Common use of Assignment of Contracts Clause in Contracts

Assignment of Contracts. The Seller shall use its reasonable efforts to provide any required notice to any third party and obtain any third party consent, authorization or waiver which is required to effect the valid assignment of the Contracts to the Buyer, including those listed on Schedule 9(f). In the event that prior notice to or consent or authorization from a third party is required to effect the assignment of a Contract, and such notice is not given or such consent or authorization is not obtained prior to the Closing, the Seller shall give any necessary notices to any third party and shall use its best efforts in consultation with the Buyer to obtain any required third party consent or authorization subsequent to the Closing. The Buyer shall, if requested by the Seller, take such steps reasonably requested by the Seller to assist in obtaining the required consents and authorizations. To the extent that any Contract to be assigned to Buyer pursuant to this Agreement is not capable of being assigned without the consent, approval or waiver of a third person or entity, this Agreement shall not constitute a sale, assignment, transfer, or setover or an attempted sale, assignment, transfer or setover thereof. In those cases where a required consent to the transfer and assignment to Buyer of any particular Contract has not been obtained prior to the Closing Date, then subject to the terms and conditions of this Agreement, the Seller and PDI, as applicable, shall use commercially reasonable efforts to provide the Buyer with the benefits and burdens of such Contract (including, without limitation, permitting the Buyer to enforce any rights of the Seller or PDI, as applicable, arising under such Contract and agreeing to pay over to Buyer any amounts received by the Seller on account of services provided by Buyer), and the Buyer shall, to the extent the Buyer is provided with the benefits of such Contract, perform and in due course pay and discharge all debts, obligations and liabilities of the Seller or PDI, as applicable, under such Contract, and where necessary or appropriate, the Buyer shall be deemed to be the agent of the Seller or PDI, as applicable, for the purpose of completing, fulfilling and discharging all of the Seller or PDI's rights and liabilities arising after the Closing Date under such Contract.

Assignment of Contracts. The Seller Nothing in this Agreement shall be construed as an attempt to assign any Assumed Contract which, as a matter of law, is not assignable without the consent of the other party or parties thereto, unless such consent shall have been given, or any claim or demand thereunder as to which all the remedies for the enforcement thereof enjoyed by the Vendor would not, as a matter of law, pass to the Purchaser as an incident of the transfers to be made under this Agreement. Notwithstanding the foregoing, in order that the full value of any Assumed Contract may be realized for the benefit of the Purchaser, the Vendor will, at the request and expense and under the direction of the Purchaser in the name of the Vendor or otherwise as the Purchaser shall specify, take all such action and do or cause to be done all such things as shall, in the opinion of the Purchaser, acting reasonably, be necessary or proper in order that the obligations of the Vendor thereunder may be performed in such manner that the value of the rights under the Assumed Contract shall be preserved and shall enure to the benefit of the Purchaser and that the collection of monies due and payable to the Purchaser in and under the Assumed Contract shall be received by the Purchaser and promptly pay over to the Purchaser all monies collected by or paid to the Vendor in respect of the Assumed Contract. Subject to the foregoing, the Vendor and the Purchaser shall use its all reasonable efforts to provide obtain all consents of all requisite parties to the assignment by the Vendor to the Purchaser of any required notice Assumed Contract which is necessary. The Vendor and the Purchaser will cooperate with one another in obtaining such consents but, in the event any party to any third party and obtain any third party consent, authorization Assumed Contract will not agree or waiver which is required to effect the valid assignment of the Contracts to the Buyer, including those listed on Schedule 9(f). In the event that prior notice to or consent or authorization from a third party is required to effect the assignment of a Contract, and such notice is not given or such consent or authorization is not obtained prior to the Closing, the Seller shall give any necessary notices to any third party and shall use its best efforts in consultation with the Buyer to obtain any required third party consent or authorization subsequent to the Closing. The Buyer shall, if requested by the Seller, take such steps reasonably requested by the Seller to assist in obtaining the required consents and authorizations. To the extent that any Contract to be assigned to Buyer pursuant to this Agreement is not capable of being assigned without the consent, approval or waiver of a third person or entity, this Agreement shall not constitute a sale, assignment, transfer, or setover or an attempted sale, assignment, transfer or setover thereof. In those cases where a required consent to the transfer and assignment to Buyer of any particular Contract has not been obtained prior thereof from the Vendor to the Closing DatePurchaser, then subject to the Vendor, at the request of the Purchaser, will carry out and comply with the terms and conditions provisions of this Agreement, the Seller and PDI, as applicable, shall use commercially reasonable efforts to provide the Buyer with the benefits and burdens any of such Assumed Contract (including, without limitation, permitting the Buyer to enforce any rights of the Seller or PDI, as applicable, arising under such Contract and agreeing to pay over to Buyer any amounts received by the Seller on account of services provided by Buyer), and the Buyer shall, to the extent the Buyer is provided with the benefits of such Contract, perform and in due course pay and discharge all debts, obligations and liabilities of the Seller or PDI, as applicable, under such Contract, and where necessary or appropriate, the Buyer shall be deemed to be the agent of the Seller or PDI, as applicable, for the purpose of completing, fulfilling Purchaser at the Purchaser's cost and discharging all of for the Seller or PDIPurchaser's rights and liabilities arising after the Closing Date under such Contractbenefit.

