Common use of Nonassignable Contracts Clause in Contracts

Nonassignable Contracts. (a) In the event that the transactions contemplated by this Agreement involve the assignment of rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without the consent, authorization or approval of the other party or parties thereto or any other third party (a "Nonassignable Contract"), and such consent, authorization or approval shall not have been obtained by Transferor prior to the Effective Date, then, notwithstanding anything in this Agreement to the contrary (and without relieving Transferor of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except any rights to receive payments thereunder) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon Transferor shall, without further consideration, promptly assign or cause the assignment of same to the Company. Notwithstanding any other provision in this Agreement, in the event that the Transferor complies with Sections 9.11(a) and 9.11(b), Transferor shall not be held liable or accountable for failing to deliver, assign or make available to the Company any of the licenses or other agreements assigned under this Agreement. (b) Until such time, if any, as all the necessary consents, authorizations and approvals shall have been obtained for the assignment of a Nonassignable Contract, Transferor, at its own expense, shall retain, preserve and hold in trust for the sole benefit of the Company all rights, interests and claims with respect to such Nonassignable Contract from and after the Effective Date; and Transferor shall, at the request of the Company, take all such action, enter into such arrangements and do or cause to be done such things as shall be reasonably requested by the Company to provide, make available and secure to the Company all of the funds, income and payments that would have inured to the Company upon an outright assignment of such Nonassignable Contract to the extent permitted by law and by contract. Except as provided by law or the Nonassignable Contract in question, the performance obligations of Transferor under such Nonassignable Contract as shall arise both (x) exclusively in respect of periods from and after the date on which the aforesaid funds are so made available thereunder and (y) exclusively in connection with the exploitation of such funds by the Company, shall be deemed to be sublicensed or subcontracted to the Company but only until such time (if any) as the rights under such Nonassignable Contract have been effectively assigned to the Company. Transferor shall pay over to the Company any amounts received by Transferor after the Effective Date in respect of any Nonassignable Contract, and the Company shall pay over to Transferor any amounts paid, or expenses incurred, by Transferor in performing any Nonassignable Contract after the Effective Date.

Nonassignable Contracts. (a) In the event that the transactions contemplated by this Agreement involve the assignment of rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without the consent, authorization or approval of the other party or parties thereto or any other third party (a "Nonassignable Contract"), and such consent, authorization or approval shall not have been obtained by Transferor IMS or IMA prior to the Effective Closing Date, then, notwithstanding anything in this Agreement to the contrary (and without relieving Transferor IMS or IMA of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except any rights to receive payments thereunder) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon Transferor IMS or IMA shall, without further consideration, promptly assign or cause the assignment of same to the Company. Notwithstanding any other provision in this Agreement, in the event that the Transferor complies with Sections 9.11(a) and 9.11(b), Transferor shall not be held liable or accountable for failing to deliver, assign or make available to the Company any of the licenses or other agreements assigned under this Agreement. (b) Until such time, if any, as all the necessary consents, authorizations and approvals shall have been obtained for the assignment of a Nonassignable Contract, TransferorIMS or IMA, at its own expense, shall retain, preserve and hold in trust for the sole benefit of the Company all rights, interests and claims with respect to such Nonassignable Contract from and after the Effective Closing Date; . IMS or IMA shall use commercially reasonable efforts to obtain such consents, authorizations and Transferor approvals and shall, at the request of PGIO or the Company, use commercially reasonable efforts to take all such actionactions, enter into such arrangements and do or cause to be done such things things, as shall be reasonably requested by PGIO or the Company to provide, make available and secure to for the Company Company's benefits all of the funds, income and payments that would have inured to the Company upon an outright assignment of such Nonassignable Contract to the extent permitted by law Law and by contract. Except as provided by law Law or the Nonassignable Contract in question, the performance obligations of Transferor IMS or IMA under such Nonassignable Contract as shall arise both (x) exclusively in respect of periods from and after the date on which the aforesaid funds are so made available thereunder and (y) exclusively in connection with the exploitation of such funds by the Company, shall be deemed to be sublicensed or subcontracted to the Company but only until such time (if any) as the rights under such Nonassignable Contract have been effectively assigned to the Company. Transferor IMS and IMA shall pay over to the Company any amounts received by Transferor them after the Effective Closing Date in respect of any Nonassignable Contract, and the Company shall pay over to Transferor IMS and IMA any amounts paid, or expenses incurred, by Transferor them in performing any Nonassignable Contract after the Effective Closing Date.

