Common use of Nonassignable Contracts Clause in Contracts

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement will not constitute an agreement to assign any Contract or other Automotive Asset if an assignment or attempted assignment of the same without the Consent of another Person would constitute a breach thereof or entitle any other party thereto to terminate, or accelerate or assert additional material rights thereunder or with respect thereto. If any such Consent is not obtained or if an attempted assignment would be ineffective or have such other effect, then (a) the party purporting to make such transfer (the "INTENDED TRANSFEROR") shall (i) provide or cause to be provided to the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE"), to the extent permitted by Law, the benefits of any such Contract or Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Contract or Automotive Asset and (b) in consideration for the matters described in clause (a) above, the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereof. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will inure to the Intended Transferee. If and when such Consents are obtained, the transfer of the applicable Contract or Automotive Asset will be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement will shall not constitute an agreement to assign any Assumed Contract or other Automotive Asset commitment or asset if an assignment or attempted assignment of the same without the Consent consent of another Person the other party or parties thereto would constitute a breach thereof or entitle in any other party thereto to terminate, way impair the rights of the Company or accelerate or assert additional material rights thereunder or with respect theretothe Associated Subsidiaries thereunder. If any such Consent consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or have would impair any party's rights under any such Assumed Contract or other effectAsset so that CNCO would not receive all such rights, then (ax) the party purporting Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to make such transfer (the "INTENDED TRANSFEROR"expend money or offer or grant any financial accommodation) shall (i) to provide or cause to be provided to the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE")CNCO, to the extent permitted by Lawlaw, the benefits of any such Assumed Contract or Automotive other Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to and the Intended Transferee, (iii) enforce, at the request of and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) Company shall promptly pay or cause to be paid to the Intended Transferee CNCO, when received received, all moneys received by the Intended Transferor Company or the Associated Subsidiaries with respect to any such Assumed Contract or Automotive other Asset and (by) in consideration for the matters described in clause (a) above, the Intended Transferee thereof CNCO shall pay, perform and discharge on behalf of the Intended Transferor all of Company and the Intended Transferor's Liabilities Associated Subsidiaries debts, liabilities, obligations and commitments thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereof. In addition, the Intended Transferor Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Intended Transferee Investor in order to place the Intended TransfereeCNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or Automotive other Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will command are to inure to the Intended TransfereeCNCO. If and when such Consents consents and approvals are obtained, the transfer of the applicable Contract or Automotive Asset will asset shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement will not constitute an agreement to assign any Delayed Equity Interest, Contract or other Automotive Asset if an assignment or attempted assignment of the same without the Consent of another Person would not be effective or constitute a breach thereof or entitle any other party thereto to terminate, or accelerate or assert additional material rights thereunder or with respect thereto. If any such Consent is not obtained or if an attempted assignment would be ineffective or have such other effect, then (a) the party purporting to make such transfer (the "INTENDED TRANSFEROR") shall (i) provide or cause to be provided to the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE"), to the extent permitted by Law, the benefits of any such Contract or Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Contract or Automotive Asset and (b) in consideration for the matters described in clause (a) above, the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereof. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will inure to the Intended Transferee. If and when such Consents are obtained, the transfer of the applicable Delayed Equity Interest, Contract or Automotive Asset will be effected in accordance with the terms of this Agreement. The parties acknowledge and agree that the transfers of the Delayed Equity Interests shall be governed by this Section 1.5.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement will shall not constitute an agreement to assign any Contract PFS Asset or other Automotive Asset PFS Liability if an assignment or attempted assignment of the same without the Consent consent of another Person would constitute a breach thereof or entitle in any other way impair the rights of a party thereto to terminate, or accelerate or assert additional material rights thereunder or give to any third party any rights with respect thereto. If any such Consent consent is not obtained or if an attempted assignment would be ineffective or have would impair such other effectparty's rights under any such PFS Asset or PFS Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the "Intended Transferee") would not receive all such rights and responsibilities, then (ai) the party purporting to make such transfer (the "INTENDED TRANSFERORIntended Transferor") shall (i) use commercially reasonable efforts to provide or cause to be provided to the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE")Intended Transferee, to the extent permitted by Lawlaw, the benefits of any such Contract PFS Asset or Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of PFS Liability and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Contract or Automotive PFS Asset and (bii) in consideration for the matters described in clause (a) above, thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereofthereof which it may do without breach. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive PFS Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will shall inure to the Intended Transferee. If and when such Consents consents and approvals are obtained, the transfer of the applicable Contract or Automotive PFS Asset will shall be effected in accordance with the terms of this Agreement. To the extent that the PFS Liabilities include liabilities, obligations or commitments pursuant to any 6 8 contract, permit, license, franchise or other right, Daisytek shall, to the extent such contract, permit, license, franchise or other right is not a PFS Asset, upon request by PFSweb either assign the same to PFSweb or assert and seek to enforce the same for the benefit of PFSweb.

