Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If such consent is not obtained with respect to any such Contract or other Asset, Seller and Purchaser will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall enforce for the benefit of Purchaser, with Purchaser assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g).

Assignment of Contracts and Rights. Anything in Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign or transfer any Asset Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a any applicable third party thereto(including any Governmental Entity), would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto a violation of Law or would in any way adversely affect the rights of Seller orPurchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, upon transfer, Purchaser thereunder. Seller agrees that it the Company will use its best commercially reasonable efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserPurchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained with respect to any obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such Contract or other Assetrights, Seller the Company and Purchaser will Sub will, subject to Section 6.2(a), cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtainSub would, to in compliance with Law, obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sub-licensing sublicensing or sub-leasing subleasing to PurchaserPurchaser Sub, or under which Seller shall enforce the Company would enforce, for the benefit of PurchaserPurchaser Sub, with and at the expense of Purchaser assuming Seller’s obligationsSub, any and all claims, of its rights and benefits of Seller against a third party thereto. Seller will thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by Seller them under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser pursuant to Sub as set forth in this Section 8(j). 1.5 and (ii) Purchaser agrees Sub requests that the Company subleases such Acquired Leases to perform at its sole expense Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the obligations of Seller to be performed after the Acquisition Date Company’s rights under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)Acquired Lease.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If such consent is not obtained with respect to any such Contract or other Asset, Seller and Purchaser will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall enforce for the benefit of Purchaser, with Purchaser assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g).

Assignment of Contracts and Rights. Anything in Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Seller or, upon transfer, the Purchaser or the Asset Sellers (as applicable) thereunder. Seller agrees that it The Asset Sellers will use its best their commercially reasonable efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaserthe Purchaser as the Purchaser may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Asset Sellers thereunder so that the Purchaser would not in fact receive all such Contract or other Assetrights, Seller the Asset Sellers and the Purchaser will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which the Purchaser shall obtain, would obtain at no additional cost to the extent practicable, Purchaser the claims, rights and benefits and assume the corresponding obligations and bear the economic burden thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing or sub-leasing subleasing to the Purchaser, or under which Seller shall the Asset Sellers would enforce for the benefit of Purchaser, with the Purchaser assuming Seller’s obligations, any and all claims, of their rights and benefits of Seller against a third party thereto. Seller will , and the Asset Sellers would promptly pay to the Purchaser when received all monies received by Seller them under any Contract or other Transferred Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)thereunder.

Assignment of Contracts and Rights. Anything in Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign or transfer any Asset Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a any applicable third party thereto(including any Governmental Authority), would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto a violation of Law or would in any way adversely affect the rights of Buyer (as assignee of Seller) or Seller or(as applicable). Subject to Section 5.05(c), upon transfer, Purchaser thereunder. Seller agrees that it will use its best commercially reasonable efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained with respect to any obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Buyer (as assignee of Seller) thereto or thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser will Buyer will, subject to Section 5.05(c), cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtainBuyer would, to in compliance with Law, obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sub-licensing sublicensing or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall enforce would enforce, for the benefit of PurchaserBuyer, with Purchaser assuming Seller’s obligationsand at the expense of Buyer, any and all claims, of its rights and benefits of Seller against a third party thereto. thereto (including any Governmental Authority) associated with such Purchased Asset, claim, right or benefit (collectively, “Third Party Rights”), and Seller will would promptly pay to Purchaser Buyer when received all monies received by Seller them under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser pursuant to Buyer as set forth in this Section 8(j). Purchaser agrees 2.05 and (ii) Seller subleases such Acquired Leases to perform at its sole expense Buyer, Buyer and Seller will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(gAcquired Leases).

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer, Parent or Seller or, upon transfer, Purchaser thereunder. Parent, Seller agrees that it and Buyer will use its best their commercially reasonable efforts (but without any payment of money by Parent, Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Parent, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Parent or Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming either Parent's or Seller’s 's obligations, any and all claims, rights and benefits of Parent or Seller against a third party thereto. Seller Parent or Seller, as the case may be, will promptly pay to Purchaser Buyer when received all monies received by Parent or Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, except to Purchaser pursuant the extent the same represents an Excluded Asset. In such event, Parent, Seller and Buyer shall, to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset extent the benefits of which Purchaser is receiving pursuant therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer, Parent and Seller, negotiate in good faith an adjustment in the provisions of this Section 8(g)consideration paid by Buyer for the Purchased Assets.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted or actual assignment, without the consent of a third party, would constitute a breach or in any way adversely affect the rights of Buyer or Seller thereunder. Seller will use reasonable best efforts to obtain, or cause to be obtained, on or prior to the Closing Date, the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without for the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to PurchaserBuyer as Buyer may request. Buyer will cooperate with Seller, at no additional cost to Buyer, in such manner as may reasonably be requested in connection therewith. If such consent is not obtained with respect on or prior to the Closing Date, Seller shall continue to use reasonable best efforts to obtain any such Contract consent for a period of 90 days after the Closing Date, and in the event that any such consent is not obtained by the Closing Date, or other Assetif an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such rights, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller (a “Work-around”) under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligationsobligations to the extent Buyer would have been responsible therefor if such consent had been obtained and to the extent Buyer or its Affiliates receive the benefits thereof, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j)thereunder. Purchaser agrees to perform at its sole expense all of Notwithstanding the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to foregoing, the provisions of this Section 8(g)2.08 shall not apply to any Contracts that are subject to Section 7.05.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Asset Contract or any claim or right or any benefit arising thereunder or resulting therefrom Governmental Permit if an attempted assignment or transfer thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, thereof or would be ineffective with respect to any party thereto thereto. As to any such Contract or Governmental Permit so designated in any way adversely affect writing by the rights of Purchaser, the Seller or, upon transfer, and the Purchaser thereunder. Seller agrees that it will use its best commercially reasonable efforts to obtain the necessary consents prior to the assignment of each Seller Contract Closing or other Seller Asset which by its terms requires as promptly as practicable after the Closing the consent of the other parties to such Contract or Governmental Permit or, alternatively, written confirmation from such parties reasonably satisfactory to the Purchaser that such consent is not required, it being understood that (i) neither the Seller, the Purchaser nor any of their respective Affiliates shall be required to pay money to any third party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party and (ii) to the other contracting parties thereto to an assignment thereof to extent the foregoing shall require any action by the Seller that would, or would continue to, affect the Business after the Closing, such action shall require the prior written consent of the Purchaser. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that the Purchaser would not in fact receive all such Contract or other Assetrights, the Purchaser and the Seller and Purchaser will shall cooperate in an a mutually agreeable arrangement reasonably satisfactory pursuant to which the Purchaser and Seller under which Purchaser shall obtain, to would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing subcontracting or sub-leasing sublicensing to the Purchaser, or under pursuant to which the Seller shall would enforce for the benefit of the Purchaser, with the Purchaser assuming the Seller’s obligations, obligations and any and all claims, rights and benefits of the Seller against a third party thereto. The Seller will shall promptly pay to the Purchaser when received all monies received by the Seller under with respect to any Assumed Contract or other Asset any claim or right or any claim, right or benefit arising thereunder not transferred relating to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed period on or after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)Closing Date.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect thereof to any party thereto or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser (thereunder. Each of Seller agrees that it and Buyer will use its their best efforts (but without any payment of money by Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller (or any predecssot) thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, each of Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller (or any predecessor) against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller (or any predecessor) under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder. In such event, Seller, and Buyer shall, to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset extent the benefits of which Purchaser is receiving pursuant therefrom and obligations thereunder have not been provided by alternative arrangements satisfactory to Buyer and Seller, negotiate in good faith an adjustment in the provisions of this Section 8(g)consideration paid by Buyer for the Purchased Assets.

Assignment of Contracts and Rights. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Purchased Asset or in any way adversely affect the rights of Seller or, upon transfer, Purchaser Buyer or Xxxxxxxx or any of their respective Affiliates thereunder. Seller agrees that it will Buyer and Xxxxxxxx shall use its their respective reasonable best efforts to obtain such consents after the necessary consents to the assignment execution of this Agreement until each Seller Contract or other Seller Asset which by its terms requires the such consent of any of the other contracting parties thereto to an assignment thereof to Purchaseris obtained. If any such consent is not obtained with respect prior to any the Closing Date, Buyer and Xxxxxxxx shall use their respective reasonable best efforts to obtain such Contract or other Asset, Seller consent as soon as reasonably practicable after the Closing Date. Buyer and Purchaser Xxxxxxxx will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer will obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, occupancy and use agreements or sub-leasing to PurchaserBuyer or its Affiliates and enforcement by Xxxxxxxx, Tribune or under which Seller shall enforce their respective Affiliates for the benefit of PurchaserBuyer or its Affiliates, with Purchaser assuming Seller’s obligationsas applicable, of any and all claimsrights of Xxxxxxxx, rights Tribune and benefits of Seller their respective Affiliates against a third party thereto. Seller will promptly Notwithstanding the foregoing, none of Xxxxxxxx, Tribune, Buyer or any of their respective Affiliates shall be required to pay consideration to Purchaser when received all monies received any third party to obtain any consent by Seller under any Contract virtue of this provision, except, in the case of a Real Property Lease, a reasonable consent fee or other Asset consideration or any claima reimbursement of expenses contemplated by such Real Property Lease or required by the applicable landlord, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any which such Contract consent fee or other consideration shall be paid one half (1/2) by each of Buyer and Xxxxxxxx. Once such consent, or waiver thereof is obtained following the Closing Date, Xxxxxxxx shall or shall cause its Affiliates to sell, transfer, assign, convey or deliver to Buyer the relevant Purchased Asset to which such consent or waiver relates for no additional consideration, and Xxxxxxxx, Tribune or such Affiliate shall have no further liability or obligation thereunder (including, for the benefits avoidance of which Purchaser is receiving pursuant doubt, any obligation to the provisions guarantee any of this Section 8(gsuch party’s obligations under such agreement).

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it and Buyer will use its best efforts make a good faith effort (but without any payment of money by Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Acquired Asset or any claim or right of any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Acquired Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, except to Purchaser pursuant the extent the same represents an Excluded Asset. In such event, Seller and Buyer shall, to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset extent the benefits of which Purchaser is receiving pursuant therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer and Seller, negotiate in good faith an adjustment in the provisions of this Section 8(g)consideration paid by Buyer for the Acquired Assets.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Purchased Asset or in any way adversely affect the rights of the Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its best commercially reasonable efforts (but without any payment of money by Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will diligently cooperate in an good faith in the thirty-five (35) days after the Closing to arrive at a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant thereunder, except to the provisions of this Section 8(g)extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Seller orBuyer, upon transfer, Purchaser or Sellers thereunder. Seller agrees that it Sellers and Buyer will use its their best efforts (but without any payment of money by Sellers or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Sellers thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller Sellers and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall Sellers would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s Sellers' obligations, any and all claims, rights and benefits of Seller Sellers against a third party thereto. Seller Sellers will promptly pay to Purchaser Buyer when received all monies received by Seller Sellers under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant thereunder, except to the provisions of this Section 8(g)extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, (i) would constitute a breach or other contravention thereof, (ii) would be ineffective with respect to or render the Transferred Asset or any party thereto claim or right or any benefit arising thereunder void or voidable, or (iii) would in any way adversely affect the rights of Seller orthe Buyer (or the applicable Buying Affiliate) thereto or thereunder, upon transferand such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), Purchaser thereunder. Seller agrees that it the Sellers will use its best their commercially reasonable efforts to obtain the any consent necessary consents to for the assignment of each Seller Contract any such Transferred Asset or other Seller Asset which by its terms requires any claim or right or any benefit arising thereunder to the consent of any of Buyer (or the other contracting parties thereto to an assignment thereof to Purchaserapplicable Buying Affiliate) as the Buyer may request. If such consent is not obtained with respect prior to any the Closing, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Buyer or the applicable Buying Affiliate (as assignee of the applicable Seller) thereto or thereunder so that the Buyer or the applicable Buying Affiliate would not in fact receive all such Contract or other Assetrights, Seller (i) the Sellers and Purchaser will the Buyer shall, subject to Section 5.05(d), cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtainthe Buyer or the applicable Buying Affiliate would, to in compliance with Law, obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder and bear the economic burdens associated with such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sub-licensing sublicensing or sub-leasing subleasing to Purchaserthe Buyer or the applicable Buying Affiliate, or under which Seller shall the Sellers would enforce for the benefit of Purchaser, with Purchaser assuming Seller’s obligations, the Buyer or the applicable Buying Affiliate any and all claims, of their rights and benefits of Seller against a third party thereto. Seller will associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to Purchaser the Buyer or the applicable Buying Affiliate when received all monies received by Seller them under any Contract such Transferred Asset, claim, right or other Asset or benefit, and (ii) after the Closing, subject to Section 5.05(d) and except as otherwise requested by Buyer, the Buyer and the Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for any such consent, and, upon the receipt of such consent, will immediately transfer such Transferred Asset, claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of Buyer or the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)applicable Buying Affiliate.

