Seller in Seller’s efforts to obtain such consent; and (ii) at Buyer’s election, (A) the Non-Assignable Right shall be an Excluded Asset and Buyer shall have no obligation Purchaser pursuant to Section 1.1(a) or Section 1.3(a) or otherwise with respect to any such Non-Assignable Right or any Liability with respect thereto or (B) Seller shall use its commercially reasonable efforts to cooperate in an arrangement under which Buyer would obtain the benefits and assume the obligations of such Non-Assignable Right, including by (1) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Buyer and Seller and (2) enforcing, at the cost and for the account of Buyer, any and all rights of Seller against the other party thereto arising out 365 of the breach or cancellation thereof by Bankruptcy Code such party or otherwise. Notwithstanding the foregoingConsent Pending Contract, no Party hereto shall be required to make any payment or concession in order to obtain any authorizations, approvals, consents or waivers.and

Assignment of Contracts and Rights. (a) Notwithstanding anything to the contrary Anything contained in this Agreement (other than Section 2.3)to the contrary notwithstanding, this Agreement and the other Transaction Documents shall not constitute an agreement or attempted agreement to transfer, sublease or assign or transfer any assumed Contract or Permit constituting a Purchased Asset, any Claim or right with respect to any other Purchased Assetbenefit arising thereunder or resulting therefrom, if an attempted transfer, sublease or assignment thereof, without the required consent of any third other party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of the Buyer or the Seller thereunder. (b) Prior to Closing, . The Seller will shall use its commercially reasonable best efforts to obtain the consent of all necessary any such third parties party to any Contract the transfer, sublease or Permit constituting a Purchased Asset, or any other Purchased Asset that is not assignable or transferable to Buyer either by virtue of the provisions thereof or under applicable Legal Requirement without the consent of one or more third parties, for the assignment thereof to the Buyer in cases in which such consent is required for such transfer, sublease or its designated Affiliate; provided however, that Seller shall not be required to make any payment or concession in order to obtain assignment. If any such authorizations, approvals, consents or waivers. (c) If any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset consent is not assignable or transferable to Buyer either by virtue of obtained, the provisions thereof or under applicable Legal Requirement without the consent of one or more third parties (each a “Non-Assignable Right”), Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement until such consent is obtained; provided however, that Seller shall not be required to make any payment or concession in order to obtain any such authorizations, approvals, consents or waivers. (d) If any such consent cannot be obtained prior to the Closing, then notwithstanding anything to the contrary in this Agreement or the Transaction Documents, (i) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Right and (A) Seller shall use its commercially reasonable efforts to obtain such consent as soon as practicable after Closing and (B) Buyer shall cooperate, to the extent commercially reasonable with Seller in Seller’s efforts to obtain such consent; and (ii) at Buyer’s election, (A) the Non-Assignable Right shall be an Excluded Asset and Buyer shall have no obligation pursuant to Section 1.1(a) or Section 1.3(a) or otherwise with respect to any such Non-Assignable Right or any Liability with respect thereto or (B) Seller shall use its commercially reasonable best efforts to cooperate with the Buyer in an arrangement under which reasonable and lawful arrangements designed to provide for the Buyer would obtain the benefits and assume the obligations of such Non-Assignable Rightthereunder, including (a) adherence to reasonable procedures established by (1) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable the Buyer for the immediate transfer to the Buyer and of any payments or other funds received by the Seller thereunder and (2b) enforcing, at the cost and enforcement for the account benefit of Buyer, the Buyer of any and all rights of the Seller thereunder against the other party or parties thereto arising out of the breach or cancellation thereof by such other party or parties or otherwise. Notwithstanding All costs incurred by the foregoing, no Party hereto shall be required to make any payment or concession in order Buyer to obtain any authorizationsconsent pursuant to this Section 2.6 shall be reimbursed by the Seller within ten (10) days following receipt of notice of such costs from the Buyer. Nothing contained in this Section 2.6 shall be construed to negate or diminish, approvalsas between the Seller and the Buyer, consents or waiversthe covenants and obligations of the Seller to transfer and deliver the Purchased Assets to the Buyer as provided in this Agreement.

