Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. Notwithstanding anything in this Agreement to the contrary, this Agreement will not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Asset.

Non-Assignable Contracts. Notwithstanding anything in this Agreement to To the contrary, this Agreement will extent that any Assigned Contract is not constitute an agreement by the BP Asset Selling Entity to assign any capable of being assigned under Section 365 of the Company AgreementsBankruptcy Code (or, if inapplicable, pursuant to other applicable Laws or the terms of such Contract) to Purchaser or a Designee without the consent of the other party thereto or any claim or right or any benefit arising thereunder or resulting therefrom Person (including a Government Entity), and such consent has not been obtained (collectively, the “Non-Assignable Contracts”) if ), this Agreement will not constitute an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would assignment, unless any such consent is obtained. Any payment to be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not made in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity order to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, obtain any consent required by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach terms of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred shall be the responsibility of Sellers to Intcomex the extent of available cash on Sellers’ balance sheet. In the event that the aggregate amount of consent fees payable for all Non-Assignable Contracts exceeds the amount of available cash on the Sellers’ balance sheet, Purchaser or its designated AffiliateDesignees shall satisfy such excess consent fees. If, after giving effect to the provisions of Sections 363 and 365 of the Bankruptcy Code, such consent is required but not obtained, the Sellers shall cooperate with Purchaser in any reasonable arrangement designed to provide for Purchaser the benefits and obligations of or under any such Non-Assignable Contract, including enforcement for the benefit of Purchaser of any and all rights of the Sellers against a third party thereto arising out of the breach or cancellation thereof by such third party. Any assignment to Purchaser of any Assigned Contract that shall, after giving effect to the provisions of Sections 363 and 365 of the Bankruptcy Code, require the consent of any third party for such assignment as aforesaid shall cease be made subject to such consent being obtained. Any contract that would be a Non-Assignable an Assigned Contract but is not assigned in accordance with the terms of this Section 2.5(f) shall not be considered an “Assigned Contract” for purposes hereof unless and become a Purchased Assetuntil such contract is assigned to Purchaser following the Closing Date upon receipt of the requisite consents to assignment and Bankruptcy Court approval.

Non-Assignable Contracts. Notwithstanding anything To the extent that Seller's right, title or interest in, to or under any Project Rights (other than Transferable Permits) may not be assigned without the consent, approval or authorization of any Third Party, which consent, approval or authorization has not been obtained as of the applicable Closing Date (including any Shared Contract for which the Parties do not enter into a separate Contract on or before the applicable Closing Date as contemplated in this Agreement to Paragraph A of the contraryPurchase and Sale Terms), this Agreement will shall not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreementssuch right, title or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) interest if an attempted assignment thereof, without the consent of a third Person, would constitute a breach of such Project Rights or other contravention thereof violate Law. If any consent, approval or in authorization to such assignment of any way adversely affect the rights of Intcomex thereunder. Subject such Project Rights shall not be obtained without recourse to the provisions of Section 2.5(c) belowSeller, in the event that an or if any attempted assignment of a Company Agreement would be ineffective or would adversely affect the materially impair Buyer's rights of the BP Asset Selling Entity thereunder so and obligations under such Project Rights such that Intcomex or its designated Affiliate Buyer would not in fact receive acquire and assume the benefit and burden of all such rightsrights and obligations, then Seller shall administer such Project Rights for the benefit of Buyer pursuant to, and subject to, the BP Asset Selling Entity shall useterms and conditions of, the O&M Agreement; provided that if the O&M Agreement expires or terminates before the expiration or termination of such Project Rights, then Seller, at its option (exercisable by notice to Buyer) and BPI shall cause to the BP Asset Selling Entity to usefullest extent permitted by Law and such Project Rights, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder shall, from and after such expiration or termination of the Closing Date. The BP Asset Selling Entity shallO&M Agreement, and BPI shall cause the BP Asset Selling Entity to, pay promptly either (i) appoint Buyer to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date be Seller's agent with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder Project Rights to the extent that Intcomex of the Group of Purchased UI Assets, or its designated Affiliate would be entitled thereto pursuant hereto so long (ii) enter into such reasonable arrangements with Buyer or take such other actions as Intcomex are necessary to provide Buyer with the same or its designated Affiliate is (x) not in breach of any such Company Agreement substantially similar rights and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating Project Rights to the period prior extent of the Group of Purchased UI Assets. Notwithstanding anything to the Closing Date). Subject contrary in the foregoing, for each Shared Contract subject to this Section 1(d) that survives the provisions expiration or termination of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtainedthe O&M Agreement, the BP Asset Selling Entity shallParties shall enter into an appropriate arrangement pursuant to which Buyer shall irrevocably appoint Seller as its attorney-in-fact, coupled with an interest, under terms and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder conditions substantially similar to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, those set forth in Section 1(b) for Partially Assigned Contracts for the period after such assignment expiration or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assettermination.