Nonassignable Contracts. (a) In the event that the transactions contemplated by this Agreement involve the assignment of rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without the consent, authorization or approval of the other party or parties thereto or any other third party (a "Nonassignable Contract"), and such consent, authorization or approval shall not have been obtained by Transferor IMS or IMA prior to the Effective Closing Date, then, notwithstanding anything in this Agreement to the contrary (and without relieving Transferor IMS or IMA of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except any rights to receive payments thereunder) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon Transferor IMS or IMA shall, without further consideration, promptly assign or cause the assignment of same to the Company. Notwithstanding any other provision in this Agreement, in the event that the Transferor complies with Sections 9.11(a) and 9.11(b), Transferor shall not be held liable or accountable for failing to deliver, assign or make available to the Company any of the licenses or other agreements assigned under this Agreement. (b) Until such time, if any, as all the necessary consents, authorizations and approvals shall have been obtained for the assignment of a Nonassignable Contract, TransferorIMS or IMA, at its own expense, shall retain, preserve and hold in trust for the sole benefit of the Company all rights, interests and claims with respect to such Nonassignable Contract from and after the Effective Closing Date; . IMS or IMA shall use commercially reasonable efforts to obtain such consents, authorizations and Transferor approvals and shall, at the request of PGIO or the Company, use commercially reasonable efforts to take all such actionactions, enter into such arrangements and do or cause to be done such things things, as shall be reasonably requested by PGIO or the Company to provide, make available and secure to for the Company Company's benefits all of the funds, income and payments that would have inured to the Company upon an outright assignment of such Nonassignable Contract to the extent permitted by law Law and by contract. Except as provided by law Law or the Nonassignable Contract in question, the performance obligations of Transferor IMS or IMA under such Nonassignable Contract as shall arise both (x) exclusively in respect of periods from and after the date on which the aforesaid funds are so made available thereunder and (y) exclusively in connection with the exploitation of such funds by the Company, shall be deemed to be sublicensed or subcontracted to the Company but only until such time (if any) as the rights under such Nonassignable Contract have been effectively assigned to the Company. Transferor shall pay over to the Company any amounts received by Transferor after the Effective Date in respect of any Nonassignable Contract, and the Company shall pay over to Transferor any amounts paid, or expenses incurred, by Transferor in performing any Nonassignable Contract after the Effective Date.and

Nonassignable Contracts. (a) In To the event extent that any Assigned Contract is not capable of being assigned or transferred by the transactions contemplated by Seller to the Buyer pursuant to this Agreement involve the assignment of rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without the consent, authorization approval or approval waiver of the other party or parties thereto or any other a third party (a "Nonassignable ContractTP Approval"), and such consent, authorization or approval shall TP Approval is not have been obtained by Transferor prior to the Effective DateClosing, thenor if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any law, notwithstanding anything decree, order, regulation or other governmental edict in the absence of obtaining such a TP Approval, this Agreement to the contrary (and without relieving Transferor shall not constitute an assignment or transfer thereof, or an attempted assignment or transfer of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except any rights to receive payments thereunder) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon Transferor shall, without further consideration, promptly assign or cause the assignment of same to the CompanyAssigned Contract. Notwithstanding any other provision in this Agreement, in the event that the Transferor complies with Sections 9.11(a) and 9.11(b), Transferor shall not be held liable or accountable for failing to deliver, assign or make available to the Company any Each of the licenses Buyer and the Seller shall use reasonable efforts at its own expense to obtain such TP Approvals as soon as practicable after the Closing Date; provided that neither the Seller nor the Buyer shall be obligated to pay any money or other agreements assigned under this Agreementgrant additional consideration in order to obtain such TP Approvals. (b) Until Following the Closing Date, to the extent that any such time, if any, as all TP Approvals are not obtained by the necessary consents, authorizations and approvals shall have been obtained for the assignment of a Nonassignable Contract, Transferor, at its own expense, shall retain, preserve and hold in trust for the sole benefit of the Company all rights, interests and claims Seller with respect to any Assigned Contracts, the Seller shall remain a party to such Nonassignable Contract from Assigned Contracts until the applicable TP Approvals are obtained, and after the Effective Date; Seller and Transferor shallthe Buyer shall cooperate with each other to (i) provide to the Buyer the benefits, potential benefits and obligations of any such Assigned Contract, (ii) establish, to the extent practicable, arrangements, including subcontracting and the appointment of the Buyer as the agent of the Seller for purposes of such