Assignment of Contracts and Rights. Anything in this Agreement or any other Acquisition Document to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract which is to be an Assumed Contract or any asset which is to be a Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom therefrom, if an attempted assignment thereof, without the consent of a third party theretothereto other than Seller, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Purchaser or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will shall use its best commercially reasonable efforts (but without the requirement of any payment of money by Seller) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an Persons for the assignment thereof to Purchaser. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that Purchaser would not receive substantially all such Contract or other Assetrights, Seller and Purchaser will shall cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall would enforce for the benefit of Purchaser, with Purchaser assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will shall promptly pay to Purchaser when received all monies received by Seller under in respect of any Assumed Contract or other Asset Purchased Asset, or transfer any claim or right or any claim, right or benefit arising thereunder, except to the extent the same represents an Excluded Asset. To the extent the benefits therefrom and obligations thereunder have been provided by alternative arrangements as provided above, the Contract shall be deemed an Assumed Contract and the asset shall be deemed a Purchased Asset, provided that Purchaser shall not transferred be responsible for any Liabilities (i) arising out of a claim of breach of such Assumed Contract due to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all the establishment of the alternative arrangements, or (ii) arising out of such Assumed Contract or Purchased Asset as a result of Seller's action without Purchaser's approval in a manner inconsistent with the alternative arrangements or Seller's failure to act at Purchaser's reasonable direction in connection with performance under the Contract. To the extent the benefits therefrom and obligations of thereunder have not been provided by alternative arrangements reasonably satisfactory to Purchaser, the Contract shall not be deemed an Assumed Contract and the asset shall not be deemed a Purchased Asset. Seller covenants not to be performed after use, or to sell, assign or otherwise extend the Acquisition Date under benefits to any Person from any such Contract or other Asset asset in a manner which is competitive with the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)Business as owned and operated by Purchaser.

Assignment of Contracts and Rights. (a) Anything in this Agreement or any other Acquisition Document to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto or the receipt of any Government Approvals or the satisfaction of any other requirement thereof or applicable thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer, Seller or, upon transfer, Purchaser or any of Seller’s Subsidiaries thereunder. Seller agrees that it and Buyer will use its best commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Transferred Asset or to obtain any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may reasonably request; provided, however, that Seller shall have no obligation to assign or transfer any licenses of any Intellectual Property or any licenses granted by Seller in connection with the sale, distribution and license of the Products in the ordinary course of business that are not Transferred Contracts. If such consent or Government Approval is not obtained with respect obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or any of Seller’s Subsidiaries thereunder prior to any the Closing or Buyer thereunder on or after the Closing so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder from and after the Effective Time in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g).

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Purchased Asset or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its reasonable best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser will cooperate in an arrangement reasonably satisfactory shall (A) provide to Purchaser and Seller under which Purchaser shall obtain, to Buyer the extent practicable, the claims, rights and benefits and of such Purchased Asset and, if so provided, Buyer shall assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which (B) Seller shall enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations's obligations and reasonable expenses, any and all claims, rights and benefits of Seller against a third party thereto; PROVIDED that the parties agree that, upon Buyer's written notice to Seller, such Purchased Asset will be deemed an Excluded Asset hereunder if Buyer determines in its discretion that such enforcement is too costly. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)thereunder.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect thereof to any party thereto or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Each of Seller agrees that it and Buyer will use its best their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Acquired Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, each of Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. In the event such benefits and obligations have not been provided by alternative arrangements satisfactory to Buyer and Seller, Seller and Buyer shall negotiate in good faith an adjustment in the consideration paid by Buyer for the Acquired Assets. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Acquired Asset or any claim, claim or right or any benefit arising thereunder not transferred that relates to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed a period after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)Closing Date.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it and Buyer will use its their best efforts (but without any payment of money by Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or Buyer thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not transferred been provided by alternate arrangements satisfactory to Purchaser Buyer and Seller, negotiate in good faith an adjustment in the consideration paid by Buyer for the Purchased Assets, to the extent not otherwise adjusted pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g2.06(b).

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect thereof to any party thereto or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Each of Seller agrees that it and Buyer will use its their best efforts (but without any payment of money by Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, each of Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder. In such event, Seller and Buyer shall, to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset extent the benefits of which Purchaser is receiving pursuant therefrom and obligations thereunder have not been provided by alternative arrangements satisfactory to Buyer and Seller, negotiate in good faith an adjustment in the provisions of this Section 8(g)consideration paid by Buyer for the Purchased Assets.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assign assign, any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") if an attempted assignment thereofof such Consent-Required Asset, without the consent of a one or more third party theretoparties, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or would in any way adversely affect the rights of Buyer or Seller orthereunder; PROVIDED, upon transferHOWEVER, Purchaser thereunderthat once all such consents are obtained, this Agreement shall automatically effect an immediate assignment of such Consent-Required Asset without further action by either party hereto. Buyer and Seller agrees that it will use its best their commercially reasonable efforts (which shall not be deemed to require any payment of money or other value by Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Consent-Required Asset for the assignment thereof to PurchaserBuyer as Buyer may reasonably request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-contracting or sub-licensing or sub-leasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay or assign to Purchaser Buyer when received all monies received by Seller under with respect to any Contract Consent-Required Asset and any claim or other Asset right or any claim, right or benefit arising thereunder not transferred thereunder, except to Purchaser pursuant to the extent the same represents an Excluded Asset. Nothing in this Section 8(j). Purchaser agrees 2(d) shall be construed to perform at its sole expense all of diminish the obligations representations, warranties and covenants of Seller to be performed after the Acquisition Date under any respecting such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)consents.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereofthereof or adversely affect in any material respect the rights of Buyer or Seller thereunder. Seller and Buyer will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may reasonably request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective with respect to any party thereto or in any way would adversely affect the rights of Seller or, upon transfer, Purchaser thereunder. Seller agrees thereunder so that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If Buyer would not in fact receive all such consent is not obtained with respect to any such Contract or other Assetrights, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtainBuyer would obtain the benefits and assume, to the extent practicableprovided under this Agreement, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder. In such event, Seller and Buyer shall, to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset extent the benefits of which Purchaser is receiving pursuant therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer, negotiate in good faith an adjustment in the provisions of this Section 8(g)consideration paid by Buyer for the Purchased Assets.

Assignment of Contracts and Rights. Sellers shall use their best efforts to obtain the consent of all third parties whose consent is required to assign to Buyer any Purchased Asset (including the Contracts) or any claim or right or any benefit arising thereunder or resulting therefrom, including the consents listed in Schedule 2.05. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party theretoparty, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or a Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its best Except with respect to those Contracts identified in Schedule 10.02(d) for which all consents must be obtained prior to Closing, if after Sellers’ efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If such consent is not obtained with respect to any obtained, or an attempted assignment thereof would be ineffective or would adversely affect the rights of Sellers or Buyer thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller Sellers and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing subleasing to PurchaserBuyer, or under which a Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming such Seller’s obligations, any and all claims, rights and benefits of such Seller against a third party thereto. Seller Sellers will promptly pay (or cause to Purchaser be paid) to Buyer when received all monies received by a Seller or any Affiliate of a Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, except to Purchaser pursuant to this Section 8(j)the extent the same represents an Excluded Asset. Purchaser agrees to perform at its sole expense all In the event of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset arrangement, Sellers and Buyer shall, to the extent the benefits of therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer or Sellers, negotiate in good faith an adjustment in the consideration paid by Buyer for the Purchased Assets, which Purchaser is receiving pursuant adjustment shall equal any costs incurred by Buyer to another Person to replace the provisions of this Section 8(g)benefit arising from any such unassigned Purchased Asset.

Assignment of Contracts and Rights. Anything in this Agreement Seller, the Seller Subs and ---------------------------------- Buyer will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the contrary notwithstandingconsent of the other parties to any contract, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such consent is not obtained, or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, thereof would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way would adversely affect the rights of Seller orthereunder so that Buyer would not in fact receive all such rights, upon transferSeller, Purchaser thereunder. the Seller agrees that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If such consent is not obtained with respect to any such Contract or other Asset, Seller Subs and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall and the Seller Subs, as the case may be, would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller and the Seller Subs, as the case may be, against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller and the Seller Subs, as the case may be, under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant thereunder, except to the provisions of this Section 8(g)extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, this Agreement shall not constitute an agreement to assign any Purchased Contract or other Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofassignment, without the consent of a third party theretoparty, would constitute a material breach or other material contravention thereof, be ineffective with respect to any party thereto of such Purchased Contract or Purchased Asset or in any way materially adversely affect the rights of Seller or, upon transfer, Purchaser thereunderthe Buyer under such Purchased Contract or Purchased Asset. Seller agrees that it The Parties will use its best their commercially reasonable efforts (but without the requirement of any payment of money or the provision of any other consideration by the Parties) to obtain the necessary consents consent of the other parties to any such Purchased Contract or Purchased Asset for the assignment of each Seller such Purchased Contract or other Seller Purchased Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If Buyer (and, when such consent is not obtained with respect to any such obtained, Seller shall sell, convey, assign, transfer and deliver the applicable Purchased Contract or other Purchased Asset to Buyer in accordance with Section 2.1(a)). Unless and until such consent is obtained, or if an attempted assignment would be ineffective or would materially adversely affect the rights of the Buyer under such Purchased Contract or Purchased Asset so that the Buyer would not in fact receive all material rights under such Purchased Contract or Purchased Asset, Seller and Purchaser the Parties will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to the extent practicable, Buyer would substantially obtain the claims, rights and benefits and substantially assume the corresponding obligations thereunder under such Purchased Contract or Purchased Asset in accordance with this Agreement, including subcontracting, sub-licensing sublicensing, or sub-leasing subleasing to Purchaserthe Buyer, or under which the Seller shall enforce would enforce, at the Buyer’s expense, for the benefit of Purchaserthe Buyer, with Purchaser the Buyer assuming at its expense the Seller’s obligations, any and all claims, rights and benefits of the Seller against a any third party theretoparty. The Seller Parties will promptly pay to Purchaser the Buyer when received all monies received by the Seller Parties under any Purchased Contract or other Asset or any claimPurchased Asset, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to and the Buyer shall pay, defend, discharge and perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date Liabilities under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant Purchased Contracts and Purchased Assets to the provisions of this extent required under Section 8(g2.2(a).

Assignment of Contracts and Rights. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingcontained in this Agreement, this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom Assumed Contract if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Seller or, upon transfer, Purchaser Buyer or the Company thereunder. Seller agrees that it The Company will use its best use, and the Shareholders will cause the Company to use, commercially reasonable efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Assumed Contract for the assignment thereof to PurchaserBuyer as Buyer may request. If Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Buyer or the Company thereunder so that Buyer would not obtained with respect to any in fact receive all rights under such Contract or other AssetAssumed Contract, Seller the Company and Purchaser Buyer will reasonably cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall enforce the Company would enforce, at Buyer’s expense, for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Sellerat Buyer’s obligationsexpense the Company’s obligations and Liabilities (solely to the extent provided in Section 1.2(a)), any and all claims, rights and benefits of Seller the Company against a third party thereto. Seller The Company will promptly pay to Purchaser Buyer when received all monies received by Seller the Company under any such Assumed Contracts relating to or arising out of products delivered, services rendered or work performed on or after the Closing Date, and Buyer shall pay, defend, discharge and perform all Liabilities relating to or arising out of products delivered, services rendered or work performed on or after the Closing Date under such Assumed Contracts. Unless and until any Assumed Contract is assigned to Buyer, the Company and the Shareholders agree they shall not terminate or take any other Asset or action that would reasonably be expected to result in a termination of such Assumed Contract without Buyer’s consent. Parent and Buyer hereby indemnify the Company and the Shareholders, and hold the Company and the Shareholders harmless for, any claim, right or benefit arising thereunder not transferred to Purchaser expenses incurred pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)1.3.

