Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. In the event and to the extent that ------------------------ TSC is unable to obtain any consent, approval or amendment to any Contract, lease, license or other rights relating to the eLoyalty Business that would otherwise be transferred or assigned to eLoyalty as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) TSC shall continue to be bound thereby and the purported transfer or assignment to eLoyalty shall automatically be deemed deferred until such time as all legal impediments are removed and/or all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, eLoyalty shall pay, perform and discharge fully all of the obligations of TSC thereunder from and after the Distribution Date, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC for all indemnifiable Losses arising out of such performance by eLoyalty. TSC shall, without further consideration therefor, pay and remit to eLoyalty promptly all monies, rights and other considerations received in respect of such performance. TSC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to in this Section 7.3 only ----------- as reasonably directed by eLoyalty and at eLoyalty's expense. If and when any such consent shall be obtained or such Contract, lease, license or other right shall otherwise become assignable or be able to be novated, TSC shall promptly assign and novate (to the extent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further consideration, and eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the assignment of any Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 7.3 is ----------- prohibited by law, the assignment provisions of this Section 7.3 shall operate ----------- to create a subcontract with eLoyalty to perform each relevant unassignable TSC Contract at a subcontract price equal to the monies, rights and other considerations received by TSC with respect to the performance by eLoyalty under such subcontract.

Non-Assignable Contracts. In the event and to the extent that ------------------------ TSC is unable to obtain any consent, approval or amendment to any Contract, lease, license or other rights relating to the eLoyalty Business that would otherwise be transferred or assigned to eLoyalty as contemplated by this Agreement or any other agreement or document contemplated hereby, (ia) TSC shall continue to be bound thereby and the purported transfer or assignment to eLoyalty shall automatically be deemed deferred until such time as all legal impediments are removed and/or all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, eLoyalty shall pay, perform and discharge fully all of the obligations of TSC thereunder from and after the Distribution Date, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC for all indemnifiable Losses arising out of such performance by eLoyalty. TSC shall, without further consideration therefor, pay and remit to eLoyalty promptly all monies, rights and other considerations received in respect of such performance. TSC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to in this Section 7.3 only ----------- as reasonably directed by eLoyalty and at eLoyalty's expense. If and when any such consent shall be obtained or such Contract, lease, license or other right shall otherwise become assignable or be able to be novated, TSC shall promptly assign and novate (to the extent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further consideration, and eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligations. 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 Purchaser or a Designated Purchaser at the Closing without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity) (collectively, the “Non-Assignable Contracts”), this Agreement will not constitute an 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 their reasonable efforts to cooperate with the Purchaser in any reasonable arrangement to provide the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts as the applicable Seller had immediately prior to the Closing, including, in the case of any ContractSellers Contracts involving the sale or provision of Products or Services by a Seller to a customer, lease, license using their reasonable best efforts to enter into one or other right more mutually agreed reasonable Subcontract Agreements. As between the Sellers and the Purchaser (or the proceeds thereofrelevant Designated Purchaser), such Non- Assignable Contracts shall be deemed to be assigned and the Purchaser (or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, (w) nothing in this Section 5.13 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired, (x) any efforts required of the Sellers pursuant to this paragraph shall be strictly on an interim basis and in no event required after ninety (90) days from the Closing Date, and (y) the Sellers shall have the right, any time after the ninety- (90-) day anniversary of the Closing Date, to exercise any right to terminate any Non-Assignable Contract. The Purchaser or the Designated Purchaser, as applicable, shall reimburse the relevant Seller and indemnify and hold each Seller harmless from and against all Liabilities, incurred or asserted, as a result of any actions taken pursuant to this Section 7.3 is ----------- prohibited by law5.13. The Parties acknowledge that the fact that any Contract constitutes a Non- Assignable Contract shall not (i) constitute a breach of any covenant hereunder, (ii) entitle Purchaser to terminate this Agreement or (iii) result in any reduction of the assignment provisions Purchase Price payable hereunder. Any Non-Assignable Contract assigned pursuant to the terms of this Section 7.3 shall operate ----------- to create a subcontract with eLoyalty to perform each relevant unassignable TSC Contract at a subcontract price equal to the monies, rights and other considerations received by TSC with respect to the performance by eLoyalty under such subcontract.Section

Non-Assignable Contracts. In the event and to (a) To the extent that ------------------------ TSC any Assigned Contract or any Seller Consent is unable not capable of being assigned under Section 365 of the U.S. Bankruptcy Code (or, if inapplicable, pursuant to obtain any consent, approval other applicable Laws or amendment to any Contract, lease, license the terms of such Contract or other rights relating Consent) to the eLoyalty Business that would otherwise be transferred Purchaser or assigned to eLoyalty as contemplated by this Agreement or any other agreement or document contemplated herebya Designated Purchaser at the Closing, (i) TSC shall continue without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity), and such Consent cannot be obtained pursuant to be bound thereby Section 2.1.7 or (ii) whether or not Consent is required, without Sellers’ and their Affiliates’ compromising any right, asset or benefit (including, with respect to licenses of Intellectual Property, relinquishment of rights in the purported transfer Retained Field of Use, as defined in the Intellectual Property License Agreement) or expending any amount or incurring any Liability or providing any other consideration other than as provided in Section 2.1.7 (collectively, the “Non-Assignable Contracts”), this Agreement will not constitute an assignment thereof, or an attempted assignment, unless and until any such Consent is obtained; provided, however, that the Sellers will use their reasonable efforts to eLoyalty shall