Assigned Contract, that are reasonable and lawful as to both the Seller and the Buyer, and which are designed to provide the Buyer with the benefits, potential benefits and obligations under such Assigned Contracts in accordance with the purpose and intention of this Agreement, and (iii) enforce, at the request of the Company, take all such action, enter into such arrangements and do or cause to be done such things as shall be reasonably requested by Buyer for the Company to provide, make available and secure to the Company all account of the fundsBuyer, income and payments that any rights of the Seller arising from any such Assigned Contract (except as such would have inured to the Company upon an outright assignment of such Nonassignable Contract to the extent permitted by law and by contract. Except as provided by law or the Nonassignable Contract in question, the performance obligations of Transferor under such Nonassignable Contract as shall arise both (x) exclusively in respect of periods from and after the date on which the aforesaid funds are so made available thereunder and (y) exclusively in connection conflict with the exploitation of such funds by the Company, shall be deemed to be sublicensed or subcontracted to the Company but only until such time (if any) as the rights under such Nonassignable Contract have been effectively assigned to the Company. Transferor shall pay over to the Company any amounts received by Transferor after the Effective Date in respect of any Nonassignable Contract, and the Company shall pay over to Transferor any amounts paid, or expenses incurred, by Transferor in performing any Nonassignable Contract after the Effective DateSection 1.09 below).

Nonassignable Contracts. To the extent that: (a) In the event that rights of Seller under any Contract may not be assigned to Purchaser without the transactions contemplated by consent of another Person; and (b) such consent has not been obtained; then this Agreement involve the assignment of rights under any contractwill not constitute an agreement to assign or assume such Contract (each, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without the consent, authorization or approval of the other party or parties thereto or any other third party (a "Nonassignable Contract"), ) if an attempted assignment and such consent, authorization assumption would constitute a breach thereof or approval shall not have been obtained by Transferor prior to the Effective Date, then, notwithstanding anything in this Agreement to the contrary (and without relieving Transferor of any liability or obligation it may have under this Agreement), be unlawful. If any such Nonassignable Contract shall consent is not be assigned (except any rights to receive payments thereunder) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon Transferor shall, without further consideration, promptly assign or cause the if any attempted assignment of same to the Company. Notwithstanding any other provision in this Agreement, in the event that the Transferor complies with Sections 9.11(a) and 9.11(b), Transferor shall not be held liable or accountable for failing to deliver, assign or make available to the Company any of the licenses or other agreements assigned under this Agreement. (b) Until such time, if any, as all the necessary consents, authorizations and approvals shall have been obtained for the assignment assumption of a Nonassignable Contract, Transferor, at its own expense, shall retain, preserve and hold Contract would be ineffective or would impair Purchaser’s rights thereunder so that Purchaser would not in trust for effect acquire the sole benefit of the Company all such rights, interests and claims with respect to such then: (i) the Nonassignable Contract from and after the Effective Datewill not be an assigned Contract hereunder; and Transferor shall(ii) Seller, at the request of the Company, take all such action, enter into such arrangements and do or cause to be done such things as shall be reasonably requested by the Company to provide, make available and secure to the Company all of the funds, income and payments that would have inured to the Company upon an outright assignment of such Nonassignable Contract to the maximum extent permitted by law 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 Purchaser of such rights against the other party to the Nonassignable Contract) and will reasonably cooperate, to the maximum extent permitted by contract. Except Law, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser; and (iii) Purchaser will, to the maximum extent permitted by Law, (x) act after the Closing Date as provided by law or Seller's agent in the performance of all of Seller's obligations under the Nonassignable Contract in questionaccordance with the terms and conditions thereof, which shall include without limitation honoring the performance obligations of Transferor pricing terms under Seller's payor contracts until such Nonassignable Contract as shall arise both (x) exclusively contracts may be terminated in respect of periods from and after the date on which the aforesaid funds are so made available thereunder accordance with their terms and (y) exclusively in connection indemnify and hold Seller harmless with the exploitation of such funds by the Company, shall be deemed respect to be sublicensed any liabilities arising from or subcontracted related to the Company but only until such time (if any) as the rights under such Nonassignable Contract have been effectively assigned to the Company. Transferor shall pay over to the Company any amounts received by Transferor after the Effective Date in respect of any Nonassignable Contract, and the Company shall pay over to Transferor any amounts paid, or expenses incurred, by Transferor in performing any Nonassignable Contract after the Effective DateContracts.

