Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. The Seller shall, during the remaining term of each Non-Assignable Contract (i.e., Assigned Contracts that require third-party consents for assignment that have not been obtained by the Seller prior to or as of the Closing, and as are listed in Schedule A), use commercially reasonable efforts to (a) obtain the consent of the third parties required thereunder, (b) make the benefit of such Non-Assignable Contract available to 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 after consultation with and prior written notice to the Buyer, the Seller is (a) ordered to do so by a Governmental 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. The To the extent that any of the contracts, rights, or commitments for which assignment to Buyer or Acquisition Sub is provided herein are not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment if such assignment or attempted assignment would constitute a breach thereof. Seller shall, during agrees to use Seller’s best efforts to obtain the remaining term consent of each Non-Assignable Contract (i.e.other party to any such contract, Assigned Contracts that require third-party consents right, or commitment to the assignment thereof to Buyer or Acquisition Sub in all cases in which such consent is required for assignment that have or transfer. If such consent is not been obtained by the Seller at or prior to or as of the Closing, and as are listed if Buyer does not terminate this Agreement in Schedule A), use commercially reasonable efforts to (a) obtain the consent of the third parties required thereunder, (b) make the benefit of such Non-Assignable Contract available to the Buyer so long as the Buyer fully cooperates accordance with the provisions of Section 10 hereof, Seller agrees to cooperate with Buyer and promptly reimburses Acquisition Sub in subsequently seeking such consent and in any reasonable arrangements (including billing arrangements) designed to provide for Buyer and Acquisition Sub the Seller for all payments made by the Seller (with the prior written approval of the Buyer) in connection therewith and (c) enforcebenefits under any such contract, right, or commitment, including enforcement at the request of the Buyer and at the sole expense cost and for the account of the Buyer, Buyer and Acquisition Sub of any right and all rights of Seller against each other party thereto arising out of the Seller arising from cancellation by such Non-Assignable Contract against the other party or parties thereto otherwise. If and to the extent that such arrangements cannot be made, Seller will indemnify Buyer and Acquisition Sub for the amounts due and payable under such contracts, rights, or commitments not assigned and not received by Buyer or Acquisition Sub (including any costs incurred in the right to elect process of seeking such assignment), and Buyer or terminate any such Non-Assignable Contract in accordance Acquisition Sub shall nonetheless be responsible for performing on behalf of Seller 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 after consultation with and prior written notice to the Buyer, the Seller is (a) ordered to do so by a Governmental 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 Closingcontract, 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 payright, or at the option of Seller, reimburse Seller, in advance, for all payments made by Seller in connection with any Non-Assignable Contractscommitment.

Non-Assignable Contracts. The To the extent that the assignment by Seller shallof any Contract or Permit included in the Acquired Assets to be assigned to Buyer pursuant to this Agreement requires Consent of any other party, during and such Consent has not been, or cannot be, obtained at the remaining term of each Non-Assignable Contract (i.e., Assigned Contracts that require third-party consents for assignment that have not been obtained by the Seller prior to or as time of the Closing, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach or violation thereof or would in any way adversely affect the rights of Seller (or Buyer, as assignee) thereunder. If any such Consent is required but not obtained on the Closing Date, and as are listed provided that Buyer consents in Schedule Aits sole and absolute discretion, Seller shall, in such case, continue to deal with the other contracting party or parties (or, with respect to Permits, Governmental Entity), use commercially reasonable efforts with the benefits of such Contract or Permit after the Closing Date accruing to (a) obtain the consent of the third parties required thereunder, (b) make the benefit of Buyer. With respect to Contracts, Seller shall hold all moneys received thereunder for the benefit of Buyer and shall pay the same to Buyer when received. Buyer shall provide Seller with such Non-Assignable Contract available assistance, including, but not limited to, providing the appropriate staff and assets, reasonably required by Seller in order to the Buyer so long as the Buyer fully cooperates continue to deal 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 contracting party or parties thereto (including or Governmental Entities, as applicable. Buyer shall provide such