Non-Assignable Contracts. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement will shall not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) Purchased Contract if an attempted assignment thereof, in whole or in part or, in the case of Shared Contracts, in whole or in any relevant part, without the consent of a third Personparty thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunderBuyer, a Buying Affiliate, Seller or a Selling Affiliate thereunder (any such Purchased Contract, a “Non-Assignable Contract” and any such Non-Assignable Contract that is also a Shared Contract, a “Non-Assignable Shared Contract”). Subject Seller shall, and shall cause a Selling Affiliate, if applicable, to use its commercially reasonable efforts to obtain the provisions consent of Section 2.5(c) belowthe other parties to any such Non-Assignable Contract for the assignment thereof to Buyer or a Buying Affiliate as Buyer may request. Unless and until such consent is obtained, in the event that or if an attempted assignment of a Company Agreement thereof would be ineffective or would adversely affect the rights of the BP Asset Selling Entity Parties thereunder so that Intcomex Buyer or its designated a Buying Affiliate would not in fact receive all rights under such rightsNon-Assignable Contract, Seller shall, and shall cause a Selling Affiliate if applicable to, cooperate with Buyer or a Buying Affiliate in a subcontracting arrangement under which (i) Buyer or a Buying Affiliate would obtain the BP Asset benefits and rights under the Non-Assignable Contracts and be responsible and liable for the obligations (including payment obligations) and other Liabilities to the extent constituting Assumed Liabilities thereunder in accordance with this Agreement and (ii) Seller or a Selling Entity Affiliate, as applicable, would, at Buyer’s direction and expense, enforce for the benefit of Buyer or a Buying Affiliate, any and all rights of Seller or a Selling Affiliate, as applicable, thereunder against a third party thereto. Further details regarding the subcontracting arrangement are set forth on Exhibit C hereto. Seller shall, and shall cause a Selling Affiliate to, promptly pay to Buyer all monies received by Seller or a Selling Affiliate, as applicable, under any Non-Assignable Contract, excluding any sales, use, value added, goods and BPI services or Transfer Taxes or similar Taxes collected with respect thereto (which, unless contested in good faith, will be remitted promptly and timely to the applicable government authority by Seller, and if any such contest is successful thereafter paid to the customer), and any Excluded Assets, and Buyer shall pay, defend, discharge and perform all Liabilities to the extent constituting Assumed Liabilities under such Non-Assignable Contracts as required under Section 2.2(a). Following the Closing, Seller shall, and shall cause the BP Asset Selling Entity to useAffiliates to, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity Buyer shall, and BPI shall cause the BP Asset Selling Entity Buying Affiliates to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date take such further actions with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetare described on Exhibit C hereto.

Non-Assignable Contracts. Notwithstanding anything in Within thirty (30) days after the date this Agreement is made and entered into, Seller shall identify to Buyer all material contracts, and whether such contracts are assignable. At Buyer's sole option, subject to Section 1.1(c), if any of Purchased Assets include any Non-Assignable Contracts, as hereinafter defined, the contrary, this Agreement Closing will not constitute an agreement by the BP Asset Selling Entity to assign any assignment or an attempted assignment of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “such Non-Assignable Contracts”) if an attempted assignment thereof. Instead, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Seller will assign Non-Assignable Contracts shall be obtained, to the BP Asset Selling Entity shall, Buyer if and BPI shall cause when such assignment is permitted. To the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without extent permitted by applicable law and the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date terms of such assignment or transfer contracts, Non-Assignable Contracts will be held by Seller, in trust for Buyer and the liabilities covenants and obligations thereunder arising exclusively from, will be performed by Buyer in the name of Seller and accruing exclusively all benefits and obligations existing thereunder will be for the account of Buyer. Seller will take or cause to be taken such action in its name to provide Buyer with the benefits thereof and to effect the collection of money due and payable under each Non-Assignable Contract as if such Non-Assignable Contract had been assigned as of the Closing Date and Seller will promptly pay over to Buyer all money received by it with respect toto all Non-Assignable Contracts. As and from the Closing Date, Seller authorizes Buyer, to the period after such assignment or transfer extent permitted by applicable law and assumption (other than obligations or liabilities thereunder arising as a result the terms of the breach thereof Non-Assignable Contracts, at Buyer's expense, to perform all of Seller's obligations under each Non-Assignable Contract. As and from the Closing Date, Seller shall provide such reasonable assistance as may be required and requested, to amend or prior seek to such assignment or transfer and assumption). At such time as amend, any Non-Assignable Contract is properly assigned or otherwise transferred (except to Intcomex or its designated Affiliate, the extent such action would materially increase Seller's liabilities under such Non-Assignable Contract shall cease Contract). If Seller or Buyer is unable to be a obtain assignment of any Non-Assignable Contract or if Buyer is unable to obtain the full benefit thereof, Buyer may endeavor to enter into a new contract, lease, equipment lease, or license and/or to obtain the benefit of new contractual rights, warranty rights and become a Purchased Assettransferable licenses, or permits, as the case may be satisfactory to Buyer in substitution for each Non-Assignable Contract.

Non-Assignable Contracts. Notwithstanding anything in this Agreement to the contrary, this Agreement will shall not constitute an agreement by the BP Asset Selling Entity agreement, requirement or obligation to transfer or assign any of Transferred Contract or Consortium Agreement to Buyer or Vault-IC if the Company Agreements, attempted transfer or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent or approval of a third Personparty thereto (including approvals by Government Authorities), would constitute a breach of any Contract or other contravention thereof obligation of Atmel or any of the Selling Subsidiaries, would constitute a violation of any Laws or Contracts, or would in any way adversely affect the rights (other than those rights to be transferred under the Transferred Contracts) of Intcomex Atmel or any of the Selling Subsidiaries thereunder. Subject Atmel and the Selling Subsidiaries shall use their respective commercially reasonable best efforts to the provisions of Section 2.5(c) belowobtain such consents or approvals. If such consent or approval is not obtained, in the event that or if an attempted transfer or assignment of a Company any Transferred Contract or Consortium Agreement would be ineffective ineffective, would constitute a breach or violation of any Law or Contract or would adversely affect the rights of Atmel or any of the BP Asset Selling Entity thereunder so that Intcomex Subsidiaries thereunder, Atmel will, or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall will cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity Subsidiaries to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex not prohibited by or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any Contract or violation of any Laws, (a) cooperate with Buyer in any commercially reasonable arrangement which does not materially adversely impact Atmel and the Selling Subsidiaries and which is designed to provide for Buyer the benefits under or in relation to any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating Transferred Contract or Consortium Agreement, including, to the period prior extent reasonably necessary and to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when extent that such arrangement does not violate any such consents in respect of Non-Assignable Contracts shall be obtainedLaw or Contract, the BP Asset Selling Entity shall, right to enjoy the benefits under those Transferred Contracts or Consortium Agreements and BPI shall cause enforcement for the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment benefit of additional consideration and Intcomex or its designated Affiliate shall, without the payment Buyer (at Buyer’s cost) of any additional consideration thereforand all rights of Atmel and/or the Selling Subsidiaries against a third party thereto, assume from (b) hold all monies paid to Atmel and/or the Selling Subsidiaries thereunder on and after the date Closing Date in trust for the account of such assignment or transfer the liabilities and obligations thereunder arising exclusively fromBuyer, and accruing exclusively with respect to, (c) remit such money to Buyer as promptly as possible after receipt. Any transfer or assignment to Buyer or Vault-IC by Atmel and/or the period after such assignment Selling Subsidiaries of any Transferred Contract or transfer and assumption Consortium Agreement which shall require the consent or approval of any third party (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior including approvals by Governmental Authorities) shall be made subject to such consent or approval being obtained; provided, that such transfer or assignment shall not require Buyer to make any additional payments to Atmel for such transfer, it being understood that Buyer shall be responsible for the costs and expenses of registration, perfection or transfer other costs and assumption). At such time as any Non-Assignable Contract is properly assigned expenses related to owning or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract exercising the rights and become a Purchased Assetbenefits acquired herein.