Nonassignable Contracts. Anything contained herein To the extent that the assignment hereunder by the Seller to the contrary notwithstanding, but subject Buyer of any Assumed Commercial Contract is not permitted or is not permitted without the consent of any other party to Section 7.3 and Section 8.2(d)such Assumed Commercial Contract, this Agreement will shall not be deemed to constitute an agreement to assign any Contract or other Automotive Asset if an assignment or attempted assignment of the same without the Consent of another Person any such Assumed Commercial Contract if such consent is not given or if such assignment otherwise would constitute a breach thereof of, or entitle cause a loss of contractual benefits under, any such Assumed Commercial Contract. If any assignment of an Assumed Commercial Contract is not permitted and the Closing hereunder is consummated, the Seller shall, for a period of [***] following the Closing Date, cooperate with the Buyer in any reasonable arrangement designed to provide the Buyer with the rights and benefits (subject to the obligations) under any such Assumed Commercial Contract, including, upon the request of the Buyer, enforcement for the benefit of the Buyer of any and all rights of the Seller against any other party thereto to terminate, arising out of any breach or accelerate or assert additional material rights thereunder or with respect thereto. If cancellation of any such Consent is not obtained or if an attempted assignment would be ineffective or have Assumed Commercial Contract by such other effectparty and, then if requested by the Buyer, acting as an agent on behalf of the Buyer or as the Buyer shall otherwise reasonably request, at the Buyer’s expense; provided, that none of the Seller or any of its Affiliates shall be required to pay money to any third party, commence any litigation or offer or grant any material accommodation (afinancial or otherwise) to any third party in connection with such efforts. For the party purporting to make such transfer (avoidance of doubt, the "INTENDED TRANSFEROR") shall (i) provide or cause to be provided to the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE")Buyer acknowledges and agrees that, to the extent permitted by Lawthat any of the Transferred Copyrights or materials in connection therewith or any transferred websites contain (i) any Seller Brands, no ownership or transfer of the benefits of Seller Brands shall occur and the Seller retains full right, title and interest in and to any such Contract Seller Brands and the Buyer shall only have the limited right to use such Seller Brands pursuant to Section 5.6, or Automotive Asset, (ii) cooperate any marks, images, information or other items of a third party for which the Seller received a right to use from a third party, no right, title or interest in any lawful arrangements designed to provide such benefits third party xxxx, image, information or item is being transferred or assigned to the Intended Transferee, (iii) enforce, at Buyer and the request of and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the Buyer shall have no right to elect to terminate use any such Contract third party xxxx, image, information or item unless and until the Buyer, in accordance with the terms thereof upon the advice of the Intended Transfereeits sole discretion, and (iv) promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to obtains a license from any such Contract or Automotive Asset and (b) in consideration third party for the matters described in clause (a) above, the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder (to the extent any such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereof. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will inure to the Intended Transferee. If and when such Consents are obtained, the transfer of the applicable Contract or Automotive Asset will be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement will shall not constitute an agreement to assign any Contract or other Automotive Asset if an assignment or attempted assignment of the same without the Consent consent of another Person would constitute a breach thereof or entitle in any other way impair the rights of a party thereto to terminate, or accelerate or assert additional material rights thereunder or with respect theretothereunder. If any such Consent consent is not obtained or if an attempted assignment would be ineffective or have would impair such other effect, then (a) the party purporting to make party's rights under any such transfer (the "INTENDED TRANSFEROR") shall (i) provide Contract or cause to be provided to Asset so that the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREEIntended Transferee")) would not receive all such rights, then (x) the party purporting to make such transfer (the "Intended Transferor") shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by Lawlaw, the benefits of any such Contract or Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of Asset and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Contract or Automotive Asset and (by) in consideration for the matters described in clause (a) above, thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereof. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will shall inure to the Intended Transferee. If and when such Consents consents and approvals are obtained, the transfer of the applicable Contract or Automotive Asset will shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement will shall not constitute an agreement to assign any Contract Propel Asset or other Automotive Asset Propel Liability if an assignment or attempted assignment of the same without the Consent consent of another Person would constitute a breach thereof or entitle in any other way impair the rights of a party thereto to terminate, or accelerate or assert additional material rights thereunder or give to any third party any rights with respect thereto. If any such Consent consent is not obtained or if an attempted assignment would be ineffective or have would impair such other effectparty's rights or obligations under any such Propel Asset or Propel Liability so that the party entitled to the rights and obligations of such purported transfer (the "INTENDED TRANSFEREE") would not receive all such rights and obligations, then (a) the party purporting to make such transfer (the "INTENDED TRANSFEROR") shall (i) use commercially reasonable efforts to provide or cause to be provided to the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE")Intended Transferee, to the extent permitted by Lawlaw, the benefits rights or obligations of any such Contract Propel Asset or Automotive Asset, Propel Liability and (iia) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Contract or Automotive Propel Asset and and/or (b) in consideration for the matters described in clause (a) above, the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder (obligations with respect to the extent any such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) Propel Liability in a timely manner and in accordance with the terms thereofthereof which it may do without breach. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract Propel Asset or Automotive Asset Propel Liability had been transferred as contemplated hereby and so that all the benefits rights and burdens obligations relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will shall inure to the Intended Transferee. If and when such Consents consents and approvals are obtained, the transfer of the applicable Contract Propel Asset or Automotive Asset will Propel Liability shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement will not constitute an agreement to assign any Delayed Equity Interest, Contract or other Automotive Asset if an assignment or attempted assignment of the same without the Consent of another Person would not be effective or constitute a breach thereof or entitle any other party thereto to terminate, or accelerate or assert additional material rights thereunder or with respect thereto. If any such Consent is not obtained or if an attempted assignment would be ineffective or have such other effect, then (a) the party purporting to make such transfer (the "INTENDED TRANSFEROR"“Intended Transferor”) shall (i) provide or cause to be provided to the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE"“Intended Transferee”), to the extent permitted by Law, the benefits of any such Contract or Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Contract or Automotive Asset and (b) in consideration for the matters described in clause (a) above, the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's ’s Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereof. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will inure to the Intended Transferee. If and when such Consents are obtained, the transfer of the applicable Delayed Equity Interest, Contract or Automotive Asset will be effected in accordance with the terms of this Agreement. The parties acknowledge and agree that the transfers of the Delayed Equity Interests shall be governed by this Section 1.5.”