Assignment of Contracts and Rights. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, this Agreement shall not constitute an agreement to assign any Purchased Contract or other Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofassignment, without the consent of a third party theretoparty, would constitute a material breach or other material contravention thereof, be ineffective with respect to any party thereto of such Purchased Contract or Purchased Asset or in any way materially adversely affect the rights of the Buyers or the Seller or, upon transfer, Purchaser thereunderunder such Purchased Contract or Purchased Asset. The Seller agrees that it and the Buyers will use its best their commercially reasonable efforts (but without the requirement of any payment of money or the provision of any other consideration by the Seller or the Buyers) to obtain the necessary consents consent of the other parties to any such Purchased Contract or Purchased Asset for the assignment of each Seller such Purchased Contract or other Seller Purchased Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchasera Buyer. If Unless and until such consent is not obtained with respect to any obtained, or if an attempted assignment would be ineffective or would materially adversely affect the rights of the Parties under such Purchased Contract or other Purchased Asset so that the Buyers would not in fact receive all material rights under such Purchased Contract or Purchased Asset, the Seller and Purchaser the Buyers will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller (without the requirement of any payment of money or other expenditure by the Seller) under which Purchaser shall obtain, to the extent practicable, Buyers would substantially obtain the claims, rights and benefits and substantially assume the corresponding obligations thereunder under such Purchased Contract or Purchased Asset in accordance with this Agreement, including subcontracting, sub-licensing sublicensing, or sub-leasing subleasing to Purchaserthe Buyers, or under which the Seller shall enforce would enforce, at the Buyers’ expense, for the benefit of Purchaserthe Buyers, with Purchaser the Buyers assuming at their expense the Seller’s obligations, any and all claims, rights and benefits of the Seller against a any third party theretoparty. The Seller will promptly pay to Purchaser the Buyers when received all monies received by the Seller under any Purchased Contract or Purchased Asset, and the Buyers shall pay, defend, discharge and perform all Liabilities under such Purchased Contracts and Purchased Assets as required under Section 2.2(a). Notwithstanding anything to the contrary set forth in the foregoing sentences, the Seller shall be entitled to retain from or set-off against amounts due to, or otherwise charge and collect from, the Buyers all reasonable incremental costs associated with the retention, maintenance and enforcement of rights of any Purchased Contract or other Asset or any claimPurchased Asset, right or benefit and in addition all Liabilities arising thereunder not transferred to Purchaser pursuant the extent related to the ownership, use or operation thereof from and after the Closing Date contemplated by this Section 8(j). Purchaser agrees to perform at its sole expense all 2.8, and the Buyers will indemnify each Seller Party for any Loss resulting from or arising out of the obligations of Seller to be performed after the Acquisition Date under any such activities. Notwithstanding anything to the contrary set forth in this Section 2.8, the Seller shall not have any obligation whatsoever to directly or indirectly retain any portion of its assets or businesses other than any specific individual Purchased Contract or other Purchased Asset contemplated by this Section 2.8 (but only until such time as the benefits of which Purchaser is receiving pursuant to the provisions transfer thereof may be effected in accordance with this Agreement) as a result of this Section 8(g)2.8 in order to perform or maintain such Purchased Contract or other Purchased Asset.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect thereof to any party thereto or in any way adversely affect the rights of Seller or, upon transfer, Purchaser Buyer or Sellers thereunder. Each Seller agrees that it and Buyer will use its their best efforts (but without any payment of money by Sellers or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Sellers thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, each Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall Sellers would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s Sellers’ obligations, any and all claims, rights and benefits of each Seller against a third party thereto. Each Seller will promptly pay to Purchaser Buyer when received all monies received by such Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder. In such event, Sellers and Buyer shall, to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset extent the benefits of which Purchaser is receiving pursuant therefrom and obligations thereunder have not been provided by alternative arrangements satisfactory to Buyer and Sellers, negotiate in good faith an adjustment in the provisions of this Section 8(g)consideration paid by Buyer for the Purchased Assets.

Assignment of Contracts and Rights. Anything in this Agreement to ---------------------------------- the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. thereunder Seller agrees that it and Buyer will use its their best efforts (but without any payment of money by Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment there would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not transferred been provided by alternate arrangements satisfactory to Purchaser Buyer and Seller, negotiate in good faith an adjustment in the consideration paid by Buyer for the Purchased Assets, to the extent not otherwise adjusted pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)2.08.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or the Seller or, upon transfer, Purchaser Entity party thereto thereunder. The Seller agrees that it Parties and Buyer will use its their best efforts (but without any payment of money by Buyer or the Seller Parties) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the relevant Seller Entity thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, the Seller Parties and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which the Seller shall Parties would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Sellerthe relevant Seller Entity’s obligations, any and all claims, rights and benefits of such Seller Entity against a third party thereto. The applicable Seller Entity will promptly pay to Purchaser Buyer when received all monies received by such Seller Entity under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant thereunder, except to the provisions of this Section 8(g)extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall will not constitute an agreement to assign Transfer any Asset Assigned Contract or any other Contract to which a Seller is a party or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofand for so long as such Transfer, without the approval, consent or waiver of a third party theretoparty, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Assigned Contract or other Contract or in any way adversely affect the rights of Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract If such approval, consent or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to waiver is not obtained, or if an attempted assignment thereof to Purchaser. If would be ineffective or would adversely affect the rights of Purchaser thereunder so that Purchaser would not in fact receive all such consent is not obtained with respect to any rights, Purchaser and such Contract or other Asset, Seller and Purchaser will cooperate in an implementing a mutually agreeable arrangement reasonably satisfactory designed to provide Purchaser with the benefits and Seller the responsibility to perform and discharge the Liabilities thereunder, and under which Purchaser shall obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which such Seller shall would enforce for the benefit of Purchaser, at Purchaser’s sole cost and expense, with Purchaser assuming Seller’s obligationsbeing responsible for the performance and discharge of such Sellers’ Liabilities, any and all claims, rights and benefits of such Seller against a third party. The Sellers will not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party theretoto obtain any such approval, consent or waiver. Seller The Sellers will promptly pay to Purchaser when received all monies received by any Seller or its Affiliates from and after the Closing under any Assigned Contract or other Asset any Contract to which any Seller is a party (less the costs and expenses incurred by such Seller in connection with the receipt of such monies), and the Sellers and Purchaser will continue to cooperate and use all commercially reasonable efforts to obtain such approval, consent or any claimwaiver and to provide Purchaser with all such rights in accordance with this Agreement. Except as otherwise provided in this Agreement, right or benefit arising thereunder not transferred to Purchaser pursuant to nothing in this Section 8(j)1.03 will affect Purchaser’s other rights under this Agreement or affect the conditions to Purchaser’s obligation to close the transactions contemplated by this Agreement as set forth in Section 10.02. Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the The provisions of this Section 8(g)1.03 will not limit, modify or otherwise affect any representation or warranty of the Sellers under this Agreement.

Assignment of Contracts and Rights. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin the Transaction Documents, this Agreement any Transaction Document shall not constitute an agreement to assign any Asset Group Company Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Group Company Assets or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser or their Affiliates thereunder. Seller agrees that it will Group shall, and shall cause its Affiliates to, use its their best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of such third parties to any of such Group Company Assets or any claim or right or any benefit arising thereunder for the other contracting parties thereto to an assignment thereof to PurchaserBuyer or its Affiliates as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller Group or its Affiliates thereunder so that Buyer and its Affiliates would not in fact receive all such Contract or other Assetrights, Seller Group and Purchaser will cooperate Buyer shall cooperate, and shall cause their respective Affiliates, in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer or its Affiliates would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer or its Affiliates, or under which Seller shall Group or its Affiliates would enforce for the benefit of PurchaserBuyer or its Affiliates, with Purchaser Buyer or its Affiliates assuming SellerSeller Group’s or its applicable Affiliate’s obligations, any and all claims, rights and benefits of Seller Group or its Affiliates against a third party thereto. Seller will Group shall, and shall cause its Affiliates to, promptly pay to Purchaser Buyer or its Affiliates when received all monies received by Seller Group or its Affiliates under any Contract or other Asset Group Company Assets or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)thereunder.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Purchased Asset or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder; provided that the foregoing shall not limit or affect Seller’s representations and warranties in Article 3 or the conditions set forth in Section 10.02. Seller agrees that it will and Buyer shall use its their reasonable best efforts (but without any payment of money by Parent or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of such third parties to any of such Purchased Asset or any claim or right or any benefit arising thereunder for the other contracting parties thereto to an assignment thereof to PurchaserBuyer as Buyer may reasonably request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser will Buyer shall cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer, or under which Seller shall would enforce (at the direction of Buyer) for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party theretothereto (including, if applicable, the right to elect to terminate such Purchased Asset in accordance with the terms thereof upon Buyer’s request). Seller will shall promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, except to Purchaser pursuant the extent the same represents an Excluded Asset. Upon receipt of any required consents to assignment of a Purchased Asset, Seller shall sell, transfer, convey, assign and deliver such Purchased Asset to Buyer with no additional purchase price due therefore. In addition, following the Closing, the parties shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant 2.05 and give effect to the provisions of transactions contemplated by this Section 8(g)2.05.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset of the CRC Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its best commercially reasonable efforts to obtain the necessary consents consent of the other parties to any CRC Asset or any claim or right or any benefit arising thereunder required to permit the assignment thereof to Buyer; provided, however, that neither Buyer nor Seller shall be required to make any material payment or agree to any material undertaking in connection therewith, except for payments due upon assignment expressly provided for in such agreements. Seller shall be responsible at its sole cost to obtain the consent of each landlord under a Leased Property to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchasersublease thereof. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will cooperate in an arrangement reasonably satisfactory to Purchaser a mutually agreeable arrangement, as Buyer and Seller shall agree, under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, 's obligations and any and all claims, rights and benefits of Seller against a third party thereto. Seller will pay promptly pay to Purchaser Buyer when received all monies received by Seller after the Closing Date under any Contract or other Asset of the CRC Assets or any claim, claim or right or any benefit arising thereunder not thereunder. Notwithstanding anything to the contrary contained herein, Seller covenants that the Contracts that are indicated with an asterisk on Schedule 5.04 (the "Required Consent Contracts") will be transferred and assigned to Purchaser pursuant Buyer on the Closing Date and that Seller will have obtained, as of the Closing Date, all consents necessary to assign to Buyer the Required Consent Contracts without causing any default, acceleration or termination under any such Contracts. Provided that Seller uses commercially reasonable efforts to obtain such consents and subject to this Section 8(j3.01(c). Purchaser , Buyer agrees that neither Times Mirror nor Seller shall have any liability whatsoever arising out of or relating to perform at its sole expense all the failure to obtain any consents (other than consents related to Required Consent Contracts) that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the obligations default, acceleration or termination of Seller to be performed after the Acquisition Date under any such Contract or other CRC Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)as a result thereof.

Assignment of Contracts and Rights. Anything in this Agreement or ---------------------------------- any other Acquisition Document to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Purchaser or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will shall use its best efforts efforts, whether before or after the Closing Date, to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an appropriate Persons for the assignment thereof to PurchaserPurchaser as Purchaser may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that Purchaser would not receive all such Contract or other Assetrights, Seller and Purchaser will shall cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing or sub-leasing subleasing to Purchaser, or under which Seller shall would enforce for the benefit of Purchaser, with Purchaser assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller against a third party Person thereto. Seller will shall promptly pay to Purchaser when received all monies received by Seller under in respect of any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, except to Purchaser pursuant to this Section 8(j)the extent the same represents an Excluded Asset. Purchaser agrees to perform at its sole expense Seller shall be responsible for any and all of costs associated with obtaining such consents. To the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset extent the benefits of which therefrom and Liabilities thereunder have not been provided by alternative arrangements reasonably satisfactory to Purchaser, an adjustment in the Purchase Price paid by Purchaser is receiving pursuant for the Purchased Assets shall be made to reflect the provisions of this Section 8(g)lost benefits and Damages to Purchaser.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or a Seller or, upon transfer, Purchaser thereunder. Seller agrees that it Sellers and Buyer will use its their best efforts (but without any payment of money by Sellers or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of a Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller Sellers and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which a Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming a Seller’s 's obligations, any and all claims, rights and benefits of a Seller against a third party thereto. Seller Sellers will promptly pay to Purchaser Buyer when received all monies received by a Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed on or after the Acquisition Date under any Closing Date. In such Contract or other Asset event, Sellers and Buyer shall, to the extent the benefits of which Purchaser is receiving pursuant therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer and Sellers, negotiate in good faith an adjustment in the provisions of this Section 8(g)consideration paid by Buyer for the Purchased Assets.