Assignment of Contracts and Rights. (a) Notwithstanding anything To the extent that any Contract to be sold, transferred, conveyed or assigned (any sale, transfer, conveyance or assignment, a “Transfer”) to the contrary contained Purchaser pursuant to the terms of Section 2.01 is not capable of being Transferred to the Purchaser (after giving effect to the Sale Order) without the Consent of a third Person (each such Contract, a “Consent Pending Contract”), or if such Transfer or attempted Transfer would, or if the subsequent Transfer or attempted Transfer of the equity interests of the Purchaser would, constitute a breach thereof or a violation of any Law, nothing in this Agreement (other than Section 2.3), this Agreement and the other Transaction Documents shall not constitute an agreement to assign or transfer any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, if an attempted assignment thereof, without consent of any third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect document, agreement or instrument delivered pursuant to this Agreement will constitute a Transfer or an attempted Transfer thereof prior to the rights time at which all Consents necessary for such Transfer will have been obtained unless an Order of Buyer thereunderthe Bankruptcy Court effects such Transfer without Consent. (b) Prior Sellers shall hold and not reject pursuant to Closing, Seller will use its commercially reasonable efforts to obtain the consent of all necessary third parties to any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset that is not assignable or transferable to Buyer either by virtue section 365 of the provisions thereof or under applicable Legal Requirement without Bankruptcy Code any Consent Pending Contracts for a period of sixty (60) days following the consent of one or more third partiesClosing Date (the “Contract Retention Period”) and, for the assignment thereof to Buyer or its designated Affiliate; provided however, that Seller shall not be required to make any payment or concession in order to obtain any such authorizations, approvals, consents or waivers. (c) If any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset is not assignable or transferable to Buyer either by virtue of the provisions thereof or under applicable Legal Requirement without the consent of one or more third parties (each a “Non-Assignable Right”), Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement until such consent is obtained; provided however, that Seller shall not be required to make any payment or concession in order to obtain any such authorizations, approvals, consents or waivers. (d) If any such consent cannot be obtained prior to the Closing, then notwithstanding anything to the contrary in this Agreement or the Transaction Documents, (i) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Right and (A) Seller shall use its commercially reasonable efforts to obtain such consent as soon as practicable after Closing receiving further written notice(s) (each, an “Assumption Notice”) from Purchaser during the Contract Retention Period requesting assumption and (Bassignment of any Consent Pending Contract, the Sellers shall, subject to Purchaser’s demonstrating adequate assurance of future performance thereunder, take all actions reasonably necessary to seek to assume and assign to Purchaser pursuant to section 365 of the Bankruptcy Code any Contract(s) Buyer shall cooperateset forth in an Assumption Notice, to the extent commercially reasonable with Seller in Seller’s efforts to obtain such consent; and (ii) at Buyer’s election, (A) the Non-Assignable Right any applicable Determined Cure Cost shall be an Excluded Asset satisfied in accordance with Section 2.09 hereof. The Sellers agree and Buyer acknowledge that the covenant set forth in this Section 2.14(b) shall have no obligation pursuant to Section 1.1(a) or Section 1.3(a) or otherwise survive the Closing; provided, that, with respect to any Consent Pending Contract, Purchaser shall compensate the Sellers for Liabilities for the continuation of such Non-Assignable Right Consent Pending Contracts during the Contract Retention Period up to and including the date which is ten (10) days following Sellers’ receipt of written notice from Purchaser authorizing rejection of the same or, in the case of any Consent Pending Contracts that relate to any Owned Real Property or any Liability with respect thereto or Leased Real Property, the date which is forty-five (B45) Seller days following Sellers’ receipt of written notice from Purchaser authorizing rejection of the same, it being understood and agreed that Sellers’ obligation to assume and assign any Consent Pending Contract shall use its commercially reasonable efforts to