automatically be deemed deferred until (i) cooperate with the Purchaser in connection with any commercially reasonable arrangement to provide the Purchaser the same interest, benefits and rights under any such time Non-Assignable Contracts that are not licenses of Intellectual Property or Real Estate Leases as all legal impediments are removed and/or all necessary consents have been obtainedthe applicable Seller had immediately prior to the Closing, including entering into one or more mutually agreed commercially reasonable subcontract agreements, and (ii) unless not permitted by facilitate Purchaser’s negotiation with the other party to each Non-Assignable Contract that is a license of Intellectual Property to provide the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts as the applicable Seller had immediately prior to the Closing (including paying Cure Costs in order to obtain such Consent). Provided, and only for so long as, the arrangements described in clause (i) of the immediately preceding sentence are made such that Purchaser has obtained the same interest, benefits and rights under any such Non-Assignable Contracts, then, as between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non-Assignable Contracts shall be deemed to be assigned and the Purchaser (or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, nothing in this Section 5.14 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired. Any Non-Assignable Contract assigned pursuant to the terms thereof or by lawof this Section 5.14 shall, eLoyalty shall paywhen assigned, perform and discharge fully constitute an Assigned Contract hereunder for all of the obligations of TSC thereunder purposes, except under Section 8.3(d), from and after the Distribution Date, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC for all indemnifiable Losses arising out of such performance by eLoyalty. TSC shall, without further consideration therefor, pay and remit to eLoyalty promptly all monies, rights and other considerations received in respect of such performance. TSC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to in this Section 7.3 only ----------- as reasonably directed by eLoyalty and at eLoyalty's expense. If and when any such consent shall be obtained or such Contract, lease, license or other right shall otherwise become assignable or be able to be novated, TSC shall promptly assign and novate (to the extent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further consideration, and eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the assignment of any Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 7.3 is ----------- prohibited by law, the assignment provisions of this Section 7.3 shall operate ----------- to create a subcontract with eLoyalty to perform each relevant unassignable TSC Contract at a subcontract price equal to the monies, rights and other considerations received by TSC with respect to the performance by eLoyalty under such subcontractdate.

Non-Assignable Contracts. In the event and to (a) To the extent that ------------------------ TSC any Assigned Contract or any Seller Consent is unable not capable of being assigned under Section 365 of the U.S. Bankruptcy Code (or, if inapplicable, pursuant to obtain any consent, approval other applicable Laws or amendment to any Contract, lease, license the terms of such Contract or other rights relating Consent) to the eLoyalty Business that would otherwise be transferred Purchaser or assigned to eLoyalty as contemplated by this Agreement or any other agreement or document contemplated hereby, a Designated Purchaser at the Closing (i) TSC shall continue without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity), and such Consent cannot be obtained pursuant to be bound thereby Section 2.1.7 or (ii) whether or not Consent is required, without Sellers’ and their Affiliates’ compromising any right, asset or benefit (including, with respect to licenses of Intellectual Property, relinquishment of rights in the purported transfer Retained Field of Use, as defined in the Intellectual Property License Agreement) or expending any amount or incurring any Liability or providing any other consideration other than as provided in Section 2.1.7 (collectively, the “Non-Assignable Contracts”), this Agreement will not constitute an assignment thereof, or an attempted assignment, unless and until any such Consent is obtained; provided, however, that the Sellers will use their reasonable efforts to eLoyalty shall automatically be deemed deferred until (i) cooperate with the Purchaser in connection with any commercially reasonable arrangement to provide the Purchaser the same interest, benefits and rights under any such time Non-Assignable Contracts that are not licenses of Intellectual Property or Real Estate Leases as all legal impediments are removed and/or all necessary consents have been obtainedthe applicable Seller had immediately prior to the Closing, including entering into one or more mutually agreed commercially reasonable subcontract agreements, and (ii) unless not permitted by facilitate Purchaser’s negotiation with the other party to each Non-Assignable Contract that is a license of Intellectual Property to provide the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts as the applicable Seller had immediately prior to the Closing (including paying Cure Costs in order to obtain such Consent). Provided, and only for so long as, the arrangements described in clause (i) of the immediately preceding sentence are made such that Purchaser has obtained the same interest, benefits and rights under any such Non-Assignable Contracts, then, as between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non-Assignable Contracts shall be deemed to be assigned and the Purchaser (or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, nothing in this Section 5.14 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired. Any Non-Assignable Contract assigned pursuant to the terms thereof or by lawof this Section 5.14 shall, eLoyalty shall paywhen assigned, perform and discharge fully constitute an Assigned Contract hereunder for all of the obligations of TSC thereunder purposes except under Section 8.3(c) from and after the Distribution Date, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC for all indemnifiable Losses arising out of such performance by eLoyalty. TSC shall, without further consideration therefor, pay and remit to eLoyalty promptly all monies, rights and other considerations received in respect of such performance. TSC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to in this Section 7.3 only ----------- as reasonably directed by eLoyalty and at eLoyalty's expense. If and when any such consent shall be obtained or such Contract, lease, license or other right shall otherwise become assignable or be able to be novated, TSC shall promptly assign and novate (to the extent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further consideration, and eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the assignment of any Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 7.3 is ----------- prohibited by law, the assignment provisions of this Section 7.3 shall operate ----------- to create a subcontract with eLoyalty to perform each relevant unassignable TSC Contract at a subcontract price equal to the monies, rights and other considerations received by TSC with respect to the performance by eLoyalty under such subcontractdate.