Assignment of Contracts and Rights. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, this Agreement shall not constitute an assignment or transfer, or agreement to assign or transfer, any Asset contract or other arrangement included among the Acquired Assets if an assignment or transfer thereof, without the consent of a necessary third party, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer or Seller thereunder. Any assignment or transfer which requires such a consent shall be made subject to such consent being obtained and the Selling Parties shall use their commercially reasonable efforts to obtain such consents; and if a consent is not obtained, or if an assignment thereof would be ineffective as to Buyer, Seller and Buyer will enter into an arrangement reasonably acceptable to Buyer and Seller under which Buyer will obtain the benefits and assume and perform the obligations thereunder in accordance with this Agreement, whether by subcontract, sub-license or sublease, and by which Seller would enforce such rights and/or agreements for the benefit of Buyer. To the extent such an arrangement is effected, the Selling Parties shall promptly pay to Buyer all monies received by the Selling Parties under any Acquired Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofthereunder, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents except to the assignment of each Seller Contract extent the same represents an Excluded Asset. The foregoing notwithstanding, nothing herein shall be deemed or other Seller Asset which construed to cure or excuse any breach by its terms requires the consent Selling Parties of any of their representations, warranties and covenants hereunder, and the rights and remedies under this Section 2.3 shall be in addition to, and not in lieu of, any other contracting parties thereto to an assignment thereof to Purchaser. If such consent is not obtained with rights or remedies provided for under this Agreement or by operation of law; provided, however, that any damages or Losses claimed by Buyer in respect to of any such Contract or other Asset, Seller breach shall be mitigated and Purchaser will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall enforce for the benefit of Purchaser, with Purchaser assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser when received all monies received offset by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits afforded by the implementation of which Purchaser is receiving any arrangement entered into pursuant to the foregoing provisions of this Section 8(g)2.3.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Asset Assigned Contract or any Contract to which either of the Companies is a party or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofand for so long as such assignment, without the approval, consent or waiver of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Assigned Contract or other Contract or in any way adversely affect the rights of Purchaser, Seller or, upon transfer, Purchaser or either Company thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If such approval, consent or waiver is not obtained with respect to any such Contract obtained, or other Assetif an attempted assignment thereof would be ineffective or would adversely affect the rights of Purchaser, Seller or either Company thereunder so that Purchaser would not in fact receive all such rights, Purchaser and Purchaser Seller will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtainor one or both of the Companies, to as applicable, would obtain the extent practicable, the claims, rights and benefits and assume perform and discharge the corresponding obligations thereunder in accordance with this Agreementthereunder, including subcontracting, sub-licensing or sub-leasing to Purchaser, or and under which Seller shall would enforce for the benefit of Purchaser or one or both of the Companies, as applicable, at Purchaser’s sole cost and expense, with Purchaser assuming being responsible for the performance and discharge of Seller’s obligations, any and all claims, rights and benefits of Seller against a third party. Seller shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party theretoto obtain any such approval, consent or waiver. Seller will promptly pay to Purchaser when received all monies received by Seller or its Affiliates from and after the Closing under any Assigned Contract or other Asset any Contract to which either of the Companies is a party, and Seller and Purchaser shall continue to cooperate and use all commercially reasonable efforts to obtain such approval, consent or any claim, right or benefit arising thereunder not transferred waiver and to provide Purchaser pursuant to with all such rights in accordance with this Agreement. Nothing in this Section 8(j)1.03 shall affect Purchaser’s other rights under this Agreement or affect the conditions to Purchaser’s obligation to close the transactions contemplated by this Agreement as set forth in Section 9.02. Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the The provisions of this Section 8(g)1.03 shall not limit, modify or otherwise affect any representation or warranty of Seller under this Agreement.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it and Buyer will use its their best efforts (but without any payment of money by Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or Buyer thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, except to Purchaser pursuant the extent the same represents an Excluded Asset. In such event, Seller and Buyer shall, to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset extent the benefits of which Purchaser is receiving pursuant therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer and Seller, negotiate in good faith an adjustment in the provisions of this Section 8(g)consideration paid by Buyer for the Purchased Assets.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Purchased Asset or in any way adversely affect the rights of the Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its best commercially reasonable efforts (but without any payment of money by Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will diligently cooperate in an good faith in the thirty-five (35) days after the Closing to arrive at a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant thereunder, except to the provisions of this Section 8(g)extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to sell, convey, transfer, assign or deliver any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted such sale, conveyance, transfer, assignment thereofor delivery, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Purchased Asset or in any way adversely affect the rights of Seller orany Party thereunder; provided, upon transfer, Purchaser thereunderthat the foregoing shall not limit or affect Seller’s representations and warranties set forth in this Agreement. Seller agrees that it will and Buyer shall use its their reasonable best efforts (but without any payment of money by Buyer or any obligation on Buyer to agree to any accommodation or concession with a third party) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of such third parties to any of such Purchased Asset or any claim or right or any benefit arising thereunder for the other contracting parties thereto to an assignment thereof to PurchaserBuyer. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser will Buyer shall cooperate in an to determine a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer, or under which Seller shall would enforce (at the direction of Buyer) for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party theretothereto (including, if applicable, the right to elect to terminate such Purchased Asset in accordance with the terms thereof upon Buyer’s request). Seller will shall promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, except to Purchaser pursuant the extent the same represents an Excluded Asset. Upon receipt of any required consents to assignment of a Purchased Asset, Seller shall sell, transfer, convey, assign and deliver such Purchased Asset to Buyer with no additional purchase price due therefore. In addition, following the Closing, the parties shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out this Section 8(j)‎Section 2.05 and give effect to the transactions contemplated by this ‎Section 2.05. Purchaser agrees to perform at its sole expense all To the extent that, in connection with obtaining a third party’s consent under any Contract, one or more of the obligations Parties enter into an agreement with such third party that provides for an allocation of Seller liability among the Parties with respect to be performed after the Acquisition Date under any such Contract or other Asset that is inconsistent with the benefits terms of which Purchaser is receiving pursuant to this Agreement, the Parties agree that, as among themselves, the provisions of this Section 8(g)Agreement shall control.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it and Buyer will use its their best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, except to Purchaser pursuant the extent the same represents an Excluded Asset. In such event, Seller and Buyer shall, to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset extent the benefits of which Purchaser is receiving pursuant therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer and Seller, negotiate in good faith an adjustment in the provisions of this Section 8(g)consideration paid by Buyer for the Purchased Assets.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party theretoparty, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or the Seller or, upon transfer, Purchaser thereunderParties thereunder or be contrary to Applicable Law. The Seller agrees that it will Parties and Buyer shall use its best their commercially reasonable efforts (but without any requirement to pay money or offer other consideration to any Person) to obtain the necessary consents consent of any applicable third party to the assignment of each Seller Contract any such Transferred Asset or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchasersuch claim, right or benefit. If any such consent or approval is not obtained with respect to any such Contract or other Assetobtained, the Seller Parties and Purchaser will Buyer shall cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder Liabilities under such Transferred Asset in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer, or under which the Seller shall enforce Parties would exercise (at the reasonable direction of Buyer) for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Sellersuch Seller Party’s obligations, any and all claimsrights of the Seller Parties (including, rights and benefits of if applicable, the right to elect to terminate such Transferred Asset in accordance with the terms thereof upon Buyer’s request). Each Seller against a third party thereto. Seller will Party shall promptly pay to Purchaser Buyer when received all monies received by such Seller Party under any Contract or other such Transferred Asset or any claim, right or benefit arising thereunder not transferred thereunder, except to Purchaser pursuant the extent the same represents an Excluded Asset. The Seller Parties shall have no obligation to obtain such consent or approval or to provide such an alternative arrangement other than the undertaking to use commercially reasonable efforts to obtain or provide the same as set forth in this Section 8(j2.05, subject only to the other provisions hereof, and shall have no remedy (including under Article 8) for failure of the Seller Parties to obtain any such consent or approval or to provide any such alternative arrangement (subject only to the other provisions hereof). Purchaser agrees to perform at its sole expense all To the extent that, in connection with obtaining a third party’s consent under any Transferred Asset, one or more of the obligations parties hereto enter into an agreement with such third party that provides for an allocation of Seller liability among the parties hereto with respect to be performed after such Transferred Asset that is inconsistent with the Acquisition Date under any such Contract or other Asset terms of this Agreement, the benefits of which Purchaser is receiving pursuant to parties agree that, as among themselves, the provisions of this Agreement shall control. Section 8(g)2.06.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it and Buyer will use its best efforts their commercially reasonable diligent effort (but without the obligation to expend any money by Seller or Buyer or to initiate any lawsuits) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may reasonably request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, then at Buyer’s option (i) Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party theretothereto or (ii) Buyer shall have the right to terminate this Agreement. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant thereunder, except to the provisions of this Section 8(g)extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything ASSIGNMENT OF LEASES; ASSIGNMENT OF CERTAIN OTHER EXECUTORY CONTRACTS The Purchased Assets (including the Assumed Real Property Leases and the Assumed Contracts) will be sold, assigned to, transferred to and assumed by Buyer pursuant to the Receivership Order and Sections 363, 365 and other applicable provisions of the U.S. Bankruptcy Code as of the Closing. The Receiver shall use commercially reasonable efforts, and Buyer shall cooperate with the Receiver, including by providing the information described in Section 9.4(f), to obtain any required consents of any third party or court approvals required for the assignment of any Assumed Real Property Lease, Assumed Contract or other Purchased Asset. Buyer shall pay all costs and expenses incurred by the Receiver in obtaining such consents, provided that Buyer approves of such costs and expenses in advance, which approval shall not be unreasonably withheld. With the prior written consent of the Receiver, Buyer may have direct communications with any such third parties for the sole purpose of seeking to obtain any such consent(s). To the extent the Receiver is unable to obtain any required consent or court approvals for the assignment of any Assumed Real Property Lease(s), the Receiver may take such other action as it deems appropriate, including, without limitation, pursuant to the U.S. Bankruptcy Code, to effect an assignment of such Assumed Real Property Lease(s) to Buyer. Except as otherwise provided in Section 2.6, but notwithstanding any other provision of this Agreement (other than Section 2.6) to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents is required as to the assignment of each Seller any particular Executory Contract or other Seller asset intended to be a Purchased Asset which by its terms requires the consent of (or any of the right thereunder), other contracting parties thereto to than an assignment thereof to Purchaser. If Assumed Real Property Lease, and such consent is not obtained or such assignment is not attainable over the objection of that party pursuant to applicable Law (including, without limitation, the CCAA, s. 47 of the Bankruptcy and Insolvency Act (Canada), s. 39 of the Law and Equity Act (British Columbia) and Section 105, 363 or 365 of the U.S. Bankruptcy Code), then such Executory Contract or other asset shall not be a Purchased Asset and shall not be transferred hereunder, but the Closing shall proceed, without adjustment to the Purchase Price, with respect to any the remaining Purchased Assets; provided, however, that if such Executory Contract or other Assetthat is not transferred is an Assumed Real Property Lease, Seller and Purchaser will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, then the Purchase Price payable to the extent practicable, Receiver shall be reduced dollar for dollar by the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall enforce for the benefit of Purchaser, with Purchaser assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant amount allocated to the provisions of this Section 8(gCasino to which such Assumed Real Property Lease relates as set forth on Schedule 2.6(b).

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any HPI Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such HPI Transferred Asset or in any way adversely affect the rights of Seller orTransferee or Transferor thereunder (such consents, upon transfer, Purchaser thereunderthe “Required Consents”). Seller agrees that it will Transferor and Transferee shall use its their reasonable best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of such third parties to any of such HPI Transferred Asset or any claim or right or any benefit arising thereunder for the other contracting parties thereto to an assignment thereof to PurchaserTransferee as Transferee may request. If such consent is not obtained with respect to any or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Transferor thereunder so that Transferee would not in fact receive all such Contract or other Assetrights, Seller Transferor and Purchaser will Transferee shall cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Transferee would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to PurchaserTransferee, or under which Seller shall Transferor would enforce for the benefit of PurchaserTransferee, with Purchaser Transferee assuming SellerTransferor’s obligations, any and all claims, rights and benefits of Seller Transferor against a third party thereto. Seller will Transferor shall promptly pay to Purchaser Transferee when received all monies received by Seller Transferor under or in respect of any Contract or other HPI Transferred Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant thereunder, except to the provisions extent the same represents an Excluded Asset. Upon receipt of this Section 8(g)any Required Consents to assignment of a HPI Transferred Asset, Transferor shall contribute, transfer, convey, assign and deliver such HPI Transferred Asset to Transferee with no additional consideration therefor other than the LLC Interest.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, neither this Agreement nor any other Transaction Document shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Purchased Asset or in any way adversely affect in any material respect the rights of a Seller, any of its Affiliates or any Buyer Party thereunder; provided that the foregoing shall not limit or affect Sellers’ representations and warranties in Article 4 or the conditions set forth in Section 11.02; provided further, that upon the Closing, subject to each Seller orhaving complied with (and, upon transferto the extent applicable, Purchaser thereundercontinuing to comply with) its covenants, agreements and obligations pursuant to this Agreement (including this Section 2.09 and Section 8.01), Sellers shall have no liability or obligation under Article 12 or otherwise for the failure to obtain any such consent. Each Seller agrees that it will and each Buyer Party shall use its best their respective commercially reasonable efforts (but without any payment of money by a Seller or a Buyer Party (or any of their respective Affiliates)) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of such third parties to any of such Purchased Asset or any claim or right or any benefit arising thereunder for the other contracting parties thereto to an assignment thereof to Purchaserthe applicable Buyer Party as Buyer Domestic may reasonably request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of a Seller thereunder so that the applicable Buyer Party would not in fact receive all such Contract or other Assetrights, each Seller and Purchaser will each Buyer Party shall (and cause their respective Affiliates to) cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to the extent practicable, applicable Buyer Party would obtain the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this AgreementAgreement (including, in the case of Government Contracts, Section 8.03), including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to Purchaserthe applicable Buyer Party, or under which a Seller shall or any of its Affiliates would Table of Contents enforce (at the direction and expense of Buyer Domestic) for the benefit of Purchaserthe applicable Buyer Party, with Purchaser the applicable Buyer Party assuming Seller’s obligationsthe obligations of such Seller or its Affiliates, any and all claims, rights and benefits of such Seller or any of its Affiliates against a third party theretothereto (including, if applicable, the right to elect to terminate such Purchased Asset in accordance with the terms thereof upon Buyer Domestic’s request). Each Seller will shall promptly pay to Purchaser the applicable Buyer Party when received all monies received by such Seller or any of its Affiliates under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, except to Purchaser pursuant the extent the same represents an Excluded Asset. Upon receipt of any required consents to assignment of a Purchased Asset, each Seller shall, or shall cause its Affiliates to, sell, transfer, convey, assign and deliver such Purchased Asset to the applicable Buyer Party with no additional purchase price due therefor. In addition, following the Closing, the parties shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant and give effect to the provisions of transactions contemplated by this Section 8(g)Section.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset Purchased Contract or any claim or right or any benefit arising thereunder under or resulting therefrom from such Contract if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. The parties acknowledge and agree that the Contracts listed on Schedule 2.10 (the “Contracts Requiring Consent”) require the consent from parties to, or whose consent is otherwise required to assign, any Purchased Contracts. Seller agrees that it will shall use its reasonable best efforts to obtain on behalf of Buyer the necessary consents to any Contracts Requiring Consent and shall, upon Buyer’s request from time to time, inform Buyer as to the assignment status of each Seller Contract or other Seller Asset which by its terms requires consents for the consent of any of the other contracting parties thereto to an assignment thereof to PurchaserContracts Requiring Consent. If any such consent is not obtained with respect prior to any the Closing Date, until such Contract consent is obtained, or other Assetif an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all rights under such Purchased Contract, Seller and Purchaser Buyer will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall enforce would enforce, at Seller’s expense, for the benefit of PurchaserBuyer, with Purchaser Buyer assuming at Seller’s expense Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer, when received received, all monies received by Seller under any Contract Purchased Contract, and Buyer shall pay, defend, discharge and perform all Assumed Liabilities under such Purchased Contracts. This Section 2.10 shall not apply, and shall have no force or other Asset effect, for purposes of (i) any representations or warranties set forth in this Agreement, (ii) any claimof the conditions set forth in Section 6.1 or 6.2 (including Section 6.2(g)), or (iii) any right or benefit arising thereunder not transferred of a Buyer Indemnitee to Purchaser indemnification pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all 7.2 (it being understood, for purposes of clarity, that any breach of the obligations of the Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g2.10 shall be indemnifiable under Article VII hereof).