Non-Assignable Contracts. Notwithstanding anything in this Agreement to To the contrary, this Agreement will not constitute an agreement by the BP Asset Selling Entity to assign extent that any of the Company Agreementscontracts, rights, or any claim commitments for which assignment to Buyer or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, Acquisition Sub is provided herein are not assignable without the consent of a third Personanother party, this Agreement shall not constitute an assignment or an attempted assignment if such assignment or attempted assignment would constitute a breach thereof. Seller agrees to use Seller’s best efforts to obtain the consent of each other party to any such contract, right, or other contravention commitment to the assignment thereof to Buyer or Acquisition Sub in any way adversely affect all cases in which such consent is required for assignment or transfer. If such consent is not obtained at or prior to the rights of Intcomex thereunder. Subject to Closing, and if Buyer does not terminate this Agreement in accordance with the provisions of Section 2.5(c10 hereof, Seller agrees to cooperate with Buyer and Acquisition Sub in subsequently seeking such consent and in any reasonable arrangements (including billing arrangements) belowdesigned to provide for Buyer and Acquisition Sub the benefits under any such contract, in right, or commitment, including enforcement at the event that an attempted assignment cost and for the account of a Company Agreement would be ineffective or would adversely affect the Buyer and Acquisition Sub of any and all rights of Seller against each other party thereto arising out of the BP Asset Selling Entity thereunder so that Intcomex cancellation by such other party or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, otherwise. If and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex such arrangements cannot be made, Seller will indemnify Buyer and Acquisition Sub for the amounts due and payable under such contracts, rights, or its designated Affiliate would commitments not assigned and not received by Buyer or Acquisition Sub (including any costs incurred in the process of seeking such assignment), and Buyer or Acquisition Sub shall nonetheless be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach responsible for performing on behalf of Seller with respect to any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) belowcontract, if and when any such consents in respect of Non-Assignable Contracts shall be obtainedright, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetcommitment.

Non-Assignable Contracts. Notwithstanding anything in this Agreement to In the contrarycase of any Real Property mortgages, this Agreement will leases, Contracts or Equipment Leases which by their terms or by virtue of their subject matter are not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, assignable without the consent of a third Personparty (collectively, the "Non-Assignable Contracts," all of which are listed on Schedule 2.2), Seller will use its best efforts to obtain, prior to the Closing Time, any written consents necessary to convey to Buyer the benefit thereof. Buyer shall cooperate with Seller, in such manner as may be reasonably requested and at Seller's expense, in connection therewith, provided that Buyer shall not be obligated to agree to pay any consideration or increase the consideration payable under any such Non-Assignable Contract or to make any other agreement that would constitute a breach or other contravention thereof or affect adversely in any other way adversely affect the rights of Intcomex thereundereconomics for Buyer under such Non-Assignable Contract, or would make the obligations intended to be assumed by Buyer thereunder more burdensome. Subject Seller shall inform Buyer from time to time prior to the provisions Closing Time of Section 2.5(c) belowSeller's receipt from any such third party of confirmation of such third party's refusal to grant its consent to any such assignment. Nothing in this Agreement shall be construed as an attempt or an agreement to assign or cause the assignment of any Non-Assignable Contract included in the Purchased Assets which is in law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given. Notwithstanding the foregoing, in the event that any third party to a Non-Assignable Contract has not consented to an attempted assignment of a Company Agreement would be ineffective thereof to Buyer for any reason, then Buyer shall have no liability or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex obligation to Seller, such third party or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date any other party with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shallContract, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as if any Non-Assignable Contract is properly not assigned or otherwise transferred to Intcomex or Buyer for any reason and Buyer considers in its designated Affiliate, sole judgment that such Non-Assignable Contract shall cease is material to the business to be a conducted by Buyer after the Closing Date then, at Buyer's option, Buyer shall have no obligation to consummate its purchase hereunder. In the event that Buyer consummates its purchase hereunder and any Non-Assignable Contract has not been assigned to Buyer for any reason then either (i) Buyer and become a Purchased AssetSeller shall negotiate in good faith to adjust the Purchase Price (as defined herein) based on such event and/or (ii) Buyer and Seller shall cooperate in good faith with the other party in any reasonable arrangement necessary or desirable to provide Buyer the benefits of such Non-Assignable Contract.