assistance to Seller without charge to Seller; provided that, to the right to elect extent that any third party requests or terminate requires any such Non-Assignable Contract payment in accordance connection with any Consent in connection with the terms thereof). The assignment of any Contract to be assigned to Buyer pursuant to this Agreement, 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 be responsible for such Non-Assignable Contract unless, in good faith and after consultation with and prior written notice to the Buyer, the Seller is (a) ordered to do so by a Governmental 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 orderpayment. Nothing in this Agreement or the Assignment and Assumption Agreement Section 3.11 shall constitute be deemed a sale, assignment, transfer or conveyance to, or assumption by, the waiver by Buyer of its right to receive an effective assignment of the Non-Assignable Contracts. With respect Acquired Assets on the Closing Date, nor shall this Section 3.11 be deemed to constitute an agreement to exclude from the Acquired Assets any such Non-Assignable Contract as to which or Permit included in the necessary approval or consent for the assignment or transfer to the Buyer Acquired Assets that 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, described in advance, for all payments made by Seller in connection with any Non-Assignable Contractsthis Section 3.11.

Non-Assignable Contracts. The Seller shallNotwithstanding anything in this Agreement to the contrary, during this Agreement shall not constitute an agreement, requirement or obligation to transfer or assign any Transferred Contract or Consortium Agreement to Buyer or Vault-IC if the remaining term attempted transfer or assignment thereof, without the consent or approval of each Non-Assignable a third party thereto (including approvals by Government Authorities), would constitute a breach of any Contract (i.e., Assigned Contracts that require third-party consents for assignment that have not been obtained by the Seller prior to or as obligation of Atmel or any of the ClosingSelling 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 Atmel or any of the Selling Subsidiaries thereunder. Atmel and as are listed in Schedule A), the Selling Subsidiaries shall use their respective commercially reasonable best efforts to obtain such consents or approvals. If such consent or approval is not obtained, or if an attempted transfer or assignment of any Transferred Contract or Consortium Agreement would be ineffective, would constitute a breach or violation of any Law or Contract or would adversely affect the rights of Atmel or any of the Selling Subsidiaries thereunder, Atmel will, or will cause the Selling Subsidiaries to, to the extent not prohibited by or not in breach of any Contract or violation of any Laws, (a) obtain cooperate with Buyer in any commercially reasonable arrangement which does not materially adversely impact Atmel and the consent Selling Subsidiaries and which is designed to provide for Buyer the benefits under or in relation to any such Transferred Contract or Consortium Agreement, including, to the extent reasonably necessary and to the extent that such arrangement does not violate any Law or Contract, the right to enjoy the benefits under those Transferred Contracts or Consortium Agreements and enforcement for the benefit of Buyer (at Buyer’s cost) of any and all rights of Atmel and/or the Selling Subsidiaries against a third parties required thereunderparty thereto, (b) make hold all monies paid to Atmel and/or the benefit Selling Subsidiaries thereunder on and after the Closing Date in trust for the account of such Non-Assignable Contract available to 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 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 request Selling Subsidiaries of any Transferred Contract or Consortium Agreement which shall require the Buyer and at the sole expense and for the account consent or approval of the Buyer, any right of the Seller arising from such Non-Assignable Contract against the other third party or parties thereto (including the right approvals by Governmental Authorities) shall be made subject to elect such consent 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 after consultation with and prior written notice to the Buyer, the Seller is (a) ordered to do so by a Governmental Authority or body of competent jurisdiction or (b) otherwise required to do so by Lawapproval being obtained; 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 transfer or assignment shall not require Buyer to file and pursue make any additional payments to Atmel for such appeal and to obtain a stay of such order. Nothing in this Agreement or the Assignment and Assumption Agreement transfer, it being understood that Buyer 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 be responsible for the assignment costs and expenses of registration, perfection or transfer other costs and expenses related to owning or exercising the Buyer is obtained following the Closing, the Seller shall transfer such Non-Assignable Contract to the Buyer by execution rights 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 Contractsbenefits acquired herein.