cooperate in an arrangement under which Buyer would obtain the benefits and assume the obligations be conditioned upon Purchaser’s payment of such Non-Assignable Right, including by (1) entering into appropriate amounts and reasonable alternative arrangements on terms mutually agreeable that Purchaser’s covenant to Buyer and Seller and (2) enforcing, at pay such amounts shall survive the cost and for Closing until the account of Buyer, any and all rights of Seller against the other party thereto arising out termination of the breach or cancellation thereof Contract Retention Period unless otherwise authorized by such party or otherwisePurchaser by written notice to Sellers to be rejected. Notwithstanding anything in this Agreement to the foregoingcontrary, no Party hereto on the date any Contract is assumed and assigned to Purchaser pursuant to this Section 2.14(b), such Contract shall be required deemed an Assigned Contract and deemed scheduled on Section 3.12(a) under the appropriate heading for all purposes under this Agreement. Sellers shall have the right at any time following the expiration of the Contract Retention Period to make reject any payment or concession in order Consent Pending Contracts pursuant to obtain any authorizations, approvals, consents or waiverssection 365 of the Bankruptcy Code.

Assignment of Contracts and Rights. (a) Notwithstanding anything Anything contained herein to the contrary contained in this Agreement (other than Section 2.3)notwithstanding, this Agreement and the other Transaction Documents shall will not constitute an assignment, an attempted assignment or an agreement to assign or transfer any Assumed Contract or Permit constituting that is intended to be a Purchased Asset, or any other Purchased Transferred Asset, if an assignment or attempted assignment thereof, of the same without the consent of any third other party thereto, or parties thereto would constitute a breach or other contravention thereof or violation of any Applicable Law or (A) result in any way adversely affect increase in any payment or change in any term, (B) give rise to any right of amendment, termination, cancellation or acceleration of any right or obligation or to a loss of benefit or (C) grant any repayment or repurchase rights to any Person, which, in the case of (A), (B) or (C) above, is adverse to Seller or, upon transfer, Buyer or any of its Affiliates, and the consent of such party or parties shall not have been obtained on or prior to the Closing. If any such consent is not obtained on or prior to the Closing and as a result thereof Buyer shall be prevented from receiving the rights of Buyer thereunder. and benefits with respect to the Transferred Assets intended to be transferred hereunder, then (b1) Prior to Closing, Seller will use its commercially reasonable efforts to obtain (x) cause the consent full benefits of all necessary third parties to any such Assumed Contract or Permit constituting a Purchased Assetto be provided to Buyer, (y) subject to Buyer’s performance pursuant to clause (2) below, hold in trust for, and pay promptly or cause to be paid promptly to, Buyer when received all monies and other properties received by Seller or any other Purchased Asset that is not assignable of its Subsidiaries under any such Assumed Contract, and (z) enforce at the request of and for the benefit of Buyer, and at Buyer’s expense, any rights of Seller or transferable any of its Subsidiaries arising under any such Assumed Contract or Permit; and (2) in consideration of Seller providing or causing to be provided to Buyer either by virtue of the provisions thereof or under applicable Legal Requirement without the consent of one or more third partiesfull benefits thereof, for the assignment thereof to Buyer or its designated Affiliate; provided however, that Seller shall not be required to make any payment or concession in order to obtain any such authorizations, approvals, consents or waivers. (c) If any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset is not assignable or transferable to Buyer either by virtue of the provisions thereof or under applicable Legal Requirement without the consent of one or more third parties (each a “Non-Assignable Right”), Seller shall will use its commercially reasonable efforts to obtain such consents after perform and discharge on behalf of Seller, all of Seller’s Liabilities thereunder that are Assumed Liabilities in accordance with the execution of this Agreement until such consent is obtained; provided howeverprovisions thereof. Subject to Section 5.06, Buyer agrees that Seller shall not be required have any liability to make any payment Buyer arising out of or concession in order relating to the failure to obtain any