Non-Assignable Contracts. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement will not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, Contract or Permit or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an any attempted assignment thereof, without the consent of the applicable counterparty thereto or a third PersonGovernmental Authority, would constitute a breach or other contravention default thereof or in any way adversely affect the rights of Intcomex thereunderany Seller or the Stockholder thereunder (the “Non-Assignable Contracts”). Subject to the provisions of Section 2.5(c) below, in In the event that such consent is not obtained or if an attempted assignment of a Company Agreement the Non-Assignable Contracts would be ineffective or would adversely affect the rights of any Seller or the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rightsStockholder thereunder, (i) for ninety (90) days after the BP Asset Selling Entity Closing, Sellers and the Stockholder shall use, and BPI shall cause the BP Asset Selling Entity to use, its use commercially reasonable efforts to cooperate with Buyer to obtain any consent or authorization which may be required to transfer or assign the Non- Assignable Contracts to Buyer or to remove or eliminate any impediment preventing the transfer or assignment of the Non- Assignable Contracts to Buyer, (ii) Sellers and the Stockholder shall use commercially reasonable efforts to cooperate with Buyer in any arrangement designed to provide Intcomex to Buyer the benefit of the Non-Assignable Contracts, (iii) Sellers shall not transfer or its designated Affiliate assign the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shallNon-Assignable Contracts to any Person other than Buyer or Buyer’s assigns, and BPI shall cause the BP Asset Selling Entity to, pay promptly (iv) Buyer will be responsible for all obligations relating to Intcomex such Non-Assignable Contracts arising or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity occurring on or after the Closing Date as if they had been transferred or assigned to Buyer in accordance with respect the terms of this Agreement. Upon the request of Buyer, Sellers shall use commercially reasonable efforts to enforce, for the period after account, at the Closing Date under such Company Agreement or expense and on behalf of Buyer, any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach rights of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations Sellers arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents or in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively connection with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned Contracts. Nothing contained in this Section 3.4 shall require Sellers or otherwise transferred the Stockholder nor any of their respective Affiliates to Intcomex pay any money or its designated Affiliate, such Non-Assignable Contract shall cease other consideration or grant forbearances to be a Non-Assignable Contract and become a Purchased Assetany third party in connection with any Assumed Contracts or Permits.

Non-Assignable Contracts. Notwithstanding anything in this Agreement contained herein to the contrary, this Agreement will shall not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, or Assumed Contract if any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, thereof without the consent of a third Person, party thereto would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunderBuyer and Seller thereunder or if, by its nature, such contract cannot be assigned. Subject With respect to each Assumed Contract that is a CPD Customer Contract, the parties agree that Buyer and Seller shall send to the provisions Dealer party a joint notice advising the Dealer of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective the CPD Customer Contracts and instructing such Dealer to make all future payments due or would adversely affect to become due after the rights of Closing according to instructions provided by Buyer. With respect to the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rightsAssumed Contracts identified on Schedule 2.5 hereto, the BP Asset Selling Entity Seller shall use, and BPI shall cause the BP Asset Selling Entity to use, its use commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long obtain as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after soon as practicable following the date of this Agreement any written consents necessary to effect such assignment or transfer (and, promptly following Seller’s receipt of any such consent, Seller shall promptly assign such Assumed Contracts to Buyer). Buyer shall cooperate with Seller, at no additional cost to Buyer, in such manner as may be reasonably requested in connection with Seller’s efforts to obtain such consent. With respect to each Assumed Contract for which Seller has not obtained consent to assignment as of the liabilities and obligations thereunder arising exclusively fromeffective time of the Closing, and accruing exclusively with respect to, the period after until such consent to assignment or transfer and assumption (other than obligations or liabilities thereunder arising has been obtained, Seller shall enter into any lawful arrangement to provide to Buyer the benefits under such Assumed Contract as a result of the breach thereof at or prior to if such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetconsent had been obtained.

Non-Assignable Contracts. Notwithstanding anything in Neither this Agreement to the contrary, this Agreement will not nor any Closing Document shall constitute an agreement assignment or an attempted assignment of any Non-Assignable Contract. To the extent permitted by Applicable Canadian Law; each Non-Assignable Contract shall be held by the BP Asset Selling Entity to assign any Vendor in trust for the Purchaser and the covenants and obligations thereunder shall be performed by the Purchaser in the name of the Company Agreements, and all benefits and obligations existing thereunder shall be for the account of the Purchaser. The Vendor shall take or any claim cause to be taken such action in its name or right or any benefit arising thereunder or resulting therefrom (collectively, otherwise as the “Purchaser may reasonably require so as to provide the Purchaser with the benefits thereof and to effect collection of money to become due and payable under the Non-Assignable Contracts and the Vendor shall promptly pay over to the Purchaser all money received by it in respect of all Non-Assignable Contracts”) if an attempted assignment thereof. Upon the Closing, without the consent of a third PersonVendor authorizes the Purchaser, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in extent permitted by Applicable Canadian Law and the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights terms of the BP Asset Selling Entity thereunder so that Intcomex or Non-Assignable Contracts, at the Purchaser's expense, to perform all of the Vendor's obligations under the Non-Assignable Contracts and constitutes the Purchaser's attorney to act in its designated Affiliate would not in fact receive all such rightsname and on its behalf with respect thereto. After the Closing Date, the BP Asset Selling Entity Vendor agrees to assign Non-Assignable Contracts to the Purchaser when such assignment is permitted and as the Purchaser may direct. The Vendor shall use, and BPI shall cause the BP Asset Selling Entity to use, use its commercially reasonable efforts to provide Intcomex or its designated Affiliate obtain all consents required for the benefits thereunder from and after assignment of the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts Contracts. The Vendor shall not, however, be obtainedobliged to make any payments to any Person or to pay any other charge or fee (except a payment to a contracting party to cover its expenses associated with the consent in question) or make additional payments, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign guarantees or otherwise transfer their respective rights thereunder to Intcomex financial contributions or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption arrangements (other than obligations or liabilities thereunder arising as remaining a result of party to the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned Contracts) or otherwise transferred to Intcomex institute legal or its designated Affiliate, arbitration or other proceedings to obtain such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetconsents.