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) In the event that party purporting to make such transfer (the transactions contemplated by this Agreement involve “Intended Transferor”) shall (i) provide or cause to be provided to the assignment party entitled to the benefits of rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without such purported transfer (the consent, authorization or approval of the other party or parties thereto or any other third party (a "Nonassignable Contract"“Intended Transferee”), and such consent, authorization or approval shall not have been obtained by Transferor prior to the Effective Dateextent permitted by Law, thenthe benefits of any such Contract or Automotive Asset, notwithstanding anything (ii) cooperate in this Agreement any lawful arrangements designed to provide such benefits to the contrary Intended Transferee, (and without relieving Transferor of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except any rights to receive payments thereunderiii) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon Transferor shall, without further consideration, promptly assign or cause the assignment of same to the Company. Notwithstanding any other provision in this Agreement, in the event that the Transferor complies with Sections 9.11(a) and 9.11(b), Transferor shall not be held liable or accountable for failing to deliver, assign or make available to the Company any of the licenses or other agreements assigned under this Agreement. (b) Until such time, if any, as all the necessary consents, authorizations and approvals shall have been obtained for the assignment of a Nonassignable Contract, Transferor, at its own expense, shall retain, preserve and hold in trust for the sole benefit of the Company all rights, interests and claims with respect to such Nonassignable Contract from and after the Effective Date; and Transferor shallenforce, at the request of and for the Companyaccount of the Intended Transferee, take all any rights of the Intended Transferor arising from such actionContract or Automotive Asset, enter into including the right to elect to terminate any such arrangements Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and do (iv) promptly pay or cause to be done paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such things 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 shall may reasonably be reasonably requested by the Company Intended Transferee in order to provideplace the Intended Transferee, make available insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and secure 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 Company all Intended Transferee. If and when such Consents are obtained, the transfer of the fundsapplicable Delayed Equity Interest, income and payments that would have inured to the Company upon an outright assignment of such Nonassignable Contract to the extent permitted by law and by contract. Except as provided by law or the Nonassignable Contract Automotive Asset will be effected in question, the performance obligations of Transferor under such Nonassignable Contract as shall arise both (x) exclusively in respect of periods from and after the date on which the aforesaid funds are so made available thereunder and (y) exclusively in connection accordance with the exploitation terms of such funds by this Agreement. The parties acknowledge and agree that the Company, transfers of the Delayed Equity Interests shall be deemed to be sublicensed or subcontracted to the Company but only until such time (if any) as the rights under such Nonassignable Contract have been effectively assigned to the Company. Transferor shall pay over to the Company any amounts received governed by Transferor after the Effective Date in respect of any Nonassignable Contract, and the Company shall pay over to Transferor any amounts paid, or expenses incurred, by Transferor in performing any Nonassignable Contract after the Effective Datethis Section 1.5.”