such authorizationsconsent that may be required in connection with the transactions contemplated by this Agreement or because of any circumstances resulting therefrom. Buyer further agrees that no representation, approvalswarranty or covenant of Seller herein shall be breached or deemed breached and, consents except as provided in Section 6.01(g), no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or waiversany circumstances resulting therefrom or (ii) any suit, action, proceeding or investigation 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. (db) If any such consent cannot be obtained prior to Following the Closing, then notwithstanding anything to the contrary in this Agreement or the Transaction Documents, (i) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Right and (A) Seller Parties shall use its commercially reasonable efforts efforts, and shall cooperate with each other, to obtain such consent as soon as practicable after promptly all consents of third parties not obtained on or prior to Closing and (B) Buyer shall cooperate, to the extent commercially reasonable with Seller in Seller’s efforts to obtain such consent; and (ii) at Buyer’s election, (A) the Non-Assignable Right shall be an Excluded Asset and Buyer shall have no obligation pursuant to Section 1.1(a) or Section 1.3(a) or otherwise with respect to Material Assumed Contracts; provided, however, that neither Party nor any such Non-Assignable Right or any Liability with respect thereto or (B) Seller shall use its commercially reasonable efforts to cooperate in an arrangement under which Buyer would obtain the benefits and assume the obligations of such Non-Assignable Right, including by (1) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Buyer and Seller and (2) enforcing, at the cost and for the account of Buyer, any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise. Notwithstanding the foregoing, no Party hereto Party’s Subsidiaries shall be required to make pay any payment consideration therefor other than as provided by Section 5.06. Once each such consent has been obtained, Seller shall promptly sell, assign, transfer, convey and license such Material Assumed Contract to Buyer for no additional consideration. Applicable transfer Taxes in connection with each such sale, assignment, transfer, conveyance and license shall be paid in accordance with Section 5.10(e). (c) No other rights are granted hereunder, by implication, estoppel, statute or concession otherwise, except as expressly provided herein or in order to obtain any authorizations, approvals, consents or waiversother Acquisition Document.

Assignment of Contracts and Rights. (a) Notwithstanding anything With respect to the contrary contained in this Agreement (other than Section 2.3), this Agreement and the other Transaction Documents shall not constitute an agreement to assign or transfer any Assumed Contract or Permit constituting a Purchased Assetsecurity clearance (i) which by its terms requires the consent, or any other Purchased Assetapproval, if an attempted assignment thereof, without consent novation and/or waiver of any third party theretoto the assignment of such assumed contract from Seller to Buyer, or (ii) the transfer or attempted transfer of which would constitute a breach or other contravention thereof a violation of any applicable law, nothing in this Agreement shall constitute a transfer or in any way adversely affect the rights of Buyer thereunderattempted transfer thereof. (b) Prior With respect to any Assumed Contract or security clearance subject to paragraph (a), above and as a material inducement for Buyer to enter into this Agreement, the Seller shall use its best efforts obtain all necessary consents and approvals as promptly as possible after Closing and: (i) Effective as of the Closing Date, Buyer shall receive the claims, rights and benefits, and assume the corresponding obligations, under the such Assumed Contracts in accordance with this Agreement and, to the extent necessary, Seller and Buyer shall enter into arrangements, including, but not limited to, subcontracting, sub-licensing or sub-leasing arrangements, or other arrangements reasonably satisfactory to Buyer under which Seller would enforce such Assumed Contracts for the benefit of Buyer, with Buyer assuming Seller's rights and obligations, including any and all claims, rights and benefits of Seller against a third party thereto; (ii) Commencing on the Closing Date and continuing thereafter, Seller shall promptly pay to Buyer all monies received by Seller under such Assumed Contracts (including with respect to receivables) or any claims, rights or benefits arising thereunder not assigned or transferred directly to Buyer; (iii) Seller