Non-Assignable Contracts. Notwithstanding anything in this Agreement The Parties have agreed not to seek the contraryconsent or other approval of the counterparty to any Transferable Contract. To the extent that Seller's right, this Agreement will title or interest in, to or under any Transferable Contract may not be assigned without the consent, approval or authorization of any Third Party, the Transaction Documents shall not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreementssuch right, title or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) interest if an attempted partial assignment thereof, without the consent of a third Person, would constitute a breach of such Transferable Contract or other contravention thereof or in violate any way adversely affect the rights of Intcomex thereunderLaw. Subject to the provisions of Section 2.5(c) below, in the event that an If any attempted partial assignment of a Company Agreement would be ineffective or would adversely affect the materially impair Buyer's rights of the BP Asset Selling Entity thereunder so and obligations under such Transferable Contract such that Intcomex or its designated Affiliate Buyer would not in fact receive acquire and assume the benefit and burden of all such rightsrights and obligations, then Seller shall administer such Transferable Contract for the benefit of Buyer pursuant to, and subject to the terms and conditions of, the BP Asset Selling Entity shall useO&M Agreement; provided that if the O&M Agreement expires or terminates before the expiration or termination of such Transferable Contract, then Seller, at its option (exercisable by notice to Buyer) and BPI shall cause to the BP Asset Selling Entity to usefullest extent permitted by Law and such Transferable Contract, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder shall, from and after such expiration or termination of the Closing Date. The BP Asset Selling Entity shallO&M Agreement, and BPI shall cause the BP Asset Selling Entity to, pay promptly either (i) appoint Buyer to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date be Seller's agent with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder Transferable Contract to the extent that Intcomex of the Transmission Facilities, or its designated Affiliate would be entitled thereto pursuant hereto so long (ii) enter into such reasonable arrangements with Buyer or take such other actions as Intcomex are necessary to provide Buyer with the same or its designated Affiliate is (x) not in breach of any such Company Agreement substantially similar rights and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating Transferable Contract to the period prior extent of the Transmission Facilities. Notwithstanding anything to the Closing Date). Subject contrary in the foregoing, for each Shared Contract subject to this Section 7.4(d) that survives the provisions expiration or termination of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtainedthe O&M Agreement, the BP Asset Selling Entity shallParties shall enter into an appropriate arrangement pursuant to which Buyer shall irrevocably appoint Seller as its attorney- Execution Version - Confidential in-fact, coupled with an interest, under terms and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder conditions substantially similar to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, those set forth in Section 7.4(b) for Partially Assigned Contracts for the period after such assignment expiration or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assettermination.

Non-Assignable Contracts. Notwithstanding anything in this Agreement to The Seller shall, during the contrary, this Agreement will not constitute an agreement by the BP Asset Selling Entity to assign any remaining term of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “each Non-Assignable Contracts”) if an attempted assignment thereofContract, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its use commercially reasonable efforts to provide Intcomex or its designated Affiliate (a) obtain the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result consent of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliatethird parties required thereunder, (b) make the benefit of such Non-Assignable Contract shall cease available to be a the Purchaser so long as the Purchaser fully cooperates with the Seller and promptly reimburses the Seller for all payments made by the Seller (with the prior written approval of the Purchaser) in connection therewith and (c) enforce, at the request of the Purchaser and at the sole expense and for the account of the Purchaser, any right of the Seller arising from such Non-Assignable Contract against the other party or parties thereto (including the right to elect or terminate any such Non-Assignable Contract in accordance with the terms thereof). The Seller shall not take any action or suffer any omission that could limit, restrict or terminate in any material respect the benefits to the Purchaser of such Non-Assignable Contract unless, in good faith and become after consultation with and prior written notice to the Purchaser, the Seller is (a) ordered to do so by a Purchased AssetGovernmental Body of competent jurisdiction or (b) otherwise required to do so by Law; provided, however, that if any such order is appealable, the Seller shall, at the Purchaser’s sole cost and expense, take such reasonable actions as are requested by the Purchaser to file and pursue such appeal and to obtain a stay of such order. Nothing in this Agreement or the Assumption Agreement shall constitute a sale, assignment, transfer or conveyance to, or assumption by, the Purchaser of the Non-Assignable Contracts. With respect to any such Non-Assignable Contract as to which the necessary approval or consent for the assignment or transfer to the Purchaser is obtained following the Closing, the Seller shall transfer such Non-Assignable Contract to the Purchaser by execution and delivery of an instrument of conveyance reasonably satisfactory to the Purchaser within five (5) Business Days following receipt of such approval or consent. Following the Closing, Purchaser shall directly pay, or at the option of Seller, reimburse Seller, in advance, for all payments made by Seller or Sole Stockholder in connection with any Non-Assignable Contracts.