Non-Assignable Contracts. In The following shall be added as Section 5.14(c): “If, after the event Closing, the Purchaser or the relevant Designated Purchaser receives a purchase order on account of any Non-Assignable Contract that is a contract between a Seller and a customer of such Seller (each a “Non-Assignable Customer Contract” and the customer counterparty thereto a “Non-Assignable Customer Counterparty”), Purchaser or the relevant Designated Purchaser shall request that such Non-Assignable Customer Counterparty consent in writing to the extent assignment of such Non-Assignable Customer Contract to Purchaser or the relevant Designated Purchaser. For the period in which such consent is not forthcoming (the “Non-Assignable Period”), Purchaser or the relevant Designated Purchaser shall process such purchase order and Seller shall provide the Purchaser or the relevant Designated Purchaser with the interest, benefits and rights under such Non-Assignable Customer Contract in accordance with Section 5.14(a); provided, however, that ------------------------ TSC is unable Seller’s obligation to obtain any consentprovide Purchaser or the relevant Designated Purchaser with the interest, approval or amendment to any Contract, lease, license or other benefits and rights relating to under such Non-Assignable Customer Contract will terminate upon the eLoyalty Business that would otherwise be transferred or assigned to eLoyalty as contemplated by this Agreement or any other agreement or document contemplated hereby, earliest of (i) TSC shall continue to be bound thereby and the purported transfer or assignment to eLoyalty shall automatically be deemed deferred until effective date of such time as all legal impediments are removed and/or all necessary consents have been obtainedconsent, and (ii) unless not permitted by the terms thereof effective date of any direct agreement between Purchaser (or by lawthe relevant Designated Purchaser) and such Non-Assignable Customer Counterparty or (iii) in accordance with Section 5.14(a); provided further, eLoyalty shall payhowever, perform that Purchaser and discharge fully all of the obligations of TSC thereunder relevant Designated Purchaser agree to indemnify, defend and hold Sellers and each Seller’s respective directors, officers and personnel (collectively, the “Non-Assignable Customer Contracts Indemnitees”) harmless from and after the Distribution Dateagainst any and all losses, costs, damages, expenses and liabilities whatsoever (including reasonable legal fees) which may be suffered or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC for all indemnifiable Losses incurred by any Non-Assignable Customer Contracts Indemnitee arising out of such performance claims made by eLoyalty. TSC shalla Non-Assignable Customer Counterparty relating to Seller’s providing Purchaser and/or the relevant Designated Purchaser with the interests, without further consideration therefor, pay benefits and remit to eLoyalty promptly all monies, rights and other considerations received in respect of such performance. TSC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to in this Section 7.3 only ----------- as reasonably directed by eLoyalty and at eLoyalty's expense. If and when any such consent shall be obtained or such Contract, lease, license or other right shall otherwise become assignable or be able to be novated, TSC shall promptly assign and novate (to the extent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further consideration, and eLoyalty shall, without relevant Non-Assignable Customer Contract during the payment of any further consideration therefor, assume such rights and obligations. To the extent that the assignment of any Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 7.3 is ----------- prohibited by law, the assignment provisions of this Section 7.3 shall operate ----------- to create a subcontract with eLoyalty to perform each relevant unassignable TSC Contract at a subcontract price equal to the monies, rights and other considerations received by TSC with respect to the performance by eLoyalty under such subcontractNon-Assignable Period.”