Assignment of Contracts and Rights. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingcontained in this Agreement, this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom Assumed Contract if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Seller or, upon transfer, Purchaser Buyer or the Company thereunder. The Company will use, and the Seller agrees that it Members will use its best cause the Company to use, commercially reasonable efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Assumed Contract in accordance with the Required Contract Consent for the assignment thereof to PurchaserBuyer or its designated Affiliate as Buyer may request. If Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Buyer or the Company thereunder so that Buyer would not obtained with respect to any in fact receive all rights under such Contract or other AssetAssumed Contract, Seller the Company and Purchaser Buyer will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall enforce the Company would enforce, at Buyer’s expense, for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Sellerat Buyer’s obligationsexpense the Company’s obligations and Liabilities (solely to the extent provided in Section 1.2(a)), any and all claims, rights and benefits of Seller the Company against a third party thereto. Seller The Company will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date Company under any such Assumed Contracts relating to or arising out of products delivered, services rendered or work performed on or after the Closing Date, and Buyer shall pay, defend, discharge and perform all Liabilities relating to or arising out of products delivered, services rendered or work performed on or after the Closing Date under such Assumed Contracts. Unless and until any Assumed Contract is assigned to Buyer, the Company and the Seller Members agree that they shall not terminate or take any other Asset the benefits action that would reasonably be expected to result in a termination of which Purchaser is receiving pursuant to the provisions of this Section 8(g)such Assumed Contract.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Seller or, upon transfer, Purchaser Buyer or Sellers thereunder. Seller agrees that it The parties hereto will use its best their reasonable efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Sellers thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller Sellers and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreementunder any such claims, contracts, licenses, leases, commitments, sales orders or purchase orders, including subcontracting, sub-licensing or sub-leasing to Purchaserlicensing, or under subleasing to Buyer, or which Seller shall Sellers would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer's assuming Seller’s Sellers' obligations, any and all claims, rights and benefits of Seller Sellers against a third party theretothereto arising out of the breach of cancellation by such third party or otherwise. Seller Sellers will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date Sellers under any such Contract claim, contract, license, lease, commitment, sales order, purchase order or other Asset the benefits of which Purchaser is receiving pursuant any claim or right or any benefit arising thereunder, except to the provisions of this Section 8(g)extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset Acquired Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of Seller or, upon transfer, Purchaser Buyer thereunder. Seller agrees that it will Each Selling Party shall use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of third parties to any such Acquired Assets or claim or right or any benefit arising thereunder for the other contracting parties thereto to an assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect obtained, or if an assignment thereof would be ineffective as to any such Contract or other AssetBuyer, Seller the Selling Parties and Purchaser Buyer will cooperate in an enter into a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer will obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall the Selling Parties would enforce such arrangements for the benefit of Purchaser, with Purchaser assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party theretoBuyer. Seller will The Selling Parties shall promptly pay to Purchaser when received Buyer all monies received by Seller the Selling Parties under any Contract or other Asset Acquired Assets or any claim, claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, the Selling Parties and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not transferred been provided by alternate arrangements satisfactory to Purchaser pursuant to Buyer, negotiate in good faith an adjustment in the consideration paid by Buyer for the Acquired Assets. The foregoing notwithstanding, the rights and remedies under this Section 8(j). Purchaser agrees 2.3 shall be in addition to, and not in place of, any other such rights or remedies provided for under this Agreement (including, without limitation, Buyer's rights with respect to perform at its sole expense all failure of the obligations condition set forth in subsection 7.1(i)) or by operation of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)law.

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it Seller, Parent and Buyer will use its best their commercially reasonable efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer or New Jetride as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer or New Jetride would not in fact receive all such Contract or other Assetrights, at Buyer’s option, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer or New Jetride would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreementunder any such claims, contracts, licenses, leases, commitments, sales orders or purchase orders, including subcontracting, sub-licensing or sub-leasing to Purchaserlicensing, or under subleasing to Buyer or New Jetride, or which Seller shall would enforce for the benefit of PurchaserBuyer and New Jetride, with Purchaser Buyer or New Jetride assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party theretothereto arising out of the breach or cancellation by such third party or otherwise. Seller will promptly pay to Purchaser Buyer or New Jetride when received all monies received by Seller under any Contract or other Asset such claim, contract, license, lease, commitment, sales order, purchase order or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)thereunder.

Assignment of Contracts and Rights. (a) Anything in this Agreement or any other Acquisition Document to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party theretothereto or the receipt of any Government Approvals or the satisfaction of any other requirement thereof, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer, Seller or, upon transfer, Purchaser or any of Seller’s Subsidiaries thereunder. Seller agrees that it and Buyer will use its best commercially reasonable efforts (but without any payment of money by Seller or Buyer except as provided in Section 5.07) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may reasonably request; provided, however, that Seller shall have no obligation to assign or transfer Contracts, including any licenses of Intellectual Property or any licenses granted by Seller in connection with the sale, distribution and license of Products in the ordinary course of business, that are not Assumed Contracts. If such consent or Government Approval is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, for the Assumed Contracts set forth on Schedule 2.06, Seller and Purchaser Buyer will cooperate in an arrangement reasonably satisfactory to Purchaser discuss and Seller determine feasible arrangements under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this AgreementAgreement to the extent of Seller’s rights thereunder, including subcontractingpotential sub-contracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer (but no more extensive than Seller’s existing rights with respect to the Business), or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g).