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement will not constitute an agreement to assign any Contract or other Automotive Asset if an assignment or attempted assignment of the same without the Consent of another Person would constitute a breach thereof or entitle any other party thereto to terminate, or accelerate or assert additional material rights thereunder or with respect thereto. If any such Consent is not obtained or if an attempted assignment would be ineffective or have such other effect, then (a) the party purporting to make such transfer (the "INTENDED TRANSFEROR"“Intended Transferor”) shall (i) provide or cause to be provided to the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE"“Intended Transferee”), to the extent permitted by Law, the benefits of any such Contract or Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Contract or Automotive Asset and (b) in consideration for the matters described in clause (a) above, the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's ’s Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereof. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will inure to the Intended Transferee. If and when such Consents are obtained, the transfer of the applicable Contract or Automotive Asset will be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement will shall not constitute an agreement to assign any Contract PFS Asset or other Automotive Asset PFS Liability if an assignment or attempted assignment of the same without the Consent consent of another Person would constitute a breach thereof or entitle in any other way impair the rights of a party thereto to terminate, or accelerate or assert additional material rights thereunder or give to any third party any rights with respect thereto. If any such Consent consent is not obtained or if an attempted assignment would be ineffective or have would impair such other effectparty's rights under any such PFS Asset or PFS Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the "Intended Transferee") would not receive all such rights and responsibilities, then (ai) the party purporting to make such transfer (the "INTENDED TRANSFERORIntended Transferor") shall (i) use commercially reasonable efforts to provide or cause to be provided to the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE")Intended Transferee, to the extent permitted by Lawlaw, the benefits of any such Contract PFS Asset or Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of PFS Liability and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Contract or Automotive PFS Asset and (bii) in consideration for the matters described in clause (a) above, thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereofthereof which it may do without breach. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive PFS Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will shall inure to the Intended Transferee. If and when such Consents consents and approvals are obtained, the transfer of the applicable Contract or Automotive PFS Asset will shall be effected in accordance with the terms of this Agreement. To the extent that the PFS Liabilities include liabilities, obligations or commitments pursuant to any contract, permit, license, franchise or other right, Daisytek shall, to the extent such contract, permit, license, franchise or other right is not a PFS Asset, upon request by PFSweb either assign the same to PFSweb or assert and seek to enforce the same for the benefit of PFSweb.

Nonassignable Contracts. Anything contained herein to the ----------------------- contrary notwithstanding, but subject to Section Sections 7.3 and Section 8.2(d8.2(g), this Agreement will shall not constitute an agreement to assign any Contract or other Automotive Asset if an assignment or attempted assignment of the same without the Consent of another Person would constitute a breach thereof or entitle any other party thereto to terminate, or accelerate or assert additional material rights thereunder or with respect theretothereunder. If any such Consent is not obtained or if an attempted assignment would be ineffective or have such other effect, then (a) the party purporting to make such transfer (the "INTENDED TRANSFERORIntended Transferor") shall (i) use its commercially reasonable efforts to provide or cause to be provided to the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREEIntended Transferee"), to the extent permitted by Law, the benefits of any such Contract or Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Contract or Automotive Asset and (b) in consideration for the matters described in clause (a) above, above the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereof. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will shall inure to the Intended Transferee. The foregoing arrangements shall be reasonably satisfactory to the Intended Transferee. If and when such Consents are obtained, the transfer of the applicable Contract or Automotive Asset will shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein To the extent that: (a) the rights of Seller under any Contract may not be assigned to Purchaser without the contrary notwithstanding, but subject to Section 7.3 consent of another Person; and Section 8.2(d), (b) such consent has not been obtained; then this Agreement will not constitute an agreement to assign any or assume such Contract or other Automotive Asset (each, a "Nonassignable Contract") if an assignment or attempted assignment of the same without the Consent of another Person and assumption would constitute a breach thereof or entitle any other party thereto to terminate, or accelerate or assert additional material rights thereunder or with respect theretobe unlawful. If any such Consent consent is not obtained obtained, or if an any attempted assignment or assumption of a Nonassignable Contract would be ineffective or have would impair Purchaser’s rights thereunder so that Purchaser would not in effect acquire the benefit of all such other effectrights, then (a) the party purporting to make such transfer (the "INTENDED TRANSFEROR") shall then: (i) provide or cause to the Nonassignable Contract will not be provided to the party entitled to the benefits of such purported transfer an assigned Contract hereunder; (the "INTENDED TRANSFEREE")ii) Seller, to the maximum extent permitted by Law, will act after the Closing Date as Purchaser’s agent in order to obtain for Purchaser the benefits thereunder (including enforcement for the account of any Purchaser of such Contract or Automotive Assetrights against the other party to the Nonassignable Contract) and will reasonably cooperate, (ii) cooperate to the maximum extent permitted by Law, with Purchaser in any lawful arrangements other reasonable arrangement designed to provide such benefits to the Intended Transferee, Purchaser; and (iii) enforcePurchaser will, at to the request maximum extent permitted by Law, (x) act after the Closing Date as Seller's agent in the performance of and for all of Seller's obligations under the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Nonassignable Contract in accordance with the terms thereof upon and conditions thereof, which shall include without limitation honoring the advice of the Intended Transferee, pricing terms under Seller's payor contracts until such contracts may be terminated in accordance with their terms and (ivy) promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor indemnify and hold Seller harmless with respect to any liabilities arising from or related to such Contract or Automotive Asset and (b) in consideration for the matters described in clause (a) above, the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereof. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will inure to the Intended Transferee. If and when such Consents are obtained, the transfer of the applicable Contract or Automotive Asset will be effected in accordance with the terms of this AgreementNonassignable Contracts.