Nonassignable Contracts. (a) In To the event extent that assignment hereunder by the transactions contemplated by Company to the Purchaser of any Contract is not permitted or is not permitted without the consent of a third party and, such consent has not been obtained as of the Closing Date, this Agreement involve the assignment of rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without the consent, authorization or approval of the other party or parties thereto or any other third party (a "Nonassignable Contract"), and such consent, authorization or approval shall not have been obtained by Transferor prior to the Effective Date, then, notwithstanding anything in this Agreement to the contrary (and without relieving Transferor of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach of or cause a loss of benefits thereunder. The Company shall use reasonable efforts at Purchaser's expense to obtain as expeditiously as possible any rights to receive payments thereunder) until and all such necessary third-party consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon Transferor shall, without further consideration, promptly assign or cause the assignment of same to the Company. Notwithstanding any other provision in this Agreement, in the event that the Transferor complies with Sections 9.11(a) and 9.11(b), Transferor shall not be held liable or accountable for failing to deliver, assign or make available to the Company any of the licenses or other agreements assigned under this Agreement. (b) Until If and to the extent that the Company is unable to obtain any required third party consent contemplated by Section 1.6(a), the Company shall continue to be bound by any such timeContract (the "NON-ASSIGNED CONTRACT"). In such event, if anyto the maximum extent permitted by law or the terms of the Non-Assigned Contract, as all (i) the necessary consentsCompany shall use commercially reasonable efforts to make the benefit of such Non-Assigned Contract available to the Purchaser, authorizations and approvals shall have been obtained for (ii) the assignment provisions of a Nonassignable Contract, Transferor, at its own expense, this Agreement shall retain, preserve and hold in trust for the sole benefit of the Company all rights, interests and claims with respect to such Nonassignable Contract from and after the Effective Date; and Transferor shall, at the request of the Company, take all such action, enter into such arrangements and do or cause to be done such things as shall be reasonably requested by the Company to provide, make available and secure to the Company all of the funds, income and payments that would have inured to the Company upon an outright assignment of such Nonassignable Contract operate to the extent permitted by law and by contract. Except as provided by law or the Nonassignable applicable Non-Assigned Contract in questionto create a subcontract, sublease or sublicense with the Purchaser to perform each relevant Non-Assigned Contract at a price equal to the monies, rights and other consideration receivable or payable by the Company with respect to the performance by or enjoyment of the Purchaser under such subcontract, sublease or sublicense. To the extent such benefit is made available, and/or such subcontract, sublease or sublicense is created, (1) the Purchaser shall pay, perform and discharge fully and timely all obligations of Transferor the Company under any such Nonassignable Non-Assigned Contract as shall arise both (x) exclusively in respect of periods from and after the date on which Closing Date, (2) the aforesaid funds are so made available thereunder Company shall, without further consideration therefor, pay and (y) exclusively in connection with the exploitation of such funds by the Company, shall be deemed to be sublicensed or subcontracted remit to the Company but only until such time (if any) as the Purchaser promptly any monies, rights under such Nonassignable Contract have been effectively assigned to the Company. Transferor shall pay over to the Company any amounts and other consideration received by Transferor after the Effective Date in respect of such Non-Assigned Contract performance, and (3) the Company shall exercise or exploit its rights and options under all such Non-Assigned Contracts only as directed by the Purchaser and at the Purchaser's expense. (c) If, after the Closing, any Nonassignable Contractthird party consent contemplated by Section 1.6(b) shall be obtained or any such Non-Assigned Contract shall otherwise be assignable, the Company shall promptly assign all of its rights and obligations thereunder or in connection therewith to the Purchaser without payment of further consideration therefor, and the Company Purchaser shall pay over to Transferor any amounts paid, or expenses incurred, by Transferor in performing any Nonassignable Contract after confirm its assumption of such rights and obligations as of the Effective Datedate thereof.