Non-Assignable Contracts. In the event and Notwithstanding anything to the extent that ------------------------ TSC is unable to obtain any consent, approval or amendment to any Contract, lease, license or other rights relating to the eLoyalty Business that would otherwise be transferred or assigned to eLoyalty as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) TSC shall continue to be bound thereby and the purported transfer or assignment to eLoyalty shall automatically be deemed deferred until such time as all legal impediments are removed and/or all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, eLoyalty shall pay, perform and discharge fully all of the obligations of TSC thereunder from and after the Distribution Date, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC for all indemnifiable Losses arising out of such performance by eLoyalty. TSC shall, without further consideration therefor, pay and remit to eLoyalty promptly all monies, rights and other considerations received in respect of such performance. TSC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to contrary in this Section 7.3 only ----------- as reasonably directed by eLoyalty and at eLoyalty's expense. If and when any such consent shall be obtained or such ContractAgreement, lease, license or other right shall otherwise become assignable or be able to be novated, TSC shall promptly assign and novate (to the extent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further consideration, and eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the assignment hereunder by CFC IPA to PC Buyer of any ContractAssumed Contract or Permit is not permitted or is not permitted without the consent of any other party to such Assumed Contract or any Governmental Authority, leaseneither this Agreement nor the Bill of Sale shall be deemed to constitute an assignment of any such Assumed Contract or Permit if such consent is not given or if such assignment otherwise would constitute a breach of, license violation of or cause a loss of benefits under, any such Assumed Contract or Permit, and except as otherwise provided in this Agreement, PC Buyer shall not assume any obligations or liabilities under any such Assumed Contract or Permit. CFC IPA shall use Commercially Reasonable Efforts to obtain all consents and waivers necessary for the sale, transfer, assignment, conveyance and delivery of the Assumed Contracts, Permits and the Acquired Assets to PC Buyer hereunder and, if any such consent is not obtained or if such assignment is not permitted irrespective of such consent, CFC IPA shall, for a period of twelve (12) months following the Initial Closing Date, cooperate with PC Buyer following the Initial Closing Date in any reasonable and lawful arrangement designed to provide PC Buyer or its Affiliates with the rights and benefits under any such Assumed Contract or Permit, including enforcement for the benefit of PC Bxxxx, at the request of and cost and expense of PC Buyer, of any and all rights of CFC IPA thereunder (including rights against any other right (party thereto arising out of any breach or the proceeds thereofcancellation of any such Assumed Contract by such other party) pursuant to this Section 7.3 is ----------- prohibited and, if requested by lawPC Bxxxx, the assignment provisions of this Section 7.3 shall operate ----------- to create a subcontract with eLoyalty to perform each relevant unassignable TSC Contract at a subcontract price equal PC Bxxxx’s sole cost and expense, to the moniesextent legally permitted, rights and other considerations received by TSC with respect acting as an agent on behalf of PC Buyer or as PC Buyer shall otherwise reasonably require; provided, that, if PC Buyer is provided the benefits of any Assumed Contracts or Permits, then PC Buyer shall assume the Liabilities of CFC IPA under such Assumed Contract or Permits, as applicable, but only to the performance by eLoyalty under such subcontractextent the Liabilities thereunder arise after the Initial Closing Date.

Non-Assignable Contracts. In the event and to (a) To the extent that ------------------------ TSC any Assigned Contract or any Seller Consent is unable not capable of being assigned under Section 365 of the U.S. Bankruptcy Code (or, if inapplicable, pursuant to obtain any consent, approval other applicable Laws or amendment to any Contract, lease, license the terms of such Contract or other rights relating Consent) to the eLoyalty Business that would otherwise be transferred Purchaser or assigned to eLoyalty as contemplated by this Agreement or any other agreement or document contemplated hereby, a Designated Purchaser at the Closing (i) TSC shall continue without the Consent of the issuer thereof or the other party thereto or any Third Party (including a Government Entity), and such Consent cannot be obtained pursuant to be bound thereby Section 2.1.7 or (ii) whether or not Consent is required, without Sellers’ and their Affiliates’ compromising any right, asset or benefit or expending any amount or incurring any Liability or providing any other consideration other than as provided in Section 2.1.7 (collectively, the purported transfer “Non-Assignable Contracts”), this Agreement will not constitute an assignment thereof, or assignment an attempted assignment, unless and until any such Consent is obtained; provided, however, that the Sellers will use their reasonable efforts to eLoyalty shall automatically be deemed deferred until (i) cooperate with the Purchaser in connection with any commercially reasonable arrangement to provide the Purchaser the same interest, benefits and rights under any such time Non-Assignable Contracts as all legal impediments are removed and/or all necessary consents have been obtainedthe applicable Seller had immediately prior to the Closing, including entering into one or more mutually agreed commercially reasonable Subcontract Agreements, and (ii) unless facilitate Purchaser’s negotiation with the other party to each Non-Assignable Contract that is a license of Intellectual Property to provide the Purchaser the same interest, benefits and rights under any such Non-Assignable Contracts as the applicable Seller had immediately prior to the Closing (including paying Cure Costs in order to obtain such Consent). If, and only for so long as, the arrangements described in clause (i) of the immediately preceding sentence are made such that Purchaser has obtained the same interest, benefits and rights under any such Non-Assignable Contracts, then, as between the Sellers and the Purchaser (or the relevant Designated Purchaser), such Non-Assignable Contracts shall be deemed to be assigned and the Purchaser (or the relevant Designated Purchaser) shall perform all obligations and covenants thereunder. Notwithstanding the foregoing sentences, (w) nothing in this Section 5.13 shall require any Seller to renew, modify or amend any Non-Assignable