Non-Assignable Contracts. Notwithstanding anything in this This Agreement shall not be deemed to the contrary, this Agreement will not constitute an agreement by the BP Asset Selling Entity undertaking to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “a Non-Assignable Contracts”Contract if such consent or approval has not been given as of the Closing Date. Purchaser shall, for a period of twelve (12) months after the Closing Date or, if an attempted assignment thereofshorter, without during the remaining term of each Non-Assignable Contract, use its Commercially Reasonable Efforts to, and Seller shall use Commercially Reasonable Efforts at Purchaser’s request to cooperate with Purchaser to: (a) obtain the consent of a the third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject parties required thereunder to assign such Non-Assignable Contract to Purchaser; (b) to the provisions extent permitted by Law, make the benefit of Section 2.5(csuch Non-Assignable Contract available to Purchaser so long as Purchaser cooperates with Seller and promptly reimburses Seller for all payments made by Seller (with the prior approval of Purchaser) belowin connection therewith; and (c) enforce, in at the event that an attempted assignment request of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall usePurchaser, and BPI at the sole expense and for the account of Purchaser, any right of Seller arising under such Non-Assignable Contract against the other party or parties thereto (including the right to terminate any such Non-Assignable Contract in accordance with the terms thereof). Seller shall cause have no liability or obligation to Purchaser if Seller is unable to obtain any consent or approval. Purchaser shall pay, perform and discharge fully the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder liabilities and obligations of Seller under any such Non-Assignable Contract from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after that Purchaser receives the Closing Date under benefit of such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts Contract. Except as set forth in Section 9.10, Seller shall be obtainednot take any action or suffer any omission that limits, restricts or terminates in any material respect the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder benefits to Intcomex or its designated Affiliate without the payment Purchaser of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract unless, in good faith and after consultation with and prior written notice to Purchaser, Seller is: (i) ordered to do so by a Governmental Entity of competent jurisdiction; or (ii) otherwise required to do so by Law; provided, however, that if any such order is appealable, Seller shall cease take such reasonable actions as are requested by Purchaser at the sole expense of Seller to be file and pursue such appeal and to obtain a stay of such order. With respect to any such Non-Assignable Contract as to which the necessary approval or consent for the assignment or transfer to Purchaser is obtained following the Closing, Seller shall transfer such Non-Assignable Contract to Purchaser by execution and become a Purchased Assetdelivery of an instrument of conveyance reasonably satisfactory to Purchaser within five (5) Business Days following receipt of such approval or consent, and Purchaser shall assume and agree to pay, perform and discharge when due the liabilities and obligations under such Non-Assignable Contract in the same manner and to the same extent as described in Section 2.4(b)(i) (and such Non-Assignable Contract will then be considered an Assumed Contract for all purposes of this Agreement after such date).

Non-Assignable Contracts. Notwithstanding anything To the extent that the assignment by Seller of any Contract or Permit included in the Acquired Assets to be assigned to Buyer pursuant to this Agreement to requires Consent of any other party, and such Consent has not been, or cannot be, obtained at the contrarytime of the Closing, this Agreement will shall not constitute an agreement by the BP Asset Selling Entity a contract to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) same if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention violation thereof or would in any way adversely affect the rights of Intcomex Seller (or Buyer, as assignee) thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would If any such Consent is required but not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and after obtained on the Closing Date. The BP Asset Selling Entity , and provided that Buyer consents in its sole and absolute discretion, Seller shall, and BPI shall cause in such case, continue to deal with the BP Asset Selling Entity toother contracting party or parties (or, pay promptly with respect to Intcomex Permits, Governmental Entity), with the benefits of such Contract or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity Permit after the Closing Date with accruing to the benefit of Buyer. With respect to Contracts, Seller shall hold all moneys received thereunder for the period after benefit of Buyer and shall pay the Closing Date under same to Buyer when received. Buyer shall provide Seller with such Company Agreement assistance, including, but not limited to, providing the appropriate staff and assets, reasonably required by Seller in order to so continue to deal with the other contracting party or any claim parties or right or any benefit arising thereunder Governmental Entities, as applicable. Buyer shall provide such assistance to Seller without charge to Seller; provided that, to the extent that Intcomex any third party requests or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not requires any payment in breach connection with any Consent in connection with the assignment of any Contract to be assigned to Buyer pursuant to this Agreement, Seller shall be responsible for such Company Agreement and (y) satisfying payment. Nothing in this Section 3.11 shall be deemed a waiver by Buyer of its right to receive an effective assignment of the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to Acquired Assets on the Closing Date). Subject , nor shall this Section 3.11 be deemed to constitute an agreement to exclude from the provisions of Acquired Assets any Contract or Permit included in the Acquired Assets that is described in this Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Asset3.11.

Non-Assignable Contracts. Notwithstanding anything in In the event and to the extent that the parties are unable to obtain any consent, approval or amendment to any Contract, lease, license or other rights relating to the Japanese Xxxxxxx Business that otherwise would be transferred or assigned to ELL or one of its Subsidiaries as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) BKK shall continue to be bound thereby and the contrarypurported transfer or assignment to ELL shall automatically be deemed deferred until such time as all legal impediments are removed and/or all necessary consents have been obtained, this Agreement will and (ii) unless not constitute an agreement permitted by the BP Asset Selling Entity to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention terms thereof or in any way adversely affect by law, ELL shall pay, perform and discharge fully all the rights obligations of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits BKK thereunder from and after the Closing Bunkatsu Date, and indemnify BKK and its Affiliates for all indemnifiable Losses arising out of such performance by ELL. The BP Asset Selling Entity BKK shall, and BPI shall cause the BP Asset Selling Entity towithout further consideration therefor, pay and remit to ELL promptly all monies, rights and other considerations received in respect of such performance. BKK shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to Intcomex or its designated Affiliate when received all monies received, if any, in this Section 6.9 only as reasonably directed by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement ELL and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date)at ELL's expense. Subject to the provisions of Section 2.5(c) below, if If and when any such consents in respect of Non-Assignable Contracts consent shall be obtainedobtained or such Contract, lease, license or other right shall otherwise become assignable or be able to be novated, BKK shall promptly assign and novate (to the BP Asset Selling Entity shallextent permissible) all of its rights and obligations thereunder to ELL without payment of further consideration, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate ELL shall, without the payment of any additional further consideration therefor, assume from such rights and after obligations. To the date extent that the assignment of such any Contract, lease, license or other rights (or the proceeds thereof) pursuant to this Section 6.9 is prohibited by law, the assignment provisions of this Section 6.9 shall operate to create a subcontract with ELL to perform each relevant unassignable Contract, lease or transfer license of BKK at a subcontract price equal to the liabilities monies, rights and obligations thereunder arising exclusively from, and accruing exclusively other considerations received by BKK with respect to, to the period after performance by ELL under such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetsubcontract.

