Common use of Assignment of Contracts Clause in Contracts

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (i) any contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts may be realized for the benefit of Purchaser, Seller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts may be performed in such manner that the value of such contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closing. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such moneys are earned by the Purchaser on or after the Closing Date. Nothing in this Section 13 shall relieve Seller of its obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser or shall relieve Seller from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (i) any contract Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract Contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts Contracts may be realized for the benefit of Purchaser, Seller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts Contracts may be performed in such manner that the value of such contract Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingclaim. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such moneys are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 13 12.7 shall relieve Seller or Shareholder of its obligation their obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser Purchaser, or shall relieve Seller or Shareholder from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (i) any contract Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract Contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Seller Sellers would not, as a matter of law or by its terms, 37 45 pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts Contracts may be realized for the benefit of Purchaser, SellerSellers, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller Sellers under such contracts Contracts may be performed in such manner that the value of such contract Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingclaim. Seller Sellers shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such moneys are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 13 12.7 shall relieve Seller Sellers or Shareholder of its obligation their obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser Purchaser, or shall relieve Seller Sellers or Shareholder from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (i) any contract Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract Contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts Contracts may be realized for the benefit of Purchaser, Seller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts Contracts may be performed in such manner that the value of such contract Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingclaim. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such moneys are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 13 Article 17 shall relieve Seller and Shareholder of its obligation their obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser Purchaser, or shall relieve Seller or Shareholder from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (ia) any contract Contract which, as a matter of law or by its terms, is nonassignable non-assignable without the consent of the other parties thereto unless such consent has been given, or (iib) any contract Contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Contract and claim of the character described in clauses (ia) and (iib) above and all claims and demands on such contracts Contracts may be realized for the benefit of Purchaser, Seller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts Contracts may be performed in such manner that the value of such contract Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingclaim. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such moneys are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 13 shall relieve Seller of its obligation obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser Purchaser, or shall relieve Seller from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing neither this Agreement nor any document entered into in connection with this Agreement or any related document the transactions contemplated hereby shall be construed as an attempt to assign (i) any contract which, as a matter of law or by its terms, is nonassignable non-assignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts may be realized for the benefit of Purchaser, Seller, at its expense and at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts may be performed in such manner that the value of such contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys monies due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closing. Seller shall promptly pay over to Purchaser all moneys monies collected by or paid to it in respect of every such contract, claim or demand to the extent such moneys monies are earned or accrued by the Purchaser on or after the Closing Date. Nothing in this Section 13 15 shall relieve Seller Seller, Shareholder or Telos of its their obligation to obtain obtain, as soon as is practicable, any and all consents required for the transfer of the Assets and all rights thereunder to Purchaser Purchaser, or shall relieve Seller Seller, Shareholder or Telos from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (ia) any contract Assigned Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been givengiven as set forth herein, or (iib) any contract Assigned Contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or by its their terms, pass to Purchaser Buyer as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Assigned Contract and claim of the character described in clauses (ia) and (iib) immediately above and all claims and demands on such contracts Assigned Contracts may be realized for the benefit of PurchaserBuyer, Seller, at the reasonable request and expense and under the direction of PurchaserBuyer, shall take all such action and do or cause to be done all such things as will will, in the reasonable opinion of PurchaserBuyer, be necessary or proper in order to ensure that the obligations of Seller under such contracts Assigned Contracts may be performed in such manner to ensure that the value of such contract Assigned Contracts will be preserved and will inure to the benefit of Purchaser, and for, Buyer and to facilitate, facilitate the collection of the moneys monies due and payable and to become due and payable thereunder to Purchaser Buyer in and under every such contract Assigned Contract and claim incurred after the ClosingClosing Date. Seller shall promptly pay over to Purchaser Buyer all moneys monies collected by or paid to it Seller in respect of every such contractAssigned Contract, claim or demand to the extent such moneys monies are earned by the Purchaser Buyer on or after the Closing Date. Nothing in this Section 13 8.4 shall relieve Seller of its obligation obligations to use its reasonable best efforts to obtain any consents required for the transfer of the Acquired Assets and all rights thereunder to Purchaser or shall relieve Seller from any liability to Purchaser Buyer for failure to obtain such consentswhich Buyer has not waived delivery.