Nonassignable Contracts. (a) In the event that the transactions contemplated by this Agreement involve the assignment of rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without the consent, authorization or approval of the other party or parties thereto or any other third party (a "Nonassignable Contract"), and such consent, authorization or approval shall not have been obtained by Transferor IMS or IMA prior to the Effective Closing Date, then, notwithstanding anything in this Agreement to the contrary (and without relieving Transferor IMS or IMA of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except any rights to receive payments thereunder) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon Transferor IMS or IMA shall, without further consideration, promptly assign or cause the assignment of same to the Company. Notwithstanding any other provision in this Agreement, in the event that the Transferor complies with Sections 9.11(a) and 9.11(b), Transferor shall not be held liable or accountable for failing to deliver, assign or make available to the Company any of the licenses or other agreements assigned under this Agreement. (b) Until such time, if any, as all the necessary consents, authorizations and approvals shall have been obtained for the assignment of a Nonassignable Contract, TransferorIMS or IMA, at its own expense, shall retain, preserve and hold in trust for the sole benefit of the Company all rights, interests and claims with respect to such Nonassignable Contract from and after the Effective Closing Date; . IMS or IMA shall use commercially reasonable efforts to obtain such consents, authorizations and Transferor approvals and shall, at the request of PGIO or the Company, use commercially reasonable efforts to take all such actionactions, enter into such arrangements and do or cause to be done such things things, as shall be reasonably requested by PGIO or the Company to provide, make available and secure to for the Company Company's benefits all of the funds, income and payments that would have inured to the Company upon an outright assignment of such Nonassignable Contract to the extent permitted by law Law and by contract. Except as provided by law Law or the Nonassignable Contract in question, the performance obligations of Transferor IMS or IMA -54- <PAGE> under such Nonassignable Contract as shall arise both (x) exclusively in respect of periods from and after the date on which the aforesaid funds are so made available thereunder and (y) exclusively in connection with the exploitation of such funds by the Company, shall be deemed to be sublicensed or subcontracted to the Company but only until such time (if any) as the rights under such Nonassignable Contract have been effectively assigned to the Company. Transferor IMS and IMA shall pay over to the Company any amounts received by Transferor them after the Effective Closing Date in respect of any Nonassignable Contract, and the Company shall pay over to Transferor IMS and IMA any amounts paid, or expenses incurred, by Transferor them in performing any Nonassignable Contract after the Effective Closing Date.. [SIGNATURE PAGE FOLLOWS] -55- <PAGE>

Nonassignable Contracts. (a) In the event that the transactions contemplated by this Agreement involve the assignment of rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without the consent, authorization or approval of the other party or parties thereto or any other third party (a "Nonassignable Contract"), and such consent, authorization or approval shall not have been obtained by Transferor Unipath prior to the Effective Closing Date, then, notwithstanding anything in this Agreement to the contrary (and without relieving Transferor Unipath of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except any rights to receive payments thereunder) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon Transferor Unipath shall, without further consideration, promptly assign or cause the assignment of same to the Company. Notwithstanding any other provision in this Agreement, in the event that the Transferor complies with Sections 9.11(a) and 9.11(b), Transferor shall not be held liable or accountable for failing to deliver, assign or make available to the Company any of the licenses or other agreements assigned under this AgreementBuyer. (b) Until such time, if any, as all the necessary consents, authorizations and approvals shall have been obtained for the assignment of a Nonassignable Contract, TransferorUnipath, at its own expense, shall retain, preserve and hold in trust for the sole benefit of the Company Buyer all rights, interests and claims with respect to such Nonassignable Contract from and after the Effective Closing Date; . Unipath shall use commercially reasonable efforts to obtain such consents, authorizations and Transferor approvals and shall, at the request of Buyer or the Company, use commercially reasonable efforts to take all such actionactions, enter into such arrangements and do or cause to be done such things things, as shall be reasonably requested by Buyer or the Company to provide, make available and secure to the Company for Buyer's benefit all of the funds, income and payments that would have inured to the Company Buyer upon an outright assignment of such