Non-Assignable Contracts. The Seller shallTo the extent that any Assigned Contract or Assigned Lease is not capable of being assigned or transferred without the consent or waiver of the other party thereto or any third party, during or if such assignment or transfer, or attempted assignment or transfer, would constitute a breach thereof (a “Non-Assignable Contract”), this Agreement shall not constitute an assignment or transfer of any such Non-Assignable Contract, or an attempted assignment or transfer of any such Non-Assignable Contract. If such consent for a Non-Assignable Contract (except for the Required Consents, unless waived) is not obtained, the Closing shall proceed with respect to the remaining term Purchased Assets. The parties shall have the continuing obligation for a period of one (1) year after the Closing to use their commercially reasonable efforts to endeavor to obtain all necessary consents to the assignment or transfer of any Non-Assignable Contracts. Upon obtaining the requisite third party consent thereto, each Non-Assignable Contract shall be transferred and assigned to Buyer (i.e.or its designated Affiliate) hereunder. Notwithstanding anything to the contrary in this Section 2.5, Assigned Contracts that require third-party consents for assignment that have not been obtained by the Seller prior with respect to or as of the Closing, and as are listed in Schedule A), use commercially reasonable efforts to (a) obtain the consent of the third parties required thereunder, (b) make the benefit of such any Non-Assignable Contract available that is not assigned and transferred to Buyer (or its designated Affiliate) pursuant to the Buyer so long as first sentence of this Section 2.5, after the Buyer fully cooperates with Closing and until the requisite consent is obtained and the foregoing is assigned and transferred to Buyer, the Seller Parties and/or Seller Representative shall use their commercially reasonable efforts and promptly reimburses the Seller cooperate with Buyer in endeavoring to obtain for all payments made by the Seller (with the prior written approval Buyer an arrangement designed to provide Buyer substantially equivalent benefits 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 each such Non-Assignable Contract in accordance with the terms thereof). The Seller shall not take any action or suffer any omission some other manner; provided 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 after consultation with and prior written notice to the Buyer, expenses incurred by the Seller is (a) ordered to do so Parties in providing such benefits shall be paid by a Governmental Authority or body of competent jurisdiction or (b) otherwise required to do so by Law; provided, however, that if any such order is appealable, Buyer. Buyer shall indemnify the Seller shall, at the Buyer’s sole cost and expense, take such reasonable Parties for any breach or alleged breach (based on 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 inactions occurring after the Closing, the Seller shall transfer ) of any such Non-Assignable Contract to the extent Buyer by execution and delivery of an instrument of conveyance reasonably satisfactory requests the Companies 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 Contractsperform thereunder.