Non-Assignable Contracts. Notwithstanding anything in this Agreement to The Seller shall, during the contrary, this Agreement will not constitute an agreement by the BP Asset Selling Entity to assign any remaining term of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “each Non-Assignable Contracts”) if an attempted Contract (i.e., Assigned Contracts that require third-party consents for assignment thereof, without that have not been obtained by the consent of a third Person, would constitute a breach Seller prior to or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder. Subject to the provisions of Section 2.5(c) below, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights as of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall useClosing, and BPI shall cause the BP Asset Selling Entity to useas are listed in Schedule 5.01), its use commercially reasonable efforts to provide Intcomex or its designated Affiliate (a) obtain the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result consent of the breach thereof at or prior to such assignment or transfer and assumption). At such time as any Non-Assignable Contract is properly assigned or otherwise transferred to Intcomex or its designated Affiliatethird parties required thereunder, (b) make the benefit of such Non-Assignable Contract shall cease available to be a the Buyer so long as the Buyer fully cooperates with the Seller and promptly reimburses the Seller for all payments made by the Seller (with the prior written approval of the Buyer) in connection therewith and (c) enforce, at the request of the Buyer and at the sole expense and for the account of the Buyer, any right of the Seller arising from such Non-Assignable Contract against the other party or parties thereto (including the right to elect or terminate any such Non-Assignable Contract in accordance with the terms thereof). The Seller shall not take any action or suffer any omission that could limit, restrict or terminate in any material respect the benefits to the Buyer of such Non-Assignable Contract unless, in good faith and become after consultation with and prior written notice to the Buyer, the Seller is (a) ordered to do so by a Purchased AssetGovernmental Authority or body of competent jurisdiction or (b) otherwise required to do so by Law; provided, however, that if any such order is appealable, the Seller shall, at the Buyer’s sole cost and expense, take such reasonable actions as are requested by the Buyer to file and pursue such appeal and to obtain a stay of such order. Nothing in this Agreement or the Assignment and Assumption Agreement shall constitute a sale, assignment, transfer or conveyance to, or assumption by, the Buyer of the Non-Assignable Contracts. With respect to any such Non-Assignable Contract as to which the necessary approval or consent for the assignment or transfer to the Buyer is obtained following the Closing, the Seller shall transfer such Non-Assignable Contract to the Buyer by execution and delivery of an instrument of conveyance reasonably satisfactory to the Buyer within five (5) Business Days following receipt of such approval or consent. Following the Closing, Buyer shall directly pay, or at the option of Seller, reimburse Seller, in advance, for all payments made by Seller in connection with any Non-Assignable Contracts.

Non-Assignable Contracts. Notwithstanding anything in To the extent that the assignment by any EPD Group Member to any Buyer Group Member of its rights under any Purchased Asset pursuant to this Agreement to is not permitted without the contraryConsent of another party and such Consent shall not have been obtained, this Agreement will shall not be deemed to constitute an agreement by the BP Asset Selling Entity undertaking to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) such Purchased Asset without such Consent if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex any EPD Group Member thereunder. Subject Other than with respect to any obligations expressly undertaken to be performed by Parent pursuant to this Section 2.09, Buyer agrees that neither Parent nor any Affiliated Seller shall have any liability whatsoever to Buyer arising out of or relating to the provisions failure to obtain any such Consent, and no representation, warranty or covenant of Section 2.5(cParent herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of such failure or any 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. Parent shall use reasonable best efforts to secure such Consent (not including the payment of any consideration) belowprior to the Closing and Buyer shall provide or cause to be provided all commercially reasonable assistance to Parent (not including the payment of any consideration) reasonably requested by Parent to secure such Consent. If any such Consent is not obtained prior to the Closing, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights subject to satisfaction of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not conditions to Closing set forth in fact receive all such rightsArticle 9, the BP Asset Selling Entity Closing shall usenonetheless take place on the terms set forth herein and, and BPI thereafter, Buyer shall cause the BP Asset Selling Entity to use, its use commercially reasonable efforts to provide Intcomex or its designated Affiliate the benefits thereunder from and secure such Consent as promptly as practicable after the Closing Dateand Parent shall provide or cause to be provided all commercially reasonable assistance to Buyer (not including the payment of any consideration) reasonably requested by Buyer to secure such Consent, and cooperate with Buyer in any lawful and commercially reasonable arrangement reasonably proposed by Buyer under which Buyer would obtain the benefits of and assume the obligations related to any such Purchased Asset to which such Consent relates including (i) to the extent not prohibited by law or contract, continuing to hold, and to the extent required by the terms applicable to such Purchased Asset, operate such Purchased Asset, in the case of real or personal property and be bound thereby in the case of Agreements, and (ii) enforcing at Buyer’s request, or allowing Buyer and its Affiliates to enforce in a commercially reasonable manner, any rights of Parent and its Affiliates under such Purchased Asset against the issuer thereof or the other party or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of Buyer); provided, however, that the reasonable costs and expenses (including reasonable professional fees and expenses) incurred by Parent or its Affiliates at Buyer’s request, and incurred by Buyer or its Affiliates, in each case, with respect to any of the actions contemplated under (ii) above, shall be borne equally by Buyer and Parent, except to the extent such costs and expenses would have been Buyer’s obligation had such Purchased Asset been properly transferred to the Buyer Group at Closing, in which case such costs and expenses shall be borne solely by Buyer. The BP Asset Selling Entity Parent shall, and BPI shall cause the BP Asset Selling Entity its Affiliates to, without further consideration therefor, and without right of set-off (other than against obligations of Buyer and its Affiliates under this Section 2.09), pay and remit to Buyer promptly all monies, rights and other considerations received in respect of such performance. To the extent that Buyer or any of its Affiliates (including the Acquired Entities) are provided the benefits of any Purchased Asset pursuant to Intcomex this Section 2.09, Buyer or such Affiliate shall pay, perform and discharge fully, promptly when due, for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of Parent or its designated Affiliate when received all monies receivedrelevant Affiliate, as the case may be, thereunder or in connection therewith or, if any, by the BP Asset Selling Entity after the Closing Date with respect more advantageous to the period after the Closing Date under parties, to take actions to enable Parent or its Affiliates to pay, perform and discharge fully such Company Agreement or any claim or right or any benefit arising thereunder obligations, but only to the extent that Intcomex (i) such action by Buyer would not result in any default thereunder or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement connection therewith and (yii) satisfying the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period prior to the Closing Date). Subject to the provisions of Section 2.5(c) below, if and when any such consents in respect of Non-Assignable Contracts shall be obtained, the BP Asset Selling Entity shall, and BPI shall cause the BP Asset Selling Entity performance pertains to, promptly assign or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect is related to, the period after such assignment providing (past, present or transfer and assumption future) of benefits to Buyer or its Affiliates (other than obligations or liabilities thereunder arising as a result of including the breach thereof at or prior to such assignment or transfer and assumptionAcquired Entities). At such time as Nothing in this Section 2.09 shall be deemed to constitute an agreement to exclude from the Purchased Assets any Non-Assignable Contract is properly assigned Agreement or otherwise transferred any other right, title or interest in or to Intcomex any asset or its designated Affiliate, such Non-Assignable Contract shall cease to be a Non-Assignable Contract and become a Purchased Assetproperty.