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of the Buyer, Acquisition Sub or the Seller or, upon transfer, Purchaser thereunder. The Seller agrees that it will use its best reasonable efforts (but without making any payments or incurring out-of-pocket expenses and without commencing any legal proceeding), and the Buyer will actively assist the Seller, to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserAcquisition Sub. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Seller thereunder so that Acquisition Sub would not in fact receive all such Contract or other Assetrights, Seller the Seller, the Buyer and Purchaser Acquisition Sub will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Acquisition Sub would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including including, without limitation, subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserAcquisition Sub, or under which the Seller shall would enforce for the benefit of PurchaserAcquisition Sub, with Purchaser Acquisition Sub assuming the applicable Seller’s 's or Seller's obligations, any and all claims, rights and benefits of the Seller against a third party thereto. Seller will promptly pay to Purchaser when received all monies , and any amount received by the Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred in respect thereof shall be held for and paid over to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)Sub.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Purchased Asset or in any way adversely affect the rights of Seller or, upon transfer, Purchaser Buyer or its designated Subsidiaries thereunder. Seller agrees that it will and Buyer shall use its their best efforts (but without any payment of money by Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of such third parties to any of such Purchased Asset or any claim or right or any benefit arising thereunder for the other contracting parties thereto to an assignment thereof to PurchaserBuyer or its designated Subsidiary as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer or its designated Subsidiary would not in fact receive all such Contract or other Assetrights, Seller and Purchaser will Buyer shall cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer or its designated Subsidiary would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer or its designated Subsidiary, or under which Seller shall would enforce for the benefit of PurchaserBuyer or its designated Subsidiary, with Purchaser Buyer or its designated Subsidiary assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will shall promptly pay to Purchaser Buyer or its designated Subsidiary when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant thereunder, except to the provisions of this Section 8(g)extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything As promptly as practicable but subject to the terms of this Section 5.11, Parent and the Sellers shall, and shall cause their applicable Affiliates to, use commercially reasonable efforts to assign in this Agreement whole all the Assigned Contracts to one of the Companies and assign in part (to the extent relating to the Business) the Shared Contracts to one of the Companies. Notwithstanding anything to the contrary notwithstandingin this Agreement, this Agreement shall not constitute an agreement to assign any Asset Shared Contract, any Assigned Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach of or other contravention thereof, be ineffective with respect to any party thereto default under such Shared Contract or such Assigned Contract or in any material way adversely affect the rights of Seller orany Seller, upon any Company or any of their respective Affiliates thereunder. With respect to any Shared Contract or any Assigned Contract, from and after the date hereof, the Sellers shall use commercially reasonable efforts, and shall keep Buyer reasonably informed of their progress, to obtain any required consent for the assignment (in whole or in part, as applicable), transfer or sublicense of such Shared Contract or of such Assigned Contract to Buyer. Promptly following any such consent being obtained, Parent or the Sellers shall assign and transfer, Purchaser thereunder. Seller agrees that it will use its best efforts or sublicense, to obtain the necessary consents to the assignment of each Seller Buyer such Shared Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchasersuch Assigned Contract for no additional consideration. If such consent is not obtained with respect to any such Contract or other Assetobtained, Seller Parent, the Sellers and Purchaser will Buyer will, for a period of six (6) months following the Closing, cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing, or sub-leasing subleasing to PurchaserBuyer, or under which the applicable Seller shall or Parent would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming the applicable Seller’s or Parent’s obligations, any and all claims, rights and benefits of the applicable Seller or Parent against a third party thereto. Seller will promptly pay to Purchaser when received all monies received by Seller under In connection with any Shared Contract or other Asset any Assigned Contract that is (x) assigned, in whole or in part, to Buyer, any Company or any claimof their respective Subsidiaries, right or benefit arising thereunder not transferred (y) subcontracted, sublicensed or subleased or under which the applicable Seller, Parent or any of its Affiliates otherwise passes along any benefits thereunder, in each case whether whole or in part, to Purchaser pursuant to this Section 8(j). Purchaser Buyer, any Company or any of their respective Subsidiaries, Buyer hereby agrees to perform at its sole expense perform, and to cause to be performed, all of its or such Company’s or Subsidiary’s (as applicable) obligations thereunder and shall promptly but in any event within 15 Business Days of being invoiced therefor, reimburse the obligations applicable Seller or Parent for any and all out-of-pocket expenses incurred by such Seller, Parent or any of Seller to be performed after the Acquisition Date its Affiliates under any such Shared Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)under any such Assigned Contract.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party theretoPerson, would constitute a breach or other contravention thereofof such Asset. Seller and Purchaser will use their commercially reasonable efforts to obtain the consent of such Persons in respect of any such Asset or any claim or right or any benefit arising thereunder for the assignment thereto to Purchaser as Purchaser may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective with respect to any party thereto or in any way would adversely affect the rights of Seller or, upon transfer, or its Affiliates hereunder so that Purchaser thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If would not in fact receive all such consent is not obtained with respect to any such Contract or other Assetrights, Seller and Purchaser will cooperate in an a mutually agreeable arrangement reasonably satisfactory pursuant to Purchaser and Seller under which Purchaser shall obtain, to would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall or its Affiliates would enforce for the benefit of Purchaser, with Purchaser assuming Seller’s or its Affiliates’ obligations, any and all claims, rights and benefits of Seller or its Affiliates against a third party thereto. Seller will promptly pay to Purchaser when received all monies received by Seller or its Affiliates under any Contract or other Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, and Seller and Purchaser shall continue to cooperate and use all commercially reasonable efforts to obtain such consent and to provide Purchaser pursuant with all such rights and shall continue to use all reasonable efforts to obtain such consent. Nothing in this Section 8(j)6.5 shall affect Purchaser’s other rights under this Agreement and shall not affect the conditions to Purchaser’s obligation to close. Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the The provisions of this Section 8(g)6.5 shall not limit, modify or otherwise affect any representation or warranty of Seller under this Agreement.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Prior and subsequent to the Closing, Buyer and Seller agrees that it (for a period of not more than 90 days) will use its best their commercially reasonable efforts (but without any payment of money by Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer or as Buyer may otherwise request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Buyer and Seller and Purchaser will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under with respect to any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder. Notwithstanding the foregoing Section 2.3, Seller shall have no liability to Purchaser pursuant to Buyer under this Section 8(j). Purchaser agrees to perform at its sole expense all 2.3 for a period of more than 90 days following the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)Closing Date.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party, would constitute a breach or other contravention of such Purchased Asset. Seller, Buyer and the Company shall use their commercially reasonable efforts (but without any payment of money by Seller, Buyer or the Company) to obtain the consent of such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Company as Buyer may request. Without limiting Seller’s obligation to deliver the Required Consents at Closing pursuant to Section 2.09, if such consent is not obtained, or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, thereof would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way would adversely affect the rights of Seller orthereunder so that the Company would not in fact receive all such rights, upon transferBuyer and the Company acknowledge that Seller shall not thereby be in breach of this Section 2.05, Purchaser thereunder. and Seller agrees that it will use its best efforts to and the Company shall cooperate in a mutually agreeable arrangement under which the Company would obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If such consent is not obtained with respect to any such Contract or other Asset, Seller and Purchaser will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to Purchaserthe Company, or under which Seller shall would enforce for the benefit of Purchaserthe Company, with Purchaser the Company assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto; provided, that if the Company elects not to enter into such an arrangement, Seller shall nevertheless be deemed to have satisfied its obligations hereunder. Seller will shall promptly pay to Purchaser the Company when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant thereunder, except to the provisions of this Section 8(g)extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor the Xxxx of Sale shall not constitute an agreement to assign any (or any material portion of any) Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Acquired Asset or in any way adversely affect the rights of Purchaser or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will Each party hereto shall use its respective reasonable best efforts (but without any payment of money by such party to any third party) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Acquired Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserPurchaser as Purchaser may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Purchaser would not in fact receive all such Contract or other Assetrights, Seller and Purchaser will cooperate in an shall enter a mutually agreeable arrangement reasonably satisfactory pursuant to Purchaser and Seller under which Purchaser shall obtain, to would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall would enforce for the benefit of Purchaser, with Purchaser assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will shall promptly pay to Purchaser when received all monies moneys received by Seller under any Contract or other Acquired Asset or any claim, claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Seller and Purchaser shall, to the extent the benefits therefrom and obligations thereunder have not transferred been provided by alternate arrangements satisfactory to Purchaser and Seller, negotiate in good faith an adjustment in the consideration paid by Purchaser for the Acquired Assets, to the extent not otherwise adjusted pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)Article III hereof.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or the Seller or, upon transfer, Purchaser Parties party thereto thereunder. The Seller agrees that it Parties and Buyer will use its their best efforts (but without any required payment of money to such third parties by either the Seller Parties or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Seller Parties thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, the Seller Parties and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which the Seller shall Parties would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s such Seller Parties' obligations, any and all claims, rights and benefits of the Seller Parties against a third party thereto. Each Seller Entity will promptly pay to Purchaser Buyer when received all monies received by such Seller Entity under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant thereunder, except to the provisions of this Section 8(g)extent the same represents an Excluded Asset. Notwithstanding the foregoing, each Seller Entity will promptly pay to Buyer all payments received by such Seller Entity in accordance with the Subcontract Agreement.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it and Buyer will use its their best efforts (but without any payment of money by Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-sub- leasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant thereunder, except to the provisions of this Section 8(g)extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Seller or, upon transfer, Purchaser Buyers or Sellers thereunder. Seller agrees that it The parties hereto will use its best their reasonable efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyers as Buyers may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Sellers thereunder so that Buyers would not in fact receive all such Contract or other Assetrights, Seller Sellers and Purchaser Buyers will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyers would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreementunder any such claims, contracts, licenses, leases, commitments, sales orders or purchase orders, including subcontracting, sub-licensing or sub-leasing to Purchaserlicensing, or under subleasing to Buyers, or which Seller shall Sellers would enforce for the benefit of PurchaserBuyers, with Purchaser Buyers' assuming Seller’s Sellers' obligations, any and all claims, rights and benefits of Seller Sellers against a third party theretothereto arising out of the breach of cancellation by such third party or otherwise. Seller Sellers will promptly pay to Purchaser Buyers when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date Sellers under any such Contract claim, contract, license, lease, commitment, sales order, purchase order or other Asset the benefits of which Purchaser is receiving pursuant any claim or right or any benefit arising thereunder, except to the provisions of this Section 8(g)extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party theretoPerson, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Asset or in any way adversely affect the rights of Purchaser or Seller or, upon transfer, Purchaser or its Affiliates thereunder. Seller agrees that it and Purchaser will use its best their commercially reasonable efforts (but without any payment of money by any of them) to obtain the necessary consents to consent of such Persons in respect of any such Asset or any claim or right or any benefit arising thereunder for the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser (or a Purchasing Subsidiary designated by Purchaser) as Purchaser may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates hereunder so that Purchaser would not in fact receive all such Contract or other Assetrights, Seller and Purchaser will cooperate in an a mutually agreeable arrangement reasonably satisfactory pursuant to Purchaser and Seller under which Purchaser shall obtain, to (or a Purchasing Subsidiary designated by Purchaser) would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing or sub-leasing to Purchaser (or a Purchasing Subsidiary designated by Purchaser), or under which Seller shall or its Affiliates would enforce for the benefit of Purchaser, with Purchaser assuming Seller’s or its Affiliates’ obligations, any and all claims, rights and benefits of Seller or its Affiliates against a third party thereto. Seller will promptly pay to Purchaser when received all monies received by Seller or its Affiliates under any Contract or other Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, and Seller and Purchaser shall continue to cooperate and use all commercially reasonable efforts to obtain such consent and to provide Purchaser pursuant with all such rights shall continue to use all reasonable efforts to obtain such consent. Nothing in this Section 8(j)5.9 shall affect Purchaser’s other rights under this Agreement and shall not affect the conditions to Purchaser’s obligation to close. Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the The provisions of this Section 8(g)5.9 shall not limit, modify or otherwise affect any representation or warranty of the Selling Subsidiaries or Seller under this Agreement.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom Contract if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Seller or, upon transfer, Purchaser the Buyer or any PMG Company thereunder. Seller agrees that it PMG and the Buyer will use its their reasonable best efforts (but without the requirement of any payment of money by either Party) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If such consent is not obtained with respect to any such Contract for the assignment thereof to the Buyer as the Buyer may request. Unless and until such consent is obtained, or other Assetif an attempted assignment thereof would be ineffective or would adversely affect the rights of such PMG Company thereunder so that the Buyer would not in fact receive all rights under such Contract, Seller such PMG Company and Purchaser the Buyer will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to the extent practicable, Buyer would obtain the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to Purchaserthe Buyer, or under which Seller shall enforce such PMG Company would enforce, at the Buyer’s expense, for the benefit of Purchaserthe Buyer, with Purchaser the Buyer assuming Sellerat the Buyer’s obligationsexpense such PMG Company’s obligations in accordance with this Agreement, any and all claims, rights and benefits of Seller such PMG Company against a third party thereto. Seller Such PMG Company will promptly pay to Purchaser the Buyer when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date thereby under any such Contract or other Asset Purchased Contract, and the benefits of Buyer shall pay, defend, discharge and perform all Liabilities under such Purchased Contracts which Purchaser is receiving pursuant to the provisions of this Section 8(g)constitute Assumed Liabilities hereunder.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contributed Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Contributed Asset or in any way adversely affect the rights of Seller or, upon transfer, Purchaser the relevant Business Transferor or Business Transferee thereunder. Seller agrees that it Each Business Transferor and Business Transferee will use its their reasonable best efforts (but without any payment of money, transfer of assets or provision of other services by such parties) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Contributed Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaserthe relevant Business Transferee as such Business Transferee may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the relevant Business Transferor thereunder so that the relevant Business Transferee would not in fact receive all such Contract or other Assetrights, Seller and Purchaser such parties will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to the extent practicable, relevant Business Transferee would obtain the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing, or sub-leasing subleasing to Purchasersuch Business Transferee, or under which Seller shall the relevant Business Transferor would enforce for the benefit of Purchasersuch Business Transferee, with Purchaser such Business Transferee assuming Seller’s such Business Transferor's obligations, any and all claims, rights and benefits of Seller such Business Transferor against a third party thereto. Seller Each Business Transferor will promptly pay to Purchaser the relevant Business Transferee when received all monies received by Seller such Business Transferor under any Contract or other Contributed Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant thereunder, except to the provisions of this Section 8(g).extent the same represents an Excluded Asset. In such event, such

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Asset Contract or any claim or right or any benefit arising thereunder or resulting therefrom Governmental Permit if an attempted assignment or transfer thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, thereof or would be ineffective with respect to any party thereto thereto. As to any such Contract or Governmental Permit so designated in any way adversely affect writing by the rights of Seller orPurchaser, upon transfer, the Sellers and the Purchaser thereunder. Seller agrees that it will use its best commercially reasonable efforts to obtain the necessary consents prior to the assignment of each Seller Contract Closing or other Seller Asset which by its terms requires as promptly as practicable after the Closing the consent of the other parties to such Contract or Governmental Permit or, alternatively, written confirmation from such parties reasonably satisfactory to the Purchaser that such consent is not required, it being understood that (i) neither the Sellers, the Purchaser nor any of their respective Affiliates shall be required to pay money to any third party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party and (ii) to the other contracting parties thereto to an assignment thereof to extent the foregoing shall require any action by AMI or Grass that would, or would continue to, affect the Business after the Closing, such action shall require the prior written consent of the Purchaser. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that the Purchaser would not in fact receive all such Contract or other Assetrights, the Purchaser and the applicable Seller and Purchaser will shall cooperate in an a mutually agreeable arrangement reasonably satisfactory pursuant to which the Purchaser and Seller under which Purchaser shall obtain, to would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing subcontracting or sub-leasing sublicensing to the Purchaser, or under pursuant to which such Seller shall would enforce for the benefit of the Purchaser, with the Purchaser assuming such Seller’s obligations, obligations and any and all claims, rights and benefits of such Seller against a third party thereto. Such Seller will shall promptly pay to the Purchaser when received all monies received by such Seller under with respect to any Assumed Contract or other Asset any claim or right or any claim, right or benefit arising thereunder not transferred relating to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed period on or after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)Closing Date.

Assignment of Contracts and Rights. Anything (a) Notwithstanding anything in this Agreement that may be deemed to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Asset Shared Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Shared Contract or in any way adversely affect the rights of Seller orSeller, upon transfer, Purchaser thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract any Company or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchasertheir respective Affiliates thereunder. If such consent is not obtained with respect to any such Contract or other Assetobtained, Seller and Purchaser will Buyer will, until the first anniversary of the Closing Date, cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. In connection with any Shared Contract that is (i) assigned, in whole or in part, to Buyer, any Company or any of their respective Subsidiaries, or (ii) sub-contracted, sub-licensed or sub-leased or under which Seller will promptly pay or any of its Affiliates otherwise passes along any benefits thereunder, in each case whether in whole or in part, to Purchaser when received Buyer, any Company or any of their respective Subsidiaries, Buyer hereby agrees to perform, and to cause to be performed, all monies received of its or such Company’s or Subsidiary’s (as applicable) obligations thereunder and shall (A) promptly, but in any event within 30 days of being invoiced therefor, reimburse Seller for all out-of-pocket expenses incurred by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at of its sole expense all of the obligations of Seller to be performed after the Acquisition Date Affiliates under any such Shared Contract or other Asset the benefits of which Purchaser is receiving pursuant and (B) hereby indemnify Seller and its Affiliates, and otherwise hold them harmless from, any failure to the provisions of this Section 8(g)perform any such obligations.