shall enter into arrangements reasonably satisfactory to Buyer to secure for Buyer use of all intellectual property rights (whether or not constituting Purchased Assets) necessary to perform under such Assumed Contracts in substantially the same manner as prior to Closing; and (iv) Seller shall enter into arrangements reasonably satisfactory to Buyer, Seller will use its commercially reasonable efforts and to obtain the consent of all necessary third parties to any Contract or Permit constituting a Purchased Assetextent legally permissible, or any other Purchased Asset that is not assignable or transferable to under which Buyer either by virtue shall obtain, effective as of the provisions thereof or under applicable Legal Requirement without Closing Date, the consent benefits of one or more third partiessuch permits, for authorizations, and security clearances as are necessary to operate the assignment thereof to Buyer or its designated Affiliate; provided however, that Seller shall not be required to make any payment or concession in order to obtain Business and perform any such authorizationsAssumed Contract, approvalswithout limitation, consents or waiverssubcontracting, subleasing and sublicensing arrangements. (c) If any With respect to each Assumed Contract or Permit constituting a Purchased Asset, or any other Purchased Asset that is not assignable or transferable transferred at the time of Closing, such Assumed Contract shall transfer automatically to Buyer either by virtue Buyer, in accordance with all of the terms and provisions thereof or under applicable Legal Requirement without the consent of one or more third parties (each a “Non-Assignable Right”), Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement until and such consent is obtained; provided howeverAssumed Contract, that Seller shall not be required to make any payment or concession in order to obtain any such authorizations, approvals, consents or waivers. (d) If any such consent cannot be obtained prior to immediately upon the Closing, then notwithstanding anything to the contrary in this Agreement or the Transaction Documents, (i) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer attainment of the Non-Assignable Right and (A) Seller shall use its commercially reasonable efforts to obtain such consent as soon as practicable after Closing and (B) Buyer shall cooperate, to the extent commercially reasonable with Seller in Seller’s efforts to obtain such consent; and (ii) at Buyer’s election, (A) the Non-Assignable Right shall be an Excluded Asset and Buyer shall have no obligation pursuant to Section 1.1(a) or Section 1.3(a) or otherwise with respect to any such Non-Assignable Right or any Liability with respect thereto or (B) Seller shall use its commercially reasonable efforts to cooperate in an arrangement under which Buyer would obtain the benefits and assume the obligations of such Non-Assignable Right, including by (1) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Buyer and Seller and (2) enforcing, at the cost and for the account of Buyer, any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise. Notwithstanding the foregoing, no Party hereto shall be required to make any payment or concession in order to obtain any authorizations, approvals, consents or waiversdescribed above.

Assignment of Contracts and Rights. (a) Notwithstanding anything to the contrary contained Nothing in this Agreement (other than Section 2.3)shall be construed as an attempt to assign, this Agreement and the other Transaction Documents Buyer shall not constitute an agreement to assign or transfer assume any Liabilities with respect to, any Contract or Permit constituting a Purchased Transferred Asset, or any other Purchased Transferred Asset, if an attempted that by Law is nonassignable, or that by its terms is nonassignable without the Consent of the other party or parties thereto to the extent such party or parties assert in writing that such assignment thereof, without consent of any third party thereto, would constitute is a breach of such Contract or Permit, or as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. With respect to any Contract, Permit or other contravention thereof Transferred Asset of the type described in the preceding sentence, and any claim, right or in any way adversely affect benefit arising thereunder or resulting therefrom, promptly after the rights date hereof, to the extent required by the terms of Buyer thereunder. (b) Prior to Closingthe Contract, Permit or other Transferred Asset, Seller will shall use its commercially reasonable best efforts to obtain the consent written Consent of all necessary third the other parties to any Contract such Contract, Permit or Permit constituting