Contract once it has expired. The Parties acknowledge that the fact that any Contract constitutes a Non-Assignable Contract by itself shall not permitted by (i) constitute a breach of any covenant hereunder, (ii) except as otherwise provided in Section 8.3(c), entitle Purchaser to terminate this Agreement or (iii) result in any reduction of the Purchase Price payable hereunder. Any Non-Assignable Contract assigned pursuant to the terms thereof or by lawof this Section 5.13 shall, eLoyalty shall paywhen assigned, perform and discharge fully all of the obligations of TSC thereunder constitute an Assigned Contract hereunder from and after the Distribution Date, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC for all indemnifiable Losses arising out of such performance by eLoyalty. TSC shall, without further consideration therefor, pay and remit to eLoyalty promptly all monies, rights and other considerations received in respect of such performance. TSC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to in this Section 7.3 only ----------- as reasonably directed by eLoyalty and at eLoyalty's expense. If and when any such consent shall be obtained or such Contract, lease, license or other right shall otherwise become assignable or be able to be novated, TSC shall promptly assign and novate (to the extent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further consideration, and eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the assignment of any Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 7.3 is ----------- prohibited by law, the assignment provisions of this Section 7.3 shall operate ----------- to create a subcontract with eLoyalty to perform each relevant unassignable TSC Contract at a subcontract price equal to the monies, rights and other considerations received by TSC with respect to the performance by eLoyalty under such subcontractdate.

Non-Assignable Contracts. In Nothing in this Agreement shall be construed as an attempt by Seller to assign, sublease or sublicenseto Purchaser pursuant to this Agreement any contract, permit, franchise, claim or asset included in the event Acquired Assets or with respect to the Leased Premises that is, by its valid terms or by law, nonassignable (or not novatable or able to be sublicensed or subleased) without the consent of any other party or parties, unless such consent or novation shall have been obtained, or as to which all the remedies for the enforcement thereof available to Seller would not pass by operation of law to Purchaser as incidental to the assignments provided for and the transactions contemplated by this Agreement (a “Non-Assignable Contract”). To the extent that any such consent (each a “Third-Party Consent”) in respect of (or a novation of) a Non-Assignable Contract shall not have been obtained on or before the Closing Date, Purchaser shall proceed with the Closing, Seller and Purchaser shall continue to use their best good faith efforts to obtain any such Third-Party Consent or novation after the Closing Date and Purchaser shall be delegated the point person for the negotiation and obtaining of any and all such consents, until such time as they shall have been obtained, provided, however, that the parties agree to work cooperatively so that all consents can be obtained (and novations shall be entered into) no later than three (3) months after the Closing Date. Seller and Purchaser shall cooperate in any arrangement reasonably satisfactory to Purchaser to provide that Purchaser shall obtain Seller’s interest in, including the claims, rights and benefits of, and shall assume the corresponding obligations of, Seller under such Non-Assignable Contract (including by means of any subcontracting, sublicensing or subleasing arrangement) or through performance by Seller as agent as Purchaser may reasonably request; provided that (a) Purchaser shall undertake to pay, perform or satisfy the corresponding liabilities or obligations under the terms of such Non-Assignable Contract to the extent that ------------------------ TSC is unable to obtain any consent, Purchaser would have been responsible therefor if such consent or approval or amendment to any Contract, lease, license or other rights relating to the eLoyalty Business that would otherwise be transferred or assigned to eLoyalty as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) TSC shall continue to be bound thereby and the purported transfer or assignment to eLoyalty shall automatically be deemed deferred until such time as all legal impediments are removed and/or all necessary consents have had been obtained, and (iib) unless not permitted Seller shall promptly pay to Purchaser, when received, all moneys received by the terms thereof or by law, eLoyalty shall pay, perform and discharge fully all of the obligations of TSC thereunder from and after the Distribution Date, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC for all indemnifiable Losses arising out of such performance by eLoyalty. TSC shall, without further consideration therefor, pay and remit to eLoyalty promptly all monies, rights and other considerations received in respect of such performance. TSC shall exercise or exploit its rights and options Seller under all such Contracts, leases, licenses and other rights and commitments referred to in this Section 7.3 only ----------- as reasonably directed by eLoyalty and at eLoyalty's expense. If and when any such consent shall be obtained Non-Assignable Contract or any claim, right or benefit arising thereunder until such Contract, lease, license or other right shall otherwise become assignable or be able to be novated, TSC shall promptly assign and novate (to the extent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further consideration, and eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligationsThird-Party Consent is obtained. To the extent Seller requests that Purchaser assist Seller in seeking to obtain any Third Party Consent after the assignment Closing Date, then Seller shall pay and discharge, and shall indemnify and hold harmless Purchaser and its Affiliates from and against, any and all reasonable out of pocket costs of seeking to obtain or obtaining any such Third Party Consent (which shall include payment of any Contractapplicable consent, lease, license or other right (or the proceeds thereof) pursuant to transfer and similar fees). Nothing contained in this Section 7.3 is ----------- prohibited by law, the assignment provisions or in any other provision of this Section 7.3 Agreement shall operate ----------- be deemed to create a subcontract with eLoyalty constitute an agreement to perform each relevant unassignable TSC Contract at a subcontract price equal exclude from the Acquired Assets any contracts as to the monies, rights and other considerations received by TSC with respect to the performance by eLoyalty under which such subcontractconsent may be necessary.