Non-Assignable Contracts. The 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 is not permitted without the Consent of another party and such Consent shall not have been obtained, this Agreement shall not be deemed to constitute an undertaking to assign such Purchased Asset without such Consent if an attempted assignment would constitute a breach thereof or adversely affect the rights of any EPD Group Member thereunder. 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 shallshall have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any such Consent, during and no representation, warranty or covenant of Parent 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 remaining term failure to obtain any such Consent. Parent shall use reasonable best efforts to secure such Consent (not including the payment of each Non-Assignable Contract (i.e., Assigned Contracts that require third-party consents for assignment that have not been obtained by the Seller any consideration) prior to the Closing and Buyer shall provide or as 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, and as are listed subject to satisfaction of the conditions to Closing set forth in Schedule A)Article 9, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Buyer shall use commercially reasonable efforts to secure such Consent as promptly as practicable after the Closing and Parent shall provide or cause to be provided all commercially reasonable assistance to Buyer (anot 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 consent benefits of and assume the third parties required thereunder, obligations related to any such Purchased Asset to which such Consent relates including (bi) make the benefit of such Non-Assignable Contract available to the Buyer so long as extent not prohibited by law or contract, continuing to hold, and to the Buyer fully cooperates with the Seller and promptly reimburses the Seller for all payments made extent required by the Seller (with terms applicable to such Purchased Asset, operate such Purchased Asset, in the prior written approval case of real or personal property and be bound thereby in the Buyer) in connection therewith case of Agreements, and (cii) enforceenforcing at Buyer’s request, at the request of the or allowing Buyer and at the sole expense and for the account of the Buyerits Affiliates to enforce in a commercially reasonable manner, any right rights of Parent and its Affiliates under such Purchased Asset against the Seller arising from such Non-Assignable Contract against issuer thereof or the other party or parties thereto (including the right to elect or to terminate any such Non-Assignable Contract of the foregoing in accordance with the terms thereofthereof upon the request of Buyer). 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 after consultation with and prior written notice to the Buyer, the Seller is (a) ordered to do so by a Governmental Authority or body of competent jurisdiction or (b) otherwise required to do so by Law; provided, however, that if 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 order is appealablecosts 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. Parent shall, and shall cause 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 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 Seller shallobligations of Parent or its relevant Affiliate, at as the Buyer’s sole cost case may be, thereunder or in connection therewith or, if more advantageous to the parties, to take actions to enable Parent or its Affiliates to pay, perform and expensedischarge fully such obligations, take but only to the extent that (i) such reasonable actions as are requested action by Buyer would not result in any default thereunder or in connection therewith and (ii) such performance pertains to, or is related to, the providing (past, present or future) of benefits to Buyer to file and pursue such appeal and to obtain a stay of such orderor its Affiliates (including the Acquired Entities). Nothing in this Section 2.09 shall be deemed to constitute an agreement to exclude from the Purchased Assets any Agreement or the Assignment and Assumption Agreement shall constitute a saleany other right, assignment, transfer title or conveyance to, interest in or assumption by, the Buyer of the Non-Assignable Contracts. With respect to any such Non-Assignable Contract as to which the necessary approval asset 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 Contractsproperty.

Non-Assignable Contracts. The Anything in this Agreement to the contrary notwithstanding, this Agreement will not constitute an agreement to assign any Contract or Permit or any claim or right or any benefit arising thereunder or resulting therefrom if any attempted assignment thereof, without the consent of the applicable counterparty thereto or a Governmental Authority, would constitute a default thereof or adversely affect the rights of any Seller shall, during or the remaining term of each Stockholder thereunder (the “Non-Assignable Contract Contracts”). In the event such consent is not obtained or if an attempted assignment of the Non-Assignable Contracts would be ineffective or adversely affect the rights of any Seller or the Stockholder thereunder, (i.e., Assigned Contracts that require third-party consents i) for assignment that have not been obtained by the Seller prior to or as of ninety (90) days after the Closing, Sellers and as are listed in Schedule A), the Stockholder shall use commercially reasonable efforts to (a) cooperate with Buyer to obtain any consent or authorization which may be required to transfer or assign the consent Non- Assignable Contracts to Buyer or to remove or eliminate any impediment preventing the transfer or assignment of the third parties required thereunderNon- Assignable Contracts to Buyer, (bii) make Sellers and the Stockholder shall use commercially reasonable efforts to cooperate with Buyer in any arrangement designed to provide to Buyer the benefit of such Non-Assignable Contract available to 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 after consultation with and prior written notice to the Buyer, the Seller is (a) ordered to do so by a Governmental 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 , (iii) Sellers shall not transfer or assign the Non-Assignable Contracts to any Person other than Buyer or Buyer’s assigns, and (iv) Buyer will be responsible for all obligations relating to such Non-Assignable Contract Contracts arising or occurring on or after the Closing Date as if they had been transferred or assigned to which Buyer in accordance with the necessary approval or consent terms of this Agreement. Upon the request of Buyer, Sellers shall use commercially reasonable efforts to enforce, for the assignment or transfer to the Buyer is obtained following the Closingaccount, 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 expense and on behalf of SellerBuyer, reimburse Seller, in advance, for all payments made by Seller any rights of Sellers arising under or in connection with any Non-Assignable Contracts. Nothing contained in this Section 3.4 shall require Sellers or the Stockholder nor any of their respective Affiliates to pay any money or other consideration or grant forbearances to any third party in connection with any Assumed Contracts or Permits.