Nonassignable Contracts. Anything contained herein (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, but and subject to the provisions of this Section 7.3 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to the Buyer of any Transferred Assets would result in a violation of any Requirements of Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Required Consent”), and Section 8.2(d)such Required Consent shall not have been obtained prior to the Closing, this Agreement will shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof (a “Deferred Item”); provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article 8 and Article 9, the Closing shall occur notwithstanding the foregoing without any adjustment to the Transfer Price on account thereof, provided that if an agreement to assign or transfer a Deferred Item, other than any Contract or other Automotive Asset if an assignment or attempted assignment of the same without the Deferred Item subject to a Required Consent of another Person would constitute (a breach thereof or entitle any other party thereto to terminate“Deferred Consent”), or accelerate or assert additional material rights thereunder or with respect thereto. If any such Consent is not obtained obtained, or if an attempted assignment or transfer thereof would be ineffective or have would affect the rights thereunder so that Buyer would not receive all such other effectrights, then (a) the party purporting to make then, in each such transfer (the "INTENDED TRANSFEROR") shall case, (i) provide or cause the Deferred Item shall be withheld from sale pursuant to be provided to this Agreement without any reduction in the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE"), to the extent permitted by Law, the benefits of any such Contract or Automotive AssetTransfer Price, (ii) cooperate from and after the Closing, Sellers and Buyer will cooperate, in all reasonable respects, to seek to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither Sellers nor Buyer shall be required to make any lawful arrangements designed payments or agree to provide such benefits to the Intended Transfereeany undertakings in connection therewith, and (iii) enforceuntil such Deferred Consent is obtained, at the request of Sellers and for the account of the Intended TransfereeBuyer will cooperate, any rights of the Intended Transferor arising from such Contract or Automotive Assetin all reasonable respects, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) promptly pay or cause to be paid provide to the Intended Transferee when received all moneys received by Buyer the Intended Transferor benefits under the Deferred Item to which such Deferred Consent relates (with respect Buyer entitled to any such Contract or Automotive Asset and (b) in consideration for the matters described in clause (a) above, the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereof. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential subject to all the obligations thereunder arising from and after the Closing except for gain and dominion, control and command, will inure any obligations arising from or related to (1) any material breach or violation thereunder prior to the Intended TransfereeClosing or any act or omission prior to the Closing that would have constituted a material breach or violation thereunder upon notice or passage of time or (2) a material breach of any representation, warranty, covenant or agreement of the relevant Seller in this Agreement). If Following the Closing, each of Sellers and when Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such Consents are required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assumed Obligations or other liabilities that constitute Assumed Obligations or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, the Buyer shall be solely responsible for Assumed Obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor and the Buyer shall not be required to assume any liability that is not an Assumed Obligation, except Buyer shall be responsible for any fees charged by the administrative agent in connection with the obtaining of any Required Consent. Once such Required Consent is obtained, each Seller shall sell, assign, transfer, convey and deliver to the transfer of Buyer the applicable Contract or Automotive relevant Transferred Asset will be effected in accordance with the terms of this Agreementto which such Required Consent relates for no additional consideration.