a Purchased Asset, or any other Purchased Transferred Asset that is not assignable or transferable to Buyer either by virtue of the provisions thereof or under applicable Legal Requirement without the consent of one or more third parties, for the assignment thereof to Buyer or its designated Affiliatein form and substance reasonably satisfactory to Buyer; provided provided, however, that Seller such efforts shall not be required require Seller or any of its Affiliates to make incur any payment expenses or concession in order Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such authorizations, approvals, consents or waiversconsent. (cb) If any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset such Consent is not assignable or transferable obtained with respect to Buyer either by virtue of the provisions thereof or under applicable Legal Requirement without the consent of one or more third parties (each a “Non-Assignable Right”), Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement until such consent is obtained; provided however, that Seller shall not be required to make any payment or concession in order to obtain any such authorizationsContract, approvals, consents Permit or waivers. (d) If any such consent cannot be obtained other Transferred Asset prior to the Closing, then notwithstanding anything in addition to any other remedy available to Buyer at law or in equity, at Seller’s expense, Seller shall, from and after the contrary Closing, use reasonable best efforts to take all actions and do or cause to be done all such things as shall in this Agreement the good faith judgment of Buyer or the Transaction Documents, its counsel be reasonably necessary or proper: (i) this Agreement to ensure that the claims, rights and benefits with respect to such Contract, Permit or other Transferred Asset are preserved for Buyer or for the related instruments benefit of transfer shall not constitute an assignment Buyer (including by entering into a subcontracting or transfer of the Non-Assignable Right and (A) Seller shall use its commercially reasonable efforts to obtain such consent as soon as practicable after Closing and (B) Buyer shall cooperatesubleasing arrangement with Buyer, to the extent commercially reasonable with Seller in Seller’s efforts to obtain such consentif permitted); and (ii) at Buyer’s electionto facilitate receipt of, (A) the Non-Assignable Right shall be an Excluded and promptly pay to, Buyer all monies received by Seller under any such Contract, Permit or other Transferred Asset and or any claim, right or benefit arising thereunder not transferred to Buyer shall have no obligation pursuant to this Section 1.1(a) or Section 1.3(a) or otherwise with respect to any such Non-Assignable Right or any Liability with respect thereto or (B) Seller shall use its commercially reasonable efforts to cooperate in an arrangement under which Buyer would obtain the benefits and assume the obligations of such Non-Assignable Right, including by (1) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Buyer and Seller and (2) enforcing, at the cost and for the account of Buyer, any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise. Notwithstanding the foregoing, no Party hereto shall be required to make any payment or concession in order to obtain any authorizations, approvals, consents or waivers2.5.

Assignment of Contracts and Rights. As promptly as practicable but subject to the terms of this Section 5.11, Parent and the Sellers shall, and shall cause their applicable Affiliates to, use commercially reasonable efforts to assign in whole all the Assigned Contracts to one of the Companies and assign in part (ato the extent relating to the Business) the Shared Contracts to one of the Companies. Notwithstanding anything to the contrary contained in this Agreement (other than Section 2.3)Agreement, this Agreement and the other Transaction Documents shall not constitute an agreement to assign or transfer any Shared Contract, any Assigned Contract or Permit constituting a Purchased Asset, any claim or right or any other Purchased Asset, benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of any a third party thereto, would constitute a breach of or other contravention thereof default under such Shared Contract or such Assigned Contract or in any material way adversely affect the rights of Buyer any Seller, any Company or any of their respective Affiliates thereunder. (b) Prior . With respect to Closingany Shared Contract or any Assigned Contract, Seller will from and after the date hereof, the Sellers shall use its commercially reasonable efforts efforts, and shall keep Buyer reasonably informed of their progress, to obtain the any required consent of all necessary