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or otherwise transfer any Contract or any related document shall other agreement used in the Transferred Business or any rights thereunder, if an attempted assignment or transfer thereof would constitute a breach thereof, would be construed as an attempt to assign (i) ineffective or would violate any contract which, as a matter of applicable law or by its terms, is nonassignable without the consent of the a third party to such assignment or transfer. Until such consent or waiver has been obtained, Buyer shall make all reasonable efforts to perform in Seller's name all of Seller's obligations under any such Contract or other parties thereto unless agreement for which any such consent has not been given, or (ii) obtained. Seller shall cooperate with Buyer in any contract or claims as reasonable arrangement designed to which provide for Buyer all of the remedies benefits, and to have Buyer assume the burdens, liabilities, obligations and expenses under all such Contracts or other agreements. At Buyer's request, Seller shall, at Buyer's sole cost and expense, take all reasonable efforts requested by Buyer to enforce, for the enforcement thereof enjoyed by benefit of Buyer, any and all rights of Seller would not, as a matter under any such Contract or other agreement not otherwise transferred pursuant to the provisions of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In orderSeller hereby authorizes Buyer to perform and Buyer hereby agrees to perform all of Seller's obligations after the Closing under all such contracts. Seller agrees to remit promptly to Buyer all collections or payments received by Seller in respect of all such Contracts or other agreements, and shall hold all such collections or payments for the benefit of, and promptly pay the same over to, Buyer; provided, however, that the full value of every contract and claim of the character described nothing herein shall create or provide any rights or benefits in clauses (i) and (ii) above and all claims and demands on such contracts may be realized for the benefit of Purchaser, Seller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts may be performed in such manner that the value of such contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closing. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such moneys are earned by the Purchaser on or after the Closing Date. Nothing in this Section 13 shall relieve Seller of its obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser or shall relieve Seller from any liability to Purchaser for failure to obtain such consentsthird parties.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document Seller shall be construed as an attempt obtain all consents and ----------------------- approvals necessary to assign (i) to Buyer any contract whichContract, as a matter permit or other asset of law Seller that is included in the Purchased Assets. To the extent that the assignment hereunder by Seller to Buyer of any Contract is not permitted or by its terms, is nonassignable not permitted without the consent of any other party to the other parties thereto unless Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract if such consent has been givenis not given or if such assignment otherwise would constitute a breach of, or (ii) cause a loss of contractual benefits under, any contract such Contract, and Buyer shall assume no obligations or claims as liabilities thereunder. Seller shall advise Buyer promptly in writing with respect to any Contract under which all of it knows or has reason to believe it will not receive the remedies for the enforcement thereof enjoyed by required consent. Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts may be realized for the benefit of Purchaser, Seller, at the request and expense and under the direction of Purchaser, shall take all such action actions requested by Buyer and do or cause to be done all such things as will in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts may be performed in such manner that the value of such contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closing. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such moneys are earned by the Purchaser on or after the Closing Date. Nothing in this Section 13 shall relieve Seller of its obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser or shall relieve Seller from any liability to Purchaser for failure cooperate with Buyer to obtain such consentsconsent or any new Contract (if necessary) on substantially similar terms and conditions as those under the existing Contracts. Without in any way limiting Seller's obligations to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Buyer hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall continue to use its reasonable best efforts to obtain such consents and shall cooperate with Buyer in any arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under the Contracts.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing Anything in this Agreement to the contrary ----------------------- notwithstanding, this Agreement shall not constitute an agreement to assign or otherwise transfer any Contract or any related document shall rights thereunder, if an attempted assignment or transfer thereof would constitute a breach thereof, would be construed as an attempt to assign (i) ineffective or would violate any contract which, as a matter of applicable law or by its terms, is nonassignable without the consent of the other parties thereto unless a third party to such assignment or transfer. Until such consent or waiver has been obtained, Buyer shall make all reasonable efforts to perform in Seller's name all of Seller's obligations under any such Contract for which any such consent has not been given, or (ii) obtained. Seller shall cooperate with Buyer in any contract or claims as reasonable arrangement designed to which provide for Buyer all of the remedies benefits, and to have Buyer assume the burdens, liabilities, obligations and expenses under all such Contracts. At Buyer's request, Seller shall, at Buyer's sole cost and expense, take all reasonable efforts requested by Buyer to enforce, for the enforcement thereof enjoyed by benefit of Buyer, any and all rights of Seller would not, as a matter under any such Contract not otherwise transferred pursuant to the provisions of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In orderSeller hereby authorizes Buyer to perform and Buyer hereby agrees to perform all of Seller's obligations after the Closing under all such contracts. Seller agrees to remit promptly to Buyer all collections or payments received by Seller in respect of all such Contracts, and shall hold all such collections or payments for the benefit of, and promptly pay the same over to, Buyer; provided, however, that the full value of every contract and claim of the character described nothing herein shall create or provide any rights or benefits in clauses (i) and (ii) above and all claims and demands on such contracts may be realized for the benefit of Purchaser, Seller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts may be performed in such manner that the value of such contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closing. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such moneys are earned by the Purchaser on or after the Closing Date. Nothing in this Section 13 shall relieve Seller of its obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser or shall relieve Seller from any liability to Purchaser for failure to obtain such consentsthird parties.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (ia) any contract Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (iib) any contract Contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Contract and claim of the character described in clauses (ia) and (iib) above and all claims and demands on such contracts Contracts may be realized for the benefit of Purchaser, Seller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts Contracts may be performed in such manner that the value of such contract Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingclaim. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such moneys are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 13 24.13 shall relieve Seller of its obligation obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser Purchaser, or shall relieve Seller from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. Notwithstanding To the extent any Assumed Contract is not capable of being sold, assigned, transferred or conveyed without the authorization, approval, consent or waiver of the other party or parties thereto, or any other provision person (or if such Assumed Contract would be breached in the event of a sale, assignment, transfer or conveyance without such approval, consent or waiver), then (a) this Agreement shall not, in the event such other person shall object to such assignment, constitute an assignment or conveyance thereof absent such approval, consent or waiver and (b) Seller shall use commercially reasonable efforts, after the Closing Date, to obtain all necessary approvals, consents or waivers necessary to convey to Buyer each such Assumed Contract. Until such time as an Assumed Contract is assigned to Buyer, (i) Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer will obtain the benefits and assume the obligations under such Assumed Contract in accordance with this Agreement, nothing in this Agreement including subcontracting, sub-licensing or any related document shall be construed as an attempt subleasing to assign Buyer (i) any contract whichto the extent permitted by such Assumed Contract), as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims as to which all of the remedies and Seller will enforce for the enforcement thereof enjoyed by Seller would notbenefit of Buyer, as at Buyer’s sole expense, with Buyer assuming Seller’s obligations, any and all rights against a matter of law or by its termsthird party thereto, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract and claim of the character described in clauses (i) and (ii) above Buyer will fully cooperate with Seller and pay all claims of Seller’s ordinary course and demands on such contracts may be realized for the benefit of Purchaser, Seller, at the request documented out-of-pocket and expense other costs and expenses incurred under the direction of Purchaser, shall take each Assumed Contract. Seller will promptly pay to Buyer when received all such action and do or cause to be done all such things as will in the opinion of Purchaser, be necessary or proper in order that the obligations of monies received by Seller under such contracts may be performed in such manner that the value of such contract will be preserved and will inure to the any Assumed Contract or any benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable arising thereunder to Purchaser in and under every such contract and claim incurred after the Closing. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such moneys are earned by the Purchaser on or after relating to periods following the Closing Date. Nothing in this Section 13 shall relieve Seller of its obligation (subject to obtain any consents required for the transfer Article II of the Assets and all rights thereunder to Purchaser or shall relieve Seller from any liability to Purchaser for failure to obtain such consentsTransition Services Agreement).

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (i) any contract Contract which, as a matter of law or by its terms, is nonassignable non-assignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract Contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts Contracts may be realized for the benefit of Purchaser, Seller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts Contracts may be performed in such manner that the value of such contract Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingclaim. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such moneys are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 13 12.7 shall relieve Seller or Shareholder of its obligation their obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser Purchaser, or shall relieve Seller or Shareholder from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (ia) any contract Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (iib) any contract Contract or claims claim as to which all of the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract Contract and claim of the character described in clauses (ia) and (iib) above and all claims and demands on such contracts Contracts may be realized for the benefit of Purchaser, Seller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts Contracts may be performed in such manner that the value of such contract Contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closingclaim. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand to the extent such moneys are earned by the Purchaser on or after the Closing Datedemand. Nothing in this Section 13 26.13 shall relieve Seller of its obligation obligations to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser Purchaser, or shall relieve Seller from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. Notwithstanding any other provision of this Agreement, nothing Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any of the Contracts, or any related document shall be construed as claim, right or benefit arising under the Contracts or resulting from the Contracts, if an attempt to assign (i) any contract whichattempted assignment thereof, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless a third party thereto, would constitute a breach of such Contract or would be ineffective. If any such consent has not been givenobtained as of the Closing Date, or if an attempted assignment of any such Contract would be ineffective, Buyer shall perform the obligations under such Contract in the name of Seller, and Seller will cooperate with Buyer, without additional consideration, in any reasonable arrangement designed to provide for Buyer the benefits under such Contract, including enforcement for the benefit of Buyer (iiat Buyer's expense) of any contract or claims as to which and all rights of Seller against a third party thereto arising out of the remedies breach or cancellation by such third party or otherwise. Buyer shall be responsible for all liabilities and obligations of Seller arising in respect of any period after the enforcement thereof enjoyed by Seller would not, as a matter Effective Date with respect to the Contracts referred to in the preceding sentence (and all such liabilities and obligations shall be Assumed Liabilities for purposes of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order), and shall indemnify Seller and Barry and hold each of them harmless from and against any and all loss, xxxxility and expense in connection with the performance by Buyer of such Contracts as if such Contracts were assigned to Buyer hereunder without regard to the provisions of this Section 1.5; provided, however, that the full value of every contract and claim Buyer shall not be required to indemnify Seller or Barry for any loss, liability, or expense relating to a breach by Sellex xx any of the character described in clauses (i) and (ii) above and all claims and demands Contracts on such contracts may be realized for or before the benefit of Purchaser, Seller, at the request and expense and under the direction of Purchaser, shall take all such action and do Effective Date or cause to be done all such things which is incurred as will in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts may be performed in such manner that the value of such contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection a result of the moneys due and payable and assignment by Seller to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after Buyer of a Contract without the Closing. Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect consent of every such contract, claim or demand to the extent such moneys are earned by the Purchaser on or after the Closing Date. Nothing in this Section 13 shall relieve Seller of its obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser or shall relieve Seller from any liability to Purchaser for failure to obtain such consentsa third party.