Non-Assignable Contracts. (a) In the event and to the extent that ------------------------ TSC Aon or any of its Subsidiaries is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to Combined Specialty or one of its Subsidiaries of any Contract, lease, license Contract or other rights relating to the eLoyalty Combined Specialty Business that would otherwise be transferred or assigned to eLoyalty Combined Specialty or one of its Subsidiaries as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) TSC Aon and its Subsidiaries shall continue to be bound thereby and the purported transfer or assignment to eLoyalty Combined Specialty or one of its Subsidiaries shall automatically be deemed deferred until such time as all legal impediments are removed and/or and all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, eLoyalty Combined Specialty or one of its Subsidiaries shall pay, perform and discharge fully all of the obligations of TSC Aon or its Subsidiaries thereunder from and after the Distribution DateDistribution, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC Aon and its Subsidiaries for all indemnifiable Losses arising out of such performance by eLoyaltyCombined Specialty or its Subsidiaries. TSC Aon and its Subsidiaries shall, without further consideration therefor, pay and remit to eLoyalty Combined Specialty or its Subsidiaries promptly all monies, rights and other considerations received in respect of such performance. TSC Aon and its Subsidiaries shall exercise or exploit its their rights and options under all such Contracts, leases, licenses Contracts and other rights rights, agreements and commitments documents referred to in this Section 7.3 SECTION 6.3(a) only ----------- as reasonably directed by eLoyalty Combined Specialty and at eLoyaltyCombined Specialty's expense. If and when any such consent consent, approval or amendment shall be obtained or such Contract, lease, license Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, TSC Aon or its Subsidiaries shall promptly assign or transfer and novate (to the extent permissible) all of its rights and obligations thereunder to eLoyalty Combined Specialty or its Subsidiaries without payment of further consideration, and eLoyalty Combined Specialty or its Subsidiaries shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract, lease, license Contract or other right (or the proceeds thereof) pursuant to this Section 7.3 SECTION 6.3(a) is ----------- prohibited by law, the assignment provisions of this Section 7.3 SECTION 6.3(a) shall operate ----------- to create a subcontract with eLoyalty Combined Specialty or its Subsidiaries to perform each relevant unassignable TSC Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by TSC Aon or its Subsidiaries with respect to the performance by eLoyalty under such subcontractCombined Specialty or its Subsidiaries thereunder.