third parties to any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset that is not assignable or transferable to Buyer either by virtue of the provisions thereof or under applicable Legal Requirement without the consent of one or more third parties, for the assignment thereof (in whole or in part, as applicable), transfer or sublicense of such Shared Contract or of such Assigned Contract to Buyer. Promptly following any such consent being obtained, Parent or the Sellers shall assign and transfer, or sublicense, to Buyer or its designated Affiliate; provided however, that Seller shall not be required to make any payment or concession in order to obtain any such authorizations, approvals, consents or waivers. (c) If any Shared Contract or Permit constituting a Purchased Asset, or any other Purchased Asset is not assignable or transferable to Buyer either by virtue of the provisions thereof or under applicable Legal Requirement without the consent of one or more third parties (each a “Non-Assignable Right”), Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement until Assigned Contract for no additional consideration. If such consent is not obtained; provided however, that Seller shall not be required to make any payment or concession in order to obtain any such authorizationsParent, approvalsthe Sellers and Buyer will, consents or waivers. for a period of six (d6) If any such consent cannot be obtained prior to months following the Closing, then notwithstanding anything to the contrary in this Agreement or the Transaction Documents, (i) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Right and (A) Seller shall use its commercially reasonable efforts to obtain such consent as soon as practicable after Closing and (B) Buyer shall cooperate, to the extent commercially reasonable with Seller in Seller’s efforts to obtain such consent; and (ii) at Buyer’s election, (A) the Non-Assignable Right shall be an Excluded Asset and Buyer shall have no obligation pursuant to Section 1.1(a) or Section 1.3(a) or otherwise with respect to any such Non-Assignable Right or any Liability with respect thereto or (B) Seller shall use its commercially reasonable efforts to cooperate in an a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations of such Non-Assignable Rightthereunder in accordance with this Agreement, including by (1) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable subcontracting, sublicensing, or subleasing to Buyer and Buyer, or under which the applicable Seller and (2) enforcing, at the cost and or Parent would enforce for the account benefit of Buyer, with Buyer assuming the applicable Seller’s or Parent’s obligations, any and all rights of the applicable Seller or Parent against a third party thereto. In connection with any Shared Contract or any Assigned Contract that is (x) assigned, in whole or in part, to Buyer, any Company or any of their respective Subsidiaries, or (y) subcontracted, sublicensed or subleased or under which the other party thereto arising out applicable Seller, Parent or any of its Affiliates otherwise passes along any benefits thereunder, in each case whether whole or in part, to Buyer, any Company or any of their respective Subsidiaries, Buyer hereby agrees to perform, and to cause to be performed, all of its or such Company’s or Subsidiary’s (as applicable) obligations thereunder and shall promptly but in any event within 15 Business Days of being invoiced therefor, reimburse the breach applicable Seller or cancellation thereof Parent for any and all out-of-pocket expenses incurred by such party Seller, Parent or otherwise. any of its Affiliates under any such Shared Contract or under any such Assigned Contract. (a) Notwithstanding anything to the foregoingcontrary in this Agreement, no Party hereto (1) neither the Sellers, Buyer nor any of their respective Affiliates or Subsidiaries shall be required to make expend money, incur any payment liability, commence any litigation or concession in order offer or grant any accommodation (financial or otherwise) to any third party to obtain any authorizationssuch consent to assign a Shared Contract or an Assigned Contract, approvals(1) the assignment of any Shared Contract or any Assigned Contract shall not be a condition to the obligation of the parties hereto to consummate this Agreement, consents the other Transaction Agreements or waiversthe transactions contemplated hereby or thereby, and (1) in no event shall Buyer be entitled to assert that a failure to obtain any consent to assign a Shared Contract or an Assigned Contract, or any breach or non-performance by Sellers or Parent of this Section 5.11, shall have given rise to a failure of the condition set forth in Section 8.01(b)(ii).