Nonassignable Contracts. Anything Notwithstanding anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d)contrary, this Agreement will shall not constitute an agreement to assign any Contract Asset or other Automotive Asset assume any Liability if an assignment or assumption or attempted assignment or assumption of the same without the Consent consent of another Person would constitute a breach thereof or entitle in any other way impair the rights of a party thereto thereunder (including a party hereunder) or give to terminate, or accelerate or assert additional material any third party any rights thereunder or with respect thereto. If any such Consent consent is not obtained or if an any attempted assignment or assumption would be ineffective or have would so impair a party's rights with respect to any such other effectAsset or Liability so that the party entitled to the benefits (including relief from Liability) associated with such purported transfer (the "Intended Transferee") would not receive all of such benefits, then then, as appropriate, (aw) the party purporting to make such transfer (the "INTENDED TRANSFERORIntended Transferor") shall (i) use commercially reasonable efforts to provide or cause to be provided to the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE")Intended Transferee, to the extent permitted by Lawlaw, the benefits of any such Contract Asset or Automotive Asset, Liability (iix) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforceto the extent permitted by law, at the request of and for the account of the Intended Transferee, any rights of shall use commercially reasonable efforts to assume such Liability so that the Intended Transferor arising from such Contract or Automotive Assetis relieved therefrom, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of (y) the Intended Transferee, and (iv) Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Contract or Automotive Asset and (by) in consideration for the matters described in clause (a) above, the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereofthereof which it may do without breach. In addition, the Intended Transferor and Intended Transferee, as the case may be, shall take such other actions as may be reasonably be requested by the Intended Transferee other party in order to place the (i) Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will shall inure to the Intended TransfereeTransferee and (ii) Intended Transferor, insofar as reasonably possible, in the same position as if such Liability had been transferred as contemplated hereby so that the Intended Transferor shall be relieved therefrom. If and when such Consents consents and approvals are obtained, the transfer of the applicable Contract or Automotive Asset will shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement will shall not constitute an agreement to assign any Contract Asset or other Automotive Asset Liability if an assignment or attempted assignment of the same without the Consent consent of another Person would constitute a breach thereof or entitle in any other way impair the rights of a party thereto to terminate, or accelerate or assert additional material rights thereunder or give to any third party any rights with respect thereto. If any such Consent consent is not obtained or if an attempted assignment would be ineffective or have would impair such other effectparty's rights under any such Asset or Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the "Intended Transferee") would not receive all such rights and responsibilities, then (a) the party purporting to make such transfer (the "INTENDED TRANSFERORIntended Transferor") shall (i) use commercially reasonable efforts to provide or cause to be provided to the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE")Intended Transferee, to the extent permitted by Lawlaw, the benefits of any such Contract Asset or Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of Liability and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Contract or Automotive Asset and (b) in consideration for the matters described in clause (a) above, thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereofthereof which it may do without breach. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will shall inure to the Intended Transferee. If and when such Consents consents and approvals are obtained, the transfer of the applicable Contract or Automotive Asset will shall be effected in accordance with the terms of this Agreement.