Non-Assignable Contracts. In the event and Notwithstanding anything to the extent that ------------------------ TSC is unable to obtain any consent, approval or amendment to any Contract, lease, license or other rights relating to the eLoyalty Business that would otherwise be transferred or assigned to eLoyalty as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) TSC shall continue to be bound thereby and the purported transfer or assignment to eLoyalty shall automatically be deemed deferred until such time as all legal impediments are removed and/or all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, eLoyalty shall pay, perform and discharge fully all of the obligations of TSC thereunder from and after the Distribution Date, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC for all indemnifiable Losses arising out of such performance by eLoyalty. TSC shall, without further consideration therefor, pay and remit to eLoyalty promptly all monies, rights and other considerations received in respect of such performance. TSC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to contrary in this Section 7.3 only ----------- as reasonably directed by eLoyalty and at eLoyalty's expense. If and when any such consent shall be obtained or such ContractAgreement, lease, license or other right shall otherwise become assignable or be able to be novated, TSC shall promptly assign and novate (to the extent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further consideration, and eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the assignment hereunder by CFC IPA to PC Buyer of any ContractAssumed Contract or Permit is not permitted or is not permitted without the consent of any other party to such Assumed Contract or any Governmental Authority, leaseneither this Agreement nor the Bill of Sale shall be deemed to constitute an assignment of any such Assumed Contract or Permit if such consent is not given or if such assignment otherwise would constitute a breach of, license violation of or cause a loss of benefits under, any such Assumed Contract or Permit, and except as otherwise provided in this Agreement, PC Buyer shall not assume any obligations or liabilities under any such Assumed Contract or Permit. CFC IPA shall use Commercially Reasonable Efforts to obtain all consents and waivers necessary for the sale, transfer, assignment, conveyance and delivery of the Assumed Contracts, Permits and the Acquired Assets to PC Buyer hereunder and, if any such consent is not obtained or if such assignment is not permitted irrespective of such consent, CFC IPA shall, for a period of twelve (12) months following the Initial Closing Date, cooperate with PC Buyer following the Initial Closing Date in any reasonable and lawful arrangement designed to provide PC Buyer or its Affiliates with the rights and benefits under any such Assumed Contract or Permit, including enforcement for the benefit of PC Xxxxx, at the request of PC Xxxxx, of any and all rights of CFC IPA thereunder (including rights against any other right (party thereto arising out of any breach or the proceeds thereofcancellation of any such Assumed Contract by such other party) pursuant to this Section 7.3 is ----------- prohibited and, if requested by lawPC Buyer, the assignment provisions of this Section 7.3 shall operate ----------- to create a subcontract with eLoyalty to perform each relevant unassignable TSC Contract at a subcontract price equal to the moniesextent legally permitted, rights and other considerations received by TSC with respect acting as an agent on behalf of PC Xxxxx or as PC Buyer shall otherwise reasonably require; provided, that, if PC Buyer is provided the benefits of any Assumed Contracts or Permits, then PC Buyer shall assume the Liabilities of CFC IPA under such Assumed Contract or Permits, as applicable, but only to the performance by eLoyalty under such subcontractextent the Liabilities thereunder arise after the Initial Closing Date.”

Non-Assignable Contracts. In (a) Notwithstanding anything to the event contrary in this Termination Agreement, and subject to the provisions of this Section 6, to the extent that ------------------------ TSC the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Parent or its designee of any Material Contract would require the consent, authorization, approval or waiver of a person or entity who is unable not a Party to this Termination Agreement or an Affiliate of a Party to this Termination Agreement, and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Termination Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that the Closing shall occur notwithstanding the foregoing without any adjustment to the Asset Purchase Price (as hereinafter defined) on account thereof. During the period beginning on the Closing Date and ending on the date that is thirty (30) days following the Closing (the “Assignment Period”), the Parties shall use commercially reasonable efforts, and cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to assign such Post-Closing Material Contracts as soon as possible following Closing; provided, however, that neither BDSI nor Endo shall be required to FOIA CONFIDENTIAL TREATMENT REQUESTED BY BIODELIVERY SCIENCES INTERNATIONAL, INC. IRS EMPLOYER IDENTIFICATION NUMBER 00-0000000 ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for which confidential treatment are being requested are denoted with “***” pay any Contractconsideration for any such required consent, leaseauthorization, license approval, waiver, or other rights relating release referenced above. If such consent, authorization, approval, waiver, release, substitution or amendment is obtained for a particular Post-Closing Material Contract prior to the eLoyalty Business that would otherwise be transferred or assigned to eLoyalty as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) TSC shall continue to be bound thereby and the purported transfer or assignment to eLoyalty shall automatically be deemed deferred until such time as all legal impediments are removed and/or all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, eLoyalty shall pay, perform and discharge fully all expiration of the obligations of TSC thereunder from Assignment Period, Endo shall sell, assign, transfer, convey and after deliver to Parent or its designee the Distribution Daterelevant contract to which such consent, authorization, approval, waiver, release, substitution or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC amendment relates for all indemnifiable Losses arising out of such performance by eLoyalty. TSC shall, without further consideration therefor, pay and remit to eLoyalty promptly all monies, rights and other considerations received in respect of such performance. TSC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to in this Section 7.3 only ----------- as reasonably directed by eLoyalty and at eLoyalty's expense. If and when any such consent shall be obtained or such Contract, lease, license or other right shall otherwise become assignable or be able to be novated, TSC shall promptly assign and novate (to the extent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further no additional consideration, and eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the assignment of any Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 7.3 is ----------- prohibited by law, the assignment provisions of this Section 7.3 shall operate ----------- to create a subcontract with eLoyalty to perform each relevant unassignable TSC Contract at a subcontract price equal to the monies, rights and other considerations received by TSC with respect to the performance by eLoyalty under such subcontract.