Assignment of Contracts and Rights. (a) To the maximum extent permitted by the Bankruptcy Code, the Purchased Assets shall be assumed by and assigned to Buyer pursuant to Section 365 of the Bankruptcy Code as of the Closing Date or such other date as specified in an Order of the Bankruptcy Court. Notwithstanding anything any other provision of this Agreement to the contrary contained in this Agreement (other than Section 2.3)contrary, this Agreement and the other Transaction Documents shall not constitute an agreement to assign or transfer any Contract or Permit constituting a Purchased Asset, asset or any other Purchased Asset, right thereunder if an attempted assignment thereof, without the consent of any a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer or Sellers thereunder. (b) Prior to Closing, Seller will use its commercially reasonable efforts to obtain the . If such consent of all necessary third parties to any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset that is not assignable obtained or transferable such assignment is not attainable pursuant to Buyer either by virtue Section 105, 363 or 365 of the provisions thereof Bankruptcy Code, other than as a result of the failure to pay Disputed Cure Costs or under applicable Legal Requirement without the consent of one or more third partiesUndisputed Cure Costs that are not Assumed Liabilities, for the assignment thereof to Buyer or its designated Affiliate; provided however, that Seller then such Purchased Assets shall not be required transferred hereunder and the Closing shall proceed with respect to make any payment or concession in order the remaining Purchased Assets and Sellers, at Buyer’s sole cost and expense, shall use their commercially reasonable efforts, and Buyer shall cooperate with Sellers, to obtain any such authorizations, approvals, consents or waivers. (c) If any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset is not assignable or transferable consent and to Buyer either by virtue resolve the impracticalities of the provisions thereof or under applicable Legal Requirement without the consent of one or more third parties (each a “Non-Assignable Right”), Seller shall use its commercially reasonable efforts to obtain such consents assignment after the execution of Closing. To the extent that the consents referred to in this Agreement until such consent is obtained; provided however, that Seller shall Section 1.4 have not be required to make any payment or concession in order to obtain any such authorizations, approvals, consents or waivers. (d) If any such consent cannot be been obtained by Sellers prior to the Closing, then notwithstanding anything it being understood and agreed that any such consents shall be limited to consents associated with Permits constituting Purchased Assets, until the contrary impracticalities of assignment referred to in this Agreement or the Transaction DocumentsSection 1.4 hereof are resolved, (i) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Right and (A) Seller Sellers shall use its their commercially reasonable efforts to obtain such consent as soon as practicable after Closing and (Bi) provide Buyer shall cooperatethe benefits of any Purchased Asset referred to in this Section 1.4, to the extent commercially reasonable with Seller in Seller’s efforts to obtain such consent; and (ii) at Buyer’s election, (A) the Non-Assignable Right shall be an Excluded Asset and Buyer shall have no obligation pursuant to Section 1.1(a) or Section 1.3(a) or otherwise with respect to any such Non-Assignable Right or any Liability with respect thereto or (B) Seller shall use its commercially reasonable efforts to cooperate in an any reasonable and lawful arrangement under which Buyer would obtain the designed to provide such benefits and assume the obligations of such Non-Assignable Rightto Buyer, including by (1) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Buyer and Seller and (2iii) enforcingenforce, at the cost and for the account and benefit, and at the cost, of Buyer, any and all rights of Seller Sellers arising from the Purchased Assets referred to in this Section 1.4 against such issuer thereof and all other parties thereto (including the other party thereto arising out right to elect to terminate any Contract in accordance with the terms thereof on the advice of Buyer). To the extent that Buyer is provided the benefits pursuant to this Section 1.4 of any Purchased Asset, Buyer shall perform, on behalf of Sellers, for the benefit of the breach issuer thereof and/or all other parties thereto, the obligations of Sellers thereunder or cancellation thereof in connection therewith, but only to the extent that such action by such party Buyer would not result in any material default thereunder or otherwisein connection therewith. Notwithstanding the foregoingNothing contained in this Section 1.4 shall constitute a waiver of, no Party hereto shall be required to make any payment or concession in order to obtain any authorizationsimpair, approvals, consents or waiversBuyer's rights under Section 4.2.6.