Nonassignable Contract to the extent permitted by law Law and by contract. Except as provided by law Law or the Nonassignable Contract in question, the performance obligations of Transferor Unipath under such Nonassignable Contract as shall arise both (x) exclusively in respect of periods from and after the date on which the aforesaid funds are so made available thereunder and (y) exclusively in connection with the exploitation of such funds by the CompanyBuyer, shall be deemed to be sublicensed or subcontracted to the Company Buyer but only until such time (if any) as the rights under such Nonassignable Contract have been effectively assigned to the CompanyBuyer. Transferor Unipath shall pay over to the Company Buyer any amounts received by Transferor them after the Effective Closing Date in respect of any Nonassignable Contract, and the Company Buyer shall pay over to Transferor Unipath any amounts paid, or expenses incurred, by Transferor Unipath in performing any Nonassignable Contract after the Effective Closing Date.. [Signature Page Follows]

Nonassignable Contracts. Anything contained herein to the ----------------------- contrary notwithstanding, but subject to Sections 7.3 and 8.2(g), this Agreement shall not constitute an agreement to assign any Contract or 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. If any such Consent is not obtained or if an attempted assignment would be ineffective or have such other effect, then (a) In the event that party purporting to make such transfer (the transactions contemplated by this Agreement involve "Intended Transferor") shall (i) use its commercially reasonable efforts to provide or cause to be provided to the assignment party entitled to the benefits of rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without such purported transfer (the consent, authorization or approval of the other party or parties thereto or any other third party (a "Nonassignable ContractIntended Transferee"), and such consent, authorization or approval shall not have been obtained by Transferor prior to the Effective Dateextent permitted by Law, thenthe benefits of any such Contract or Asset, notwithstanding anything (ii) cooperate in this Agreement any lawful arrangements designed to provide such benefits to the contrary Intended Transferee, (and without relieving Transferor of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except any rights to receive payments thereunderiii) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon Transferor shall, without further consideration, promptly assign or cause the assignment of same to the Company. Notwithstanding any other provision in this Agreement, in the event that the Transferor complies with Sections 9.11(a) and 9.11(b), Transferor shall not be held liable or accountable for failing to deliver, assign or make available to the Company any of the licenses or other agreements assigned under this Agreement. (b) Until such time, if any, as all the necessary consents, authorizations and approvals shall have been obtained for the assignment of a Nonassignable Contract, Transferor, at its own expense, shall retain, preserve and hold in trust for the sole benefit of the Company all rights, interests and claims with respect to such Nonassignable Contract from and after the Effective Date; and Transferor shallenforce, at the request of and for the Companyaccount of the Intended Transferee, take all any rights of the Intended Transferor arising from such actionContract or Asset, enter into including the right to elect to terminate any such arrangements Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and do (iv) promptly pay or cause to be done paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such things Contract or 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 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 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, shall inure to the Intended Transferee. The foregoing arrangements shall be reasonably requested by the Company to provide, make available and secure satisfactory to the Company all Intended Transferee. If and when such Consents are obtained, the transfer of the funds, income and payments that would have inured to the Company upon an outright assignment of such Nonassignable applicable Contract to the extent permitted by law and by contract. Except as provided by law or the Nonassignable Contract Asset shall be effected in question, the performance obligations of Transferor under such Nonassignable Contract as shall arise both (x) exclusively in respect of periods from and after the date on which the aforesaid funds are so made available thereunder and (y) exclusively in connection accordance with the exploitation terms of such funds by the Company, shall be deemed to be sublicensed or subcontracted to the Company but only until such time (if any) as the rights under such Nonassignable Contract have been effectively assigned to the Company. Transferor shall pay over to the Company any amounts received by Transferor after the Effective Date in respect of any Nonassignable Contract, and the Company shall pay over to Transferor any amounts paid, or expenses incurred, by Transferor in performing any Nonassignable Contract after the Effective Datethis Agreement.