Non-Assignable Contracts. In Anything in this Agreement to the event contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assigned Contract if an attempted assignment thereof, without consent of a Third Party thereto that has not been received, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Deverra or Coeptis thereunder (each, a “Non-Assignable Contract”). Xxxxxxx shall, at Xxxxxxx’s sole cost and expense, obtain the consent of the other parties to any such Non-Assignable Contract for the assignment thereof to Coeptis. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Deverra thereunder so that Coeptis would not in fact receive all rights under such Non-Assignable Contract, then, notwithstanding anything to the contrary in this Agreement, (a) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Contract, and (i) Deverra shall use its Commercially Reasonable Efforts to obtain such consent as soon as possible after the Closing Date and (ii) Coeptis shall cooperate, to the extent that ------------------------ TSC is unable commercially reasonable, with Deverra in its efforts to obtain any such consent, approval or amendment ; and (b) at Coeptis’ election prior to any Contract, lease, license or other rights relating to the eLoyalty Business that would otherwise be transferred or assigned to eLoyalty as contemplated by this Agreement or any other agreement or document contemplated herebyClosing, (i) TSC the Non-Assignable Contract shall continue not constitute a Purchased Asset and Coeptis shall have no obligation with respect to be bound thereby any such Non-Assignable Contract or any liability with respect thereto or (ii) Deverra shall use its Commercially Reasonable Efforts to obtain for Coeptis substantially all of the practical benefit of such Non-Assignable Contract, including by (i) entering into appropriate and the purported transfer or assignment reasonable alternative arrangements on terms mutually and reasonably agreeable to eLoyalty shall automatically be deemed deferred until such time as all legal impediments are removed and/or all necessary consents have been obtained, Xxxxxxx and Coeptis and (ii) unless not permitted by subject to the terms thereof or by lawconsent and control of Coeptis, eLoyalty shall pay, perform enforcement of any and discharge fully all rights of Deverra against the obligations of TSC thereunder from and after the Distribution Date, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC for all indemnifiable Losses Third Party thereto arising out of the breach or cancellation thereof by such performance by eLoyaltyThird Party or otherwise. TSC shall, without further consideration therefor, pay and remit to eLoyalty promptly all monies, rights and other considerations received in respect of such performance. TSC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to Nothing contained in this Section 7.3 only ----------- as reasonably directed by eLoyalty and at eLoyalty's expense. If and when any such consent 3.2.3 shall be obtained deemed to limit or modify the representations and warranties of Deverra contained in Section 4 of this Agreement or limit Coeptis’ rights to make claims for breaches of or inaccuracies in such Contract, lease, license representations or other right shall otherwise become assignable or be able to be novated, TSC shall promptly assign and novate (to the extent permissible) all of its rights and obligations thereunder to eLoyalty without payment of further consideration, and eLoyalty shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the assignment of any Contract, lease, license or other right (or the proceeds thereof) warranties pursuant to this Section 7.3 is ----------- prohibited by law, the assignment provisions 6 of this Section 7.3 shall operate ----------- to create a subcontract with eLoyalty to perform each relevant unassignable TSC Contract at a subcontract price equal to the monies, rights and other considerations received by TSC with respect to the performance by eLoyalty under such subcontractAgreement.

Non-Assignable Contracts. In the event and to the extent that ------------------------ TSC VIGC is unable to obtain any consent, approval or amendment to any Contract, lease, license or other rights relating to the eLoyalty VYGP Business that would otherwise therwise be transferred or assigned to eLoyalty VYGP as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) TSC VIGC shall continue to be bound thereby and the purported transfer or assignment to eLoyalty VYGP shall automatically be deemed deferred until such time as all legal impediments are removed and/or all necessary consents have been obtained, and (ii) unless not permitted by the terms thereof or by law, eLoyalty VYGP shall pay, perform and discharge fully all of the obligations of TSC VIGC thereunder from and after the Distribution Date, or such earlier date as such transfer or assignment would otherwise have taken place, and indemnify TSC VIGC for all indemnifiable identifiable Losses arising out of such performance by eLoyaltyVYGP. TSC VIGC shall, without further consideration therefortherefore, pay and remit to eLoyalty VYGP promptly all monies, rights rights, and other considerations received in respect of such performance. TSC VIGC shall exercise or exploit its rights and options under all such Contracts, leases, licenses and other rights and commitments referred to in this Section 7.3 only ----------- as reasonably directed by eLoyalty VYGP and at eLoyaltyVYGP's expense. If and when any such consent shall be obtained or such Contract, lease, license or other right shall otherwise become assignable or be able to be novated, TSC VIGC shall promptly assign and novate (to the extent permissible) all of its rights and obligations thereunder to eLoyalty VYGP without payment of further consideration, and eLoyalty VYGP shall, without the payment of any further consideration therefortherefore, assume such rights and obligations. To the extent that the assignment of any Contract, lease, license or other right (or the proceeds thereof) pursuant to this Section 7.3 is ----------- prohibited by law, the assignment provisions of this Section 7.3 shall operate ----------- to create a subcontract with eLoyalty VYGP to perform each relevant unassignable TSC VIGC Contract at a subcontract price equal to the monies, rights and other considerations received by TSC VIGC with respect to the performance by eLoyalty VYGP under such subcontract.