Assignment of Contracts and Rights. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Asset claim, contract, license, real property lease, personal property lease, commitment, sales order or purchase order or any claim or claim, right or any benefit arising thereunder or resulting therefrom (including, without limitation, the Joint Venture Agreement and the Joint Venture Shares) if an attempted assignment thereofthe agreement to assign or attempt to assign, without the consent of a third party theretoparty, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Seller or, upon transfer, Purchaser thereunderthereunder (the "Nonassignable Assets"). Seller agrees that it will use its commercially reasonable best efforts in cooperation with Purchaser to obtain the necessary consents to the assignment of each Seller Contract or the Nonassignable Assets from all such third parties prior to the Closing Date and, following the Closing Date, will cooperate with Purchaser and take all such other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto action as Purchaser may reasonably request to an assignment thereof obtain consents to Purchaserassignment. If Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or Purchaser thereunder so that Purchaser would not obtained in fact receive all such rights, Purchaser or Seller will cooperate with respect each other in any arrangement designed to provide for Purchaser the benefits of any such Contract claim, contract, license, lease, commitment, sales order or other Assetpurchase order. To the extent reasonably requested by Purchaser, following the execution of this Agreement and prior to Closing, Seller agrees to assist Purchaser in arranging meetings with customers of Division, conducting joint sales calls both at the customer's offices and by telephone, and to take all other action reasonably requested by Purchaser will cooperate in an arrangement reasonably satisfactory order to provide a transition of the customer relationships and contracts from Seller to Purchaser on and Seller under which Purchaser shall obtainafter the Closing Date. Such arrangements, to the extent practicable, the claims, rights and benefits and assume the corresponding provided in Section 1.3 in respect of liabilities or obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing arising or sub-leasing to Purchaser, or under which Seller shall enforce for the benefit of Purchaser, with Purchaser assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date Closing Date, shall be subject to Purchaser's obligation to undertake and perform Seller's obligations under any such Contract the Nonassignable Assets, arising or other Asset to be performed after the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)Closing Date.

Assignment of Contracts and Rights. Anything (a) Notwithstanding anything in this Agreement that may be deemed to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Asset Shared Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Shared Contract or in any way adversely affect the rights of Seller orSeller, upon transfer, Purchaser thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract any Company or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchasertheir respective Affiliates thereunder. If such consent is not obtained with respect to any such Contract or other Assetobtained, Seller and Purchaser will Buyer will, until the first anniversary of the Closing Date, cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto, and during such period, Seller shall not amend, modify or waive any Shared Contract in any manner that would, by its terms, have a materially and disproportionately adverse impact on the Companies relative to the impact on Seller and its Affiliates (other than the Companies) without obtaining the prior written consent of Buyer. Seller will promptly pay In connection with any Shared Contract that is (x) assigned, in whole or in part, to Purchaser when received all monies received by Seller under Buyer, any Contract or other Asset Company or any claimof their respective Subsidiaries, right or benefit arising thereunder not transferred (y) sub-contracted, sub-licensed or sub-leased or under which Seller or any of its Affiliates otherwise passes along any benefits thereunder, in each case whether in whole or in part, to Purchaser pursuant to this Section 8(j). Purchaser Buyer, any Company or any of their respective Subsidiaries, (i) Buyer hereby agrees to perform at its sole expense perform, and to cause to be performed, all of the Company’s or Subsidiary’s (as applicable) obligations of thereunder (the “Buyer Shared Contract Obligations”) and Seller hereby agrees to perform, and to cause to be performed after performed, all of its and its Affiliates’ obligations thereunder (the Acquisition Date “Seller Shared Contract Obligations”), (ii) Buyer shall indemnify Seller and its Affiliates, and otherwise hold them harmless from, any Damages arising from its failure to perform any of the Buyer Shared Contract Obligations and (iii) Seller shall indemnify Buyer and its Affiliates, and otherwise hold them harmless from, any Damages arising from any failure to perform any of the Seller Shared Contract Obligations. Any amounts payable under any such a Shared Contract that are not directly attributable to either Seller and its respective Affiliates (other than the Companies), on the one hand, or other Asset the benefits of which Purchaser is receiving pursuant Companies, on the other, will be allocated among them on a fair and equitable basis consistent with the applicable practices prior to the provisions of this Section 8(g)Closing.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Asset Assigned Contract or any claim or claim, right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofand for so long as such assignment, without the approval, consent or waiver of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Assigned Contract or in any way adversely affect the rights of Seller or, upon transfer, thereunder so that Purchaser thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaserwould not in fact receive all such rights. If such approval, consent or waiver is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective under the terms of such Assigned Contract or other Assetwould adversely affect the rights of Seller thereunder so that Purchaser would not in fact receive all such rights, Seller and Purchaser will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which will cooperate, in a mutually agreeable lawful arrangement designed to provide to Purchaser shall obtain, to the extent practicable, the economic claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreementliabilities of use of such Assigned Contract, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which and Seller shall enforce for continue to perform such Contract or comply with the benefit terms thereof upon the direction of, and with all necessary help from, Purchaser; provided, that Purchaser shall bear any incremental economic burden resulting from implementation of Purchaserany such alternative arrangement pursuant to this Section 1.03. To the extent, with and only to the extent, Purchaser assuming Seller’s obligations, any and all is able to receive the economic claims, rights and benefits under any Assigned Contract, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such Assigned Contract. Following the Closing, the parties hereto shall have a continuing obligation to cooperate with each other and to obtain promptly all such approvals, consents or waivers; provided, that neither Seller nor any of Seller against a its Affiliates shall be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party theretoto obtain such approvals, consents, or waivers. Upon obtaining the requisite approval, consent or waiver, Seller will shall promptly pay convey, transfer, assign and deliver, or cause to Purchaser when received all monies received by Seller under any Contract or other Asset or any be conveyed, transferred, assigned and delivered, such Assigned Contract, claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)hereunder.

Assignment of Contracts and Rights. Anything Notwithstanding, anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will and Foster agree to use its their commercially reasonable best efforts (xxx xithout any payment of money by Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may reasonably request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall or Foster would enforce for the benefit of PurchaserBuyer, with Purchaser assuming Seller’s Buyer assumxxx Xxller's obligations, any and all claims, rights and benefits of Seller or Foster against a third party thereto. Seller or Foster will promptly proxxxxx pay to Purchaser Buyer when received all monies received by recexxxx xy Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, except to Purchaser pursuant the extent the same represents an Excluded Asset. In such event, Seller, Foster and Buyer shall, to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset extent the benefits of which Purchaser is receiving pursuant therefrom anx xxxxgations thereunder have not been provided by alternate arrangements satisfactory to Buyer, Seller and Foster, negotiate in good faith an adjustment in the provisions of this Section 8(g)consideratxxx xxid by Buyer for the Purchased Assets.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it and Buyer will use its best their commercially reasonable efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, except to Purchaser pursuant the extent the same represents an Excluded Asset. In such event, Seller and Buyer shall, to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset extent the benefits of which Purchaser is receiving pursuant therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer and Seller, negotiate in good faith an adjustment in the provisions of this Section 8(g)consideration paid by Buyer for the Purchased Assets.

Assignment of Contracts and Rights. Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign any Asset assumed Contract or any claim Claim or right or with respect to any benefit arising thereunder or resulting therefrom therefrom, if an attempted transfer, sublease or assignment thereof, without the required consent of a third any other party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of the Buyer or the Seller or, upon transfer, Purchaser thereunder. The Seller agrees that it will Members and the Seller shall use its their respective best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of such third party to the other contracting parties thereto to an transfer, sublease or assignment thereof to Purchaserthe Buyer in cases in which such consent is required for such transfer, sublease or assignment. If any such consent is not obtained obtained, the Seller Members and the Seller shall use their respective best efforts to cooperate with respect the Buyer in reasonable and lawful arrangements designed to provide for the Buyer the benefits thereunder, including (a) adherence to reasonable procedures established by the Buyer for the immediate transfer to the Buyer of any such Contract payments or other Asset, funds received by the Seller thereunder and Purchaser will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall enforce (b) enforcement for the benefit of Purchaser, with Purchaser assuming Seller’s obligations, the Buyer of any and all claims, rights and benefits of the Seller thereunder against a third the other party theretoor parties thereto arising out of the breach or cancellation thereof by such other party or parties or otherwise. Seller will promptly pay to Purchaser when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to Nothing contained in this Section 8(j). Purchaser agrees 2.7 shall be construed to perform at its sole expense all negate or diminish, as between the Seller Members, the Seller and the Buyer, the covenants and obligations of the obligations of Seller Members and the Seller to be performed after transfer and deliver the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant Purchased Assets to the provisions of Buyer as provided in this Section 8(g)Agreement.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of a third party, would constitute a breach of any Business Contract or Business IP Contract or in any way adversely affect the rights of Buyer, Seller or any of their respective Affiliates thereunder. Seller will use its reasonable best efforts to obtain the consent of the other parties to any such Business Contract or Business IP Contract or any other Person in connection with the transfer of any other Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer. If, on the Closing Date, any such consent is not obtained, or resulting therefrom if an attempted transfer or assignment thereofthereof would be ineffective, without the consent a violation of a third party theretoApplicable Law or, in Buyer’s reasonable determination, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of Seller or, upon transfer, Purchaser thereunder. Seller agrees Buyer (as assignee of Seller) thereto or thereunder so that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If Buyer would not in fact receive all such consent is not obtained with respect to any such Contract or other Assetrights, Seller and Purchaser will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller agreed upon by the parties under which Purchaser shall obtainBuyer or its designated Affiliate would, to in compliance with Applicable Law, obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance and bear the economic burdens associated with this Agreementthe Purchased Asset, claim, right or benefit, including by subcontracting, sub-licensing sublicensing or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall enforce would enforce, for the benefit of PurchaserBuyer, with Purchaser assuming Seller’s obligationsand at the expense of Buyer, any and all claims, of its rights and benefits of Seller against a third party thereto. thereto (including any Governmental Authority) associated with such Purchased Asset, claim, right or benefit (collectively, “Third Party Rights”), and Seller will would promptly pay to Purchaser Buyer when received all monies received by Seller it under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j)thereunder. Purchaser agrees to perform at its sole expense all of Upon obtaining the obligations of Seller to be performed after the Acquisition Date under any requisite third-party consent thereto, such Business Contract, Business IP Contract or other Asset right, if otherwise includable in the benefits of which Purchaser is receiving pursuant Purchased Assets or the transactions contemplated hereby, shall promptly be transferred and assigned to the Buyer or its designee hereunder for no additional consideration. The provisions of this Section 8(g)2.06 shall in no way (i) limit any obligation of Seller pursuant to this Agreement to seek such consents prior to the Closing, (ii) excuse Seller from responsibility for any breach of any of its representations and warranties or covenants hereunder or (iii) impose upon Seller any obligation to incur out-of-pocket expenses in connection with obtaining consents unless Buyer agrees to advance such expenses to Seller.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer, Parent or Seller or, upon transfer, Purchaser thereunder. Parent, Seller agrees that it and Buyer will use its best their commercially reasonable efforts (but without any payment of money by Parent, Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset (other than customer contracts) or claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Parent, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory in order for Seller or Parent to Purchaser and Seller under which Purchaser shall obtain, to provide Buyer with the extent practicable, the claims, rights and same benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Parent or Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming either Parent's or Seller’s 's obligations, any and all claims, rights and benefits of Parent or Seller against a third party thereto. Seller Parent or Seller, as the case may be, will promptly pay to Purchaser Buyer when received all monies received by Parent or Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, except to Purchaser pursuant the extent the same represents an Excluded Asset. Notwithstanding anything herein to this Section 8(j). Purchaser agrees to perform at its sole expense all the contrary, Buyer, Parent and Seller agree that neither Parent nor Seller shall be liable for the return of the obligations any deposit, prepayment or refund of Seller to be performed after the Acquisition Date any prepaid amounts under any customer contract set forth Schedule 2.01(A) in the event any customer shall seek to terminate such Contract contract set forth Schedule 2.01(A) or other Asset the benefits otherwise request or demand a refund of which Purchaser is receiving pursuant to the provisions all or part of this Section 8(g)any such prepaid amounts.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Purchased Asset or in any way adversely affect the rights of the Buyer, or the Seller or, upon transfer, Purchaser thereunderor any Member thereunder so that the Buyer would not in fact receive all such rights. The Seller agrees that it will use its best commercially reasonable efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaserthe Buyer as the Buyer may request. If such consent is not obtained with respect to obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Seller or any Member thereunder so that the Buyer would not in fact receive all such Contract rights, the Seller or other Asset, Seller such Member(s) and Purchaser the Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to the extent practicable, Buyer would obtain the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing to Purchaserthe Buyer, or under which the Seller shall or such Member would enforce for the benefit of Purchaserthe Buyer, with Purchaser the Buyer assuming the Seller’s or such Member’s obligations, any and all claims, rights and benefits of the Seller or such Member against a third party thereto. The Seller or such Member will promptly pay to Purchaser the Buyer when received all monies received by the Seller or such Member under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder thereunder, except to the extent the same constitutes an Excluded Asset. The Seller, the Members and the Buyer shall, to the extent the benefits arising under any Purchased Asset have not transferred been provided by alternative arrangements satisfactory to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all the Buyer and the Sellers, negotiate in good faith a downward adjustment in the Estimated Initial Purchase Price commensurate with the monetary value of such benefit as determined upon the mutual agreement of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)Buyer and Sellers.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect thereof to any party thereto or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Each of Seller agrees that it and Buyer will use its their best efforts (but without any payment of money by Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Acquired Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, each of Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Acquired Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder. In such event, Seller, and Buyer shall, to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset extent the benefits of which Purchaser is receiving pursuant therefrom and obligations thereunder have not been provided by alternative arrangements satisfactory to Buyer and Seller, negotiate in good faith an adjustment in the provisions of this Section 8(g)consideration paid by Buyer for the Acquired Assets.