Nonassignable Contracts. (a) In the event that the transactions contemplated by this Agreement involve the assignment of rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without the consent, authorization or approval of the other party or parties thereto or any other third party (a "Nonassignable Contract"), and such consent, authorization or approval shall not have been obtained by Transferor IMA prior to the Effective Closing Date, then, notwithstanding anything in this Agreement to the contrary (and without relieving Transferor IMA of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except any rights to receive payments thereunder) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon Transferor IMA shall, without further consideration, promptly assign or cause the assignment of same to the Company. Notwithstanding any other provision in this Agreement, in the event that the Transferor complies with Sections 9.11(a) and 9.11(b), Transferor shall not be held liable or accountable for failing to deliver, assign or make available to the Company any of the licenses or other agreements assigned under this Agreement. (b) Until such time, if any, as all the necessary consents, authorizations and approvals shall have been obtained for the assignment of a Nonassignable Contract, TransferorIMA, at its own expense, shall retain, preserve and hold in trust for the sole benefit of the Company all rights, interests and claims with respect to such Nonassignable Contract from and after the Effective Closing Date; . IMA shall use commercially reasonable efforts to obtain such consents, authorizations and Transferor approvals and shall, at the request of PGUS or the Company, use commercially reasonable efforts to take all such actionactions, enter into such arrangements and do or cause to be done such things things, as shall be reasonably requested by PGUS or the Company to provide, make available and secure to for the Company Company's benefits all of the funds, income and payments that would have inured to the Company upon an outright assignment of such Nonassignable Contract to the extent permitted by law Law and by contract. Except as provided by law Law or the Nonassignable Contract in question, the performance obligations of Transferor IMA under such Nonassignable Contract as shall arise both (x) exclusively in respect of periods from and after the date on which the aforesaid funds are so made available thereunder and (y) exclusively in connection with the exploitation of such funds by the Company, shall be deemed to be sublicensed or subcontracted to the Company but only until such time (if any) as the rights under such Nonassignable Contract have been effectively assigned to the Company. Transferor IMA shall pay over to the Company any amounts received by Transferor them after the Effective Closing Date in respect of any Nonassignable Contract, and the Company shall pay over to Transferor IMA any amounts paid, or expenses incurred, by Transferor them in performing any Nonassignable Contract after the Effective Closing Date.

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) In the event that party purporting to make such transfer (the transactions contemplated by this Agreement involve “Intended Transferor”) shall (i) provide or cause to be provided to the assignment party entitled to the benefits of rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without such purported transfer (the consent, authorization or approval of the other party or parties thereto or any other third party (a "Nonassignable Contract"“Intended Transferee”), and such consent, authorization or approval shall not have been obtained by Transferor prior to the Effective Dateextent permitted by Law, thenthe benefits of any such Contract or Automotive Asset, notwithstanding anything (ii) cooperate in this Agreement any lawful arrangements designed to provide such benefits to the contrary Intended Transferee, (and without relieving Transferor of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except any rights to receive payments thereunderiii) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon Transferor shall, without further consideration, promptly assign or cause the assignment of same to the Company. Notwithstanding any other provision in this Agreement, in the event that the Transferor complies with Sections 9.11(a) and 9.11(b), Transferor shall not be held liable or accountable for failing to deliver, assign or make available to the Company any of the licenses or other agreements assigned under this Agreement. (b) Until such time, if any, as all the necessary consents, authorizations and approvals shall have been obtained for the assignment of a Nonassignable Contract, Transferor, at its own expense, shall retain, preserve and hold in trust for the sole benefit of the Company all rights, interests and claims with respect to such Nonassignable Contract from and after the Effective Date; and Transferor shallenforce, at the request of and for the Companyaccount of the Intended Transferee, take all any rights of the Intended Transferor arising from such actionContract or Automotive Asset, enter into including the right to elect to terminate any such arrangements Contract in accordance with the terms thereof upon the advice of the Intended Transferee, and do (iv) promptly pay or cause to be done paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such things 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 shall may reasonably be reasonably requested by the Company Intended Transferee in order to provideplace the Intended Transferee, make available insofar as reasonably possible, in the same position as if such Contract or Automotive Asset had been transferred as contemplated hereby and secure 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 Company all Intended Transferee. If and when such Consents are obtained, the transfer of the funds, income and payments that would have inured to the Company upon an outright assignment of such Nonassignable applicable Contract to the extent permitted by law and by contract. Except as provided by law or the Nonassignable Contract Automotive Asset will be effected in question, the performance obligations of Transferor under such Nonassignable Contract as shall arise both (x) exclusively in respect of periods from and after the date on which the aforesaid funds are so made available thereunder and (y) exclusively in connection accordance with the exploitation terms of such funds by the Company, shall be deemed to be sublicensed or subcontracted to the Company but only until such time (if any) as the rights under such Nonassignable Contract have been effectively assigned to the Company. Transferor shall pay over to the Company any amounts received by Transferor after the Effective Date in respect of any Nonassignable Contract, and the Company shall pay over to Transferor any amounts paid, or expenses incurred, by Transferor in performing any Nonassignable Contract after the Effective Datethis Agreement.