Non-Assignable Contracts. The Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any 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 consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer, a Buying Affiliate, Seller shallor a Selling Affiliate thereunder (any such Purchased Contract, during the remaining term of each a “Non-Assignable Contract (i.e., Assigned Contracts that require third-party consents for assignment that have not been obtained by the Seller prior to or as of the Closing, Contract” and as are listed in Schedule A), use commercially reasonable efforts to (a) obtain the consent of the third parties required thereunder, (b) make the benefit of such Non-Assignable Contract available to 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 limitis also a Shared Contract, restrict or terminate in any material respect the benefits to the Buyer of such a “Non-Assignable Contract unless, in good faith and after consultation with and prior written notice to the Buyer, the Seller is (a) ordered to do so by a Governmental 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 Shared Contract”). Seller shall, at the Buyer’s sole cost and expenseshall cause a Selling Affiliate, take such if applicable, to use its commercially reasonable actions as are requested by the Buyer to file and pursue such appeal and efforts 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 consent of the Non-Assignable Contracts. With respect other parties to any such Non-Assignable Contract as to which the necessary approval or consent for the assignment thereof to Buyer or transfer to a Buying Affiliate as Buyer may request. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Parties thereunder so that Buyer is obtained following the Closing, the Seller shall transfer or a Buying Affiliate would not in fact receive all rights under such Non-Assignable Contract 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 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 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 execution Seller or a Selling Affiliate, as applicable, under any Non-Assignable Contract, excluding any sales, use, value added, goods and delivery of an instrument of conveyance reasonably satisfactory 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 within five (5) Business Days following receipt of shall pay, defend, discharge and perform all Liabilities to the extent constituting Assumed Liabilities under such approval or consentNon-Assignable Contracts as required under Section 2.2(a). Following the Closing, Seller shall, and shall cause the Selling Affiliates to, and Buyer shall, and shall directly paycause the Buying Affiliates to, or at take such further actions with respect to the option of Seller, reimburse Seller, in advance, for all payments made by Seller in connection with any Non-Assignable ContractsContracts as are described on Exhibit C hereto.

Non-Assignable Contracts. The Seller shall, during the remaining term of each Non-Assignable Contract (i.e., Assigned Contracts that require third-party consents for assignment that have not been obtained by the Seller prior to or as of the Closing, and as are listed in Schedule A)Contract, use commercially reasonable efforts to (a) obtain the consent of the third parties required thereunder, (b) make the benefit of such Non-Assignable Contract available to the Buyer Purchaser so long as the Buyer 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 BuyerPurchaser) in connection therewith and (c) enforce, at the request of the Buyer Purchaser and at the sole expense and for the account of the BuyerPurchaser, 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 Purchaser of such Non-Assignable Contract unless, in good faith and after consultation with and prior written notice to the BuyerPurchaser, the Seller is (a) ordered to do so by a Governmental Authority or body 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 BuyerPurchaser’s sole cost and expense, take such reasonable actions as are requested by the Buyer Purchaser 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 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 Buyer Purchaser is obtained following the Closing, the Seller shall transfer such Non-Assignable Contract to the Buyer Purchaser by execution and delivery of an instrument of conveyance reasonably satisfactory to the Buyer Purchaser within five (5) Business Days following receipt of such approval or consent. Following the Closing, Buyer 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.