Assignment of Contracts and Rights. Anything in Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign or transfer any Asset Assumed Contract, permit or license or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a any applicable third party thereto(including any Governmental Authority), would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto a violation of Law or would in any way adversely affect the rights of Purchaser (as assignee of Seller) or Seller or(as applicable). Subject to Section 5.04(c), upon transfer, Purchaser thereunder. Seller agrees that it will use its best commercially reasonable efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserPurchaser as Purchaser may request. If If, on the Closing Date, any such consent is not obtained with respect to any obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser (as assignee of Seller) thereto or thereunder so that Purchaser would not in fact receive all such Contract or other Assetrights, Seller and Purchaser will will, subject to Section 5.04(c), cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtainwould, to in compliance with Law, obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sub-licensing sublicensing or sub-leasing subleasing to Purchaser, or under which Seller shall enforce would enforce, for the benefit of Purchaser, with Purchaser assuming Seller’s obligationsand at the expense of Purchaser, any and all claims, of its rights and benefits of Seller against a third party thereto. thereto (including any Governmental Authority) associated with such Purchased Asset, claim, right or benefit (collectively, “Third Party Rights”), and Seller will would promptly pay to Purchaser when received all monies received by Seller them under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)thereunder.

Assignment of Contracts and Rights. Anything in this Agreement or any other Transaction Document to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Purchased Asset or in any way adversely affect the rights of Seller orBuyer or Seller, upon transferor any of their respective Subsidiaries, Purchaser thereunder. Seller agrees that it and Buyer will use its their best efforts (but without any payment of money by Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or any of its Subsidiaries thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller or any of its Subsidiaries under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. In such event, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not transferred been provided by alternate arrangements satisfactory to Purchaser Buyer and Seller, negotiate in good faith an adjustment in the consideration paid by Buyer for the Purchased Assets, to the extent not otherwise adjusted pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g)2.08.

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding (but subject to Section 2.10(b)), this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom Purchased Contract if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Seller or, upon transfer, Purchaser Buyer thereunder. Prior to and after the Closing, Seller agrees that it and its Subsidiaries will use its their reasonable best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Contract for the assignment thereof to PurchaserBuyer as Buyer may reasonably request and Buyer shall provide commercially reasonable cooperation to Seller to obtain such consents. If Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Seller or its Subsidiaries thereunder so that Buyer would not obtained with respect to any in fact receive all rights under such Contract or other AssetPurchased Contract, Seller Seller, its Subsidiaries and Purchaser Buyer will cooperate in an any lawful arrangement reasonably satisfactory to Purchaser and Seller proposed by Buyer under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall enforce would enforce, at Seller’s expense, for the benefit of PurchaserBuyer, with Purchaser assuming Buyer assuming, at Seller’s expense, Seller’s and its Subsidiaries’ obligations, any and all claims, rights and benefits of Seller or any of its Subsidiaries against a third party thereto. Seller will promptly pay to Purchaser Buyer, when received received, all monies received by Seller or its Subsidiaries under any Purchased Contract, and Buyer shall pay, defend, discharge and perform all Assumed Liabilities under such Purchased Contracts. If any Assigned Contract is not assigned by Seller or other Asset or any claim, right or benefit arising thereunder not transferred its Subsidiaries to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all Buyer as a result of the obligations absence of Seller to any required consent (“Restricted Contract”), Buyer shall not be performed after the Acquisition Date under any obligation whatsoever to assume any Assumed Liabilities arising under such Contract or other Asset Restricted Contract, except as set forth in the benefits of which Purchaser is receiving pursuant to the provisions third sentence of this Section 8(g)2.10.

Assignment of Contracts and Rights. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom Purchased Contract if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will shall for a period of one (1) year following the Closing Date use its best commercially reasonable efforts (but without the requirement of any payment of money or the provision of any other consideration by Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Contract for the assignment thereof to PurchaserBuyer as Buyer may reasonably request. If Unless and until such consent is obtained prior to the expiration of the one (1) year period, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Parties thereunder so that Buyer would not obtained with respect to any in fact receive all rights under such Contract or other AssetPurchased Contract, Seller and Purchaser will shall cooperate with Buyer in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer or a Buyer Affiliate would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer or a Buyer Affiliate, or under which Seller shall enforce would enforce, at Buyer’s expense, for the benefit of PurchaserBuyer, with Purchaser Buyer assuming at Buyer’s expense Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will shall promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Asset or any claimPurchased Contract, right or benefit arising thereunder not transferred to Purchaser pursuant to this and Buyer shall pay, defend, discharge and perform all Liabilities under such Purchased Contracts as required under Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g1.4(a).

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or novate any Asset Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or novation thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Seller orBuyer or Sellers thereunder, upon transferexcept to the extent such consent(s) have been obtained. With respect to any Government Contract or any claim, Purchaser thereunder. Seller agrees that it right or benefit arising thereunder or resulting therefrom, Buyer and Sellers each will use its best efforts all reasonable efforts, both before and after Closing, to obtain the necessary consents consent (including, without limitation, by way of novation) of the other parties to any such Contract for the assignment or novation thereof to Buyer with the release of Sellers (PROVIDED, HOWEVER, that the release of Sellers shall not be made a condition to obtaining such consent). With respect to any other Contract or any claim, right or benefit arising thereunder or resulting therefrom, to the assignment of each Seller Contract or other Seller Asset which extent requested by its terms requires Buyer, Buyer and Sellers will use their respective reasonable best efforts, both before and after Closing, to obtain the consent of any of the other contracting parties thereto to an any such Contract for the assignment or novation thereof to PurchaserBuyer with the release of Sellers (PROVIDED, HOWEVER, that the release of Sellers shall not be made a condition to obtaining such consent). If any such consent is not obtained with respect to obtained, or if an attempted assignment or novation of any such Contract would be ineffective or other Assetwould materially adversely affect the rights of Sellers thereunder so that Buyer would not in fact receive all such rights, Seller Sellers and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain substantially the extent practicable, the claims, rights and same economic benefits that would be obtained under an assignment or novation thereof and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing licensing, or sub-leasing subleasing to PurchaserBuyer, or under which Seller shall Sellers would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s Sellers' obligations, any and all claims, rights and benefits of Seller Sellers against a third party thereto. Seller Sellers will promptly pay to Purchaser Buyer when received all monies received by any Seller or its Affiliates under any Contract or other Asset any claim or right or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j)7.2, except to the extent the same represents a Non-Assigned Contract. Purchaser agrees Buyer's obligations in respect of such unassigned contracts shall be commensurate with the benefits thereof made available to perform at its sole expense all of the obligations of Seller Buyer pursuant to be performed any arrangement referred to herein, and shall comprise Assumed Liabilities. Any contract as to which consent is obtained after the Acquisition Closing Date under shall thereafter comprise an Assigned Contract. The reasonable efforts required hereby shall not include any such Contract requirement to institute suit, to offer or other Asset the benefits of which Purchaser is receiving pursuant grant financial accommodations or to assume additional Liabilities, except to the provisions of this Section 8(g)extent funded by Buyer.

Assignment of Contracts and Rights. Anything Notwithstanding anything in this Agreement or any other Transaction Document to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign assignment of any Asset Assumed Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto thereof or in any way adversely affect the rights of Seller or, upon transfer, Purchaser thereunderthat are sought to be assigned or transferred to Newco pursuant to this Agreement. Seller agrees that it will Credence shall use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an appropriate persons for the assignment thereof to PurchaserNewco as Newco may request. If such consent is not obtained with respect obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Newco thereunder if there was an assignment, so that Newco would not receive all of the rights that should be transferred or assigned to any such Contract or other AssetNewco based on this Agreement, Seller then Credence and Purchaser will Newco shall cooperate in an a mutually agreeable arrangement reasonably satisfactory until such Assumed Contract has expired or the consent of the other party or parties thereto to Purchaser and Seller the assignment of such Assumed Contract to Newco has been obtained under which Purchaser shall obtain, to Newco would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, Agreement (including subcontracting, sub-licensing sublicensing or sub-leasing to Purchaser, or subleasing arrangements under which Seller shall Credence would enforce for the benefit of PurchaserNewco, with Purchaser Newco assuming SellerCredence’s obligations, any and all claims, rights and benefits of Seller Credence against a third party person thereto). Seller will Credence shall promptly pay to Purchaser Newco, when received received, all monies received by Seller under Credence in respect of any such Assumed Contract or other Asset any claim or right or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant thereunder, except to the provisions of this Section 8(g)extent the same represents an Excluded Asset.

Assignment of Contracts and Rights. (a) Anything in this Agreement contained herein to the contrary notwithstanding, this Agreement shall will not constitute an assignment, an attempted assignment or an agreement to assign any Asset Assumed Contract or any claim or right or any benefit arising thereunder or resulting therefrom Permit that is intended to be a Transferred Asset, if an assignment or attempted assignment thereof, of the same without the consent of a third any other party thereto, or parties thereto would constitute a breach thereof or other contravention thereofviolation of any Applicable Law or (A) result in any increase in any payment or change in any term, be ineffective with respect (B) give rise to any party thereto right of amendment, termination, cancellation or acceleration of any right or obligation or to a loss of benefit or (C) grant any repayment or repurchase rights to any Person, which, in any way adversely affect the rights case of (A), (B) or (C) above, is adverse to Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use Buyer or any of its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires Affiliates, and the consent of any of such party or parties shall not have been obtained on or prior to the other contracting parties thereto to an assignment thereof to PurchaserClosing. If any such consent is not obtained on or prior to the Closing and as a result thereof Buyer shall be prevented from receiving the rights and benefits with respect to the Transferred Assets intended to be transferred hereunder, then (1) Seller will use its commercially reasonable efforts to (x) cause the full benefits of any such Assumed Contract or Permit to be provided to Buyer, (y) subject to Buyer’s performance pursuant to clause (2) below, hold in trust for, and pay promptly or cause to be paid promptly to, Buyer when received all monies and other Assetproperties received by Seller or any of its Subsidiaries under any such Assumed Contract, Seller and Purchaser will cooperate in an arrangement reasonably satisfactory to Purchaser (z) enforce at the request of and Seller under which Purchaser shall obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall enforce for the benefit of PurchaserBuyer, with Purchaser assuming Sellerand at Buyer’s obligationsexpense, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit of its Subsidiaries arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Assumed Contract or other Asset Permit; and (2) in consideration of Seller providing or causing to be provided to Buyer the full benefits thereof, Buyer will use its commercially reasonable efforts to perform and discharge on behalf of which Purchaser is receiving pursuant Seller, all of Seller’s Liabilities thereunder that are Assumed Liabilities in accordance with the provisions thereof. Subject to Section 5.06, Buyer agrees that Seller shall not have any liability to Buyer arising out of or relating to the provisions failure to obtain any such consent that may be required in connection with the transactions contemplated by this Agreement or because of this any circumstances resulting therefrom. Buyer further agrees that no representation, warranty or covenant of Seller herein shall be breached or deemed breached and, except as provided in Section 8(g6.01(g), no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or any circumstances resulting therefrom or (ii) any suit, action, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any circumstances resulting therefrom.

Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereofsuch assignment, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto of such Purchased Asset or in any way adversely affect the rights of Buyer or Seller or, upon transfer, Purchaser thereunder. Seller agrees that it and Buyer will use its their best efforts (but without any payment of money by Seller or Buyer) to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to PurchaserBuyer as Buyer may request. If such consent is not obtained with respect to any obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such Contract or other Assetrights, Seller and Purchaser Buyer will cooperate in an a mutually agreeable arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to Buyer would obtain the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontractingsub-contracting, sub-licensing licensing, or sub-leasing to PurchaserBuyer, or under which Seller shall would enforce for the benefit of PurchaserBuyer, with Purchaser Buyer assuming Seller’s 's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser Buyer when received all monies received by Seller under any Contract or other Purchased Asset or any claim, claim or right or any benefit arising thereunder not transferred thereunder, except to Purchaser pursuant the extent the same represents an Excluded Asset. In such event, Seller and Buyer shall, to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset extent the benefits of which Purchaser is receiving pursuant therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer and Seller, negotiate in good faith an adjustment in the provisions of this Section 8(g)consideration paid by Buyer for the Purchased Assets.