Non-Assignable Contracts. Notwithstanding anything in this Agreement (a) To the extent that any Seller Contract or any Seller Consent is not capable of being assigned under Section 365 of the U.S. Bankruptcy Code (or, if inapplicable, pursuant to other applicable Laws or the terms of such Contract or Consent) to the contraryPurchaser or a Designated Purchaser at the Closing, this Agreement will or cannot constitute an agreement by be entered into (A) without the BP Asset Selling Entity to assign any Consent of the Company Agreements, issuer thereof or the other party thereto or any claim Third Party (including a Government Entity) or right (B) without Sellers’ and their Affiliates’ compromising any right, asset or benefit or expending any benefit arising thereunder amount or resulting therefrom incurring any Liability or providing any other consideration (collectively, the “Non-Assignable Contracts”) if ), this Agreement will not constitute an attempted assignment thereof, or an attempted assignment, unless and until any such Consent is obtained, including any Consents obtained following Closing; provided, however, that the Sellers will use commercially reasonable efforts (without incurring any third party costs) to (i) cooperate with the consent of a third Person, would constitute a breach or other contravention thereof or Purchaser in any way adversely affect reasonable arrangement to provide the Purchaser the same interest, benefits, rights and liabilities under any such Non-Assignable Contracts that are not licenses of Intcomex thereunder. Subject Intellectual Property as the applicable Seller had immediately prior to the provisions of Section 2.5(c) belowClosing, in the event that an attempted assignment of a Company Agreement would be ineffective or would adversely affect the rights of the BP Asset Selling Entity thereunder so that Intcomex or its designated Affiliate would not in fact receive all such rights, the BP Asset Selling Entity shall use, and BPI shall cause the BP Asset Selling Entity to use, its including using commercially reasonable efforts to provide Intcomex enter into one or its designated Affiliate the benefits thereunder from and after the Closing Date. The BP Asset Selling Entity shallmore mutually agreed Subcontract Agreements, and BPI shall cause (ii) facilitate Purchaser’s negotiation with the BP Asset Selling Entity toother party to each Non-Assignable Contract that is a license of Intellectual Property to provide the Purchaser the same interest, pay promptly to Intcomex or its designated Affiliate when received all monies received, if any, by the BP Asset Selling Entity after the Closing Date with respect to the period after the Closing Date benefits and rights under such Company Agreement or any claim or right or any benefit arising thereunder to the extent that Intcomex or its designated Affiliate would be entitled thereto pursuant hereto so long as Intcomex or its designated Affiliate is (x) not in breach of any such Company Agreement and (y) satisfying Non-Assignable Contracts as the corresponding liabilities and performing the corresponding obligations arising under such Company Agreement (excluding such liabilities and obligations relating to the period applicable Seller had immediately prior to the Closing Date(including that Sellers shall request such Third Party’s Consent if so requested by the Purchaser); provided that there shall be no obligation on Sellers or their Affiliates to compromise any material right, asset or benefit or expend any amount or incur any Liability. Subject to As between the provisions of Section 2.5(c) belowSellers and the Purchaser (or the relevant Designated Purchaser), if and when any such consents in respect of Non-Assignable Contracts described above shall be obtaineddeemed to be assigned and the Purchaser (or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, the BP Asset Selling Entity shall(x) nothing in this Section 5.13 shall require any Seller to renew, and BPI shall cause the BP Asset Selling Entity to, promptly assign modify or otherwise transfer their respective rights thereunder to Intcomex or its designated Affiliate without the payment of additional consideration and Intcomex or its designated Affiliate shall, without the payment of any additional consideration therefor, assume from and after the date of such assignment or transfer the liabilities and obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment or transfer and assumption (other than obligations or liabilities thereunder arising as a result of the breach thereof at or prior to such assignment or transfer and assumption). At such time as amend any Non-Assignable Contract once it has expired, (y) any efforts required of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in no event shall such efforts or arrangements be required after one hundred and eighty (180) days from the Closing Date, and (z) the Sellers shall have the right, any time after the day that is properly assigned one hundred and eighty one (181) days after the Closing Date, to exercise any right to terminate any Non-Assignable Contract. The Purchaser or otherwise transferred the Designated Purchaser, as applicable, shall reimburse the relevant Seller for the out-of-pocket expenses incurred or asserted, as a result of any actions taken pursuant to Intcomex or its designated Affiliate, such this Section 5.13. The Parties acknowledge that the fact that any Contract constitutes a Non-Assignable Contract shall cease not (i) constitute a breach of any covenant hereunder, (ii) entitle Purchaser to be a terminate this Agreement or (iii) result in any reduction of the Purchase Price payable hereunder. Any Non-Assignable Contract assigned pursuant to the terms of this Section 5.13 shall, when assigned, constitute an Assigned Contract hereunder from and become a Purchased Assetafter such date.