Nonassignable Contracts. Anything contained herein (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, but and subject to the provisions of this Section 7.3 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to the Buyer of any Transferred Assets would result in a violation of any Requirements of Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Required Consent”), and Section 8.2(d)such Required Consent shall not have been obtained prior to the Closing, this Agreement will shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof (a “Deferred Item”); provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article 8 and Article 9, the Closing shall occur notwithstanding the foregoing without any adjustment to the Transfer Price on account thereof, provided that if an agreement to assign or transfer a Deferred Item, other than any Contract or other Automotive Asset if an assignment or attempted assignment of the same without the Deferred Item subject to a Required Consent of another Person would constitute (a breach thereof or entitle any other party thereto to terminate“Deferred Consent”), or accelerate or assert additional material rights thereunder or with respect thereto. If any such Consent is not obtained obtained, or if an attempted assignment or transfer thereof would be ineffective or have would affect the rights thereunder so that Buyer would not receive all such other effectrights, then (a) the party purporting to make then, in each such transfer (the "INTENDED TRANSFEROR") shall case, (i) provide or cause the Deferred Item shall be withheld from sale pursuant to be provided to this Agreement without any reduction in the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE"), to the extent permitted by Law, the benefits of any such Contract or Automotive AssetTransfer Price, (ii) cooperate from and after the Closing, Seller and Buyer will cooperate, in all reasonable respects, to seek to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither Seller nor Buyer shall be required to make any lawful arrangements designed payments or agree to provide such benefits to the Intended Transfereeany undertakings in connection therewith, and (iii) enforceuntil such Deferred Consent is obtained, at the request of Seller and for the account of the Intended TransfereeBuyer will cooperate, any rights of the Intended Transferor arising from such Contract or Automotive Assetin all reasonable respects, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) promptly pay or cause to be paid provide to the Intended Transferee when received all moneys received by Buyer the Intended Transferor benefits under the Deferred Item to which such Deferred Consent relates (with respect Buyer entitled to any such Contract or Automotive Asset and (b) in consideration for the matters described in clause (a) above, the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereof. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential subject to all the obligations thereunder arising from and after the Closing except for gain and dominion, control and command, will inure any obligations arising from or related to (1) any material breach or violation thereunder prior to the Intended TransfereeClosing or any act or omission prior to the Closing that would have constituted a material breach or violation thereunder upon notice or passage of time or (2) a material breach of any representation, warranty, covenant or agreement of the relevant Seller in this Agreement). If Following the Closing, each of Seller and when Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such Consents are required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assumed Obligations or other liabilities that constitute Assumed Obligations or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, the Buyer shall be solely responsible for Assumed Obligations from and after the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor and the Buyer shall not be required to assume any liability that is not an Assumed Obligation, except Buyer shall be responsible for any fees charged by the administrative agent in connection with the obtaining of any Required Consent. Once such Required Consent is obtained, Seller shall sell, assign, transfer, convey and deliver to the transfer of Buyer the applicable Contract or Automotive relevant Transferred Asset will be effected in accordance with the terms of this Agreementto which such Required Consent relates for no additional consideration.

Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, but subject to Section 7.3 and Section 8.2(d), this Agreement will shall not constitute an agreement to assign any Contract Asset or other Automotive Asset Liability if an assignment or attempted assignment of the same without the Consent consent of another Person would constitute a breach thereof or entitle in any other way impair the rights of a party thereto to terminate, or accelerate or assert additional material rights thereunder or give to any third party any rights with respect thereto. If any such Consent consent is not obtained or if an attempted assignment would be ineffective or have would impair such other effectparty's rights under any such Asset or Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the "Intended Transferee") would not receive all such rights and responsibilities, then (ax) the party purporting to make such transfer (the "INTENDED TRANSFERORIntended Transferor") shall (i) use commercially reasonable efforts to provide or cause to be provided to the party entitled to the benefits of such purported transfer (the "INTENDED TRANSFEREE")Intended Transferee, to the extent permitted by Lawlaw, the benefits of any such Contract Asset or Automotive Asset, (ii) cooperate in any lawful arrangements designed to provide such benefits to the Intended Transferee, (iii) enforce, at the request of Liability and for the account of the Intended Transferee, any rights of the Intended Transferor arising from such Contract or Automotive Asset, including the right to elect to terminate any such Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and (iv) shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Contract or Automotive Asset and (by) in consideration for the matters described in clause (a) above, thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's Liabilities thereunder (to the extent such Liabilities would otherwise have been assumed by the Intended Transferee pursuant to Section 1.3(a)) in a timely manner and in accordance with the terms thereofthereof which it may do without breach. In addition, the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, will shall inure to the Intended Transferee. If and when such Consents consents and approvals are obtained, the transfer of the applicable Contract or Automotive Asset will shall be effected in accordance with the terms of this Agreement. To the extent that the Delphi Liabilities include liabilities, obligations or commitments pursuant to any contract, permit, license, franchise or other Asset to which Delphi also has any rights, GM shall, to the extent such asset is not a Delphi Asset, upon request by Delphi either assign such rights to Delphi or assert and seek to enforce such rights for the benefit of Delphi.