Assignment of Contracts. The Seller shall use its reasonable efforts to provide Notwithstanding any required notice to any third party and obtain any third party consent, authorization or waiver which is required to effect the valid assignment of the Contracts to the Buyer, including those listed on Schedule 9(f). In the event that prior notice to or consent or authorization from a third party is required to effect the assignment of a Contract, and such notice is not given or such consent or authorization is not obtained prior to the Closing, the Seller shall give any necessary notices to any third party and shall use its best efforts in consultation with the Buyer to obtain any required third party consent or authorization subsequent to the Closing. The Buyer shall, if requested by the Seller, take such steps reasonably requested by the Seller to assist in obtaining the required consents and authorizations. To the extent that any Contract to be assigned to Buyer pursuant to this Agreement is not capable of being assigned without the consent, approval or waiver of a third person or entity, this Agreement shall not constitute a sale, assignment, transfer, or setover or an attempted sale, assignment, transfer or setover thereof. In those cases where a required consent to the transfer and assignment to Buyer of any particular Contract has not been obtained prior to the Closing Date, then subject to the terms and conditions other provision of this Agreement, neither this Agreement nor any document entered into in connection with this Agreement or the Seller and PDItransactions contemplated hereby shall be construed as an attempt to assign (i) any contract which, as applicablea matter of law or by its terms, is non-assignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts may be realized for the benefit of Purchaser, Seller, at its expense and at the request and under the direction of Purchaser, shall use commercially reasonable efforts take all such action and do or cause to provide be done all such things as will, in the Buyer with opinion of Purchaser, be necessary or proper in order that the benefits and burdens obligations of Seller under such contracts may be performed in such manner that the value of such Contract (includingcontract will be preserved and will inure to the benefit of Purchaser, without limitationand for, permitting and to facilitate, the Buyer to enforce any rights collection of the monies due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closing. Seller or PDI, as applicable, arising under such Contract and agreeing to shall promptly pay over to Buyer any amounts received Purchaser all monies collected by the Seller on account or paid to it in respect of services provided by Buyer)every such contract, and the Buyer shall, claim or demand to the extent the Buyer is provided with the benefits of such Contract, perform and in due course pay and discharge all debts, obligations and liabilities of the Seller monies are earned or PDI, as applicable, under such Contract, and where necessary accrued by Purchaser on or appropriate, the Buyer shall be deemed to be the agent of the Seller or PDI, as applicable, for the purpose of completing, fulfilling and discharging all of the Seller or PDI's rights and liabilities arising after the Closing Date under Date. Nothing in this Section 15 shall relieve Seller, Shareholder or Telos of their obligation to obtain, as soon as is practicable, any and all consents required for the transfer of the Assets and all rights thereunder to Purchaser, or shall relieve Seller, Shareholder or Telos from any liability to Purchaser for failure to obtain such Contractconsents.

Assignment of Contracts. The Seller Sellers and Buyer shall use its commercially reasonable efforts to provide any required notice to any third party and obtain any third party consent, authorization or waiver which is required to effect the valid assignment for a period of the Contracts to the Buyer, including those listed on Schedule 9(f). In the event that prior notice to or consent or authorization from a third party is required to effect the assignment of a Contract, and such notice is not given or such consent or authorization is not obtained prior to ninety (90) days following the Closing, the Seller shall give any necessary notices to any third party and shall use its best efforts in consultation cooperate with the Buyer each other, to obtain any required third party consent consent, waiver or authorization subsequent approval of the other parties to any Assigned Contracts or any Claim or right or any benefit arising thereunder for the assignment thereof as Buyer may request (in each case, at Buyer’s cost). Such consents, waivers and approvals shall be in a form reasonably acceptable to Buyer and Arcadia. Notwithstanding anything to the Closingcontrary in this Agreement, no Party shall be required to pay any monies to obtain such consents. The Buyer shall, if requested by the Seller, take such steps reasonably requested by the Seller to assist in obtaining the required consents and authorizations. To the extent that Notwithstanding any Contract to be assigned to Buyer pursuant to other provision of this Agreement is not capable of being assigned without to the consent, approval or waiver of a third person or entitycontrary, this Agreement shall not constitute a sale, assignment, transfer, an agreement to assign or setover transfer any rights under the Assigned Contracts or any Claim or right or any benefit arising or resulting from the Assigned Contracts if an attempted saleassignment or transfer thereof, assignmentwithout the consent or authorization of a third party thereto, would constitute a breach or other contravention thereof or a violation of Law. If an attempted transfer or setover thereof. In those cases where a required consent to the transfer and assignment to Buyer of any particular Contract has not been obtained prior to the Closing Date, then subject thereof would be ineffective pursuant to the terms and conditions of this Agreementthe applicable Assigned Contract or a violation of Law or its designee (as assignee of the Sellers) thereto or thereunder so that such assignee would not in fact receive all such rights, the Seller Sellers and PDI, as applicable, Buyer (or its designee) shall use commercially reasonable efforts to provide enter into any arrangement reasonably requested by the other (provided Buyer shall reimburse Sellers for all reasonable and documented out-of-pocket expenses incurred by Sellers arising from the actions taken by Sellers at Buyer’s request pursuant to this Section 1.10) under which (i) Buyer or its designee would, in compliance with Law, receive the rights and benefits and assume the obligations and bear the economic burdens associated with such Assigned Contracts, and (ii) the Sellers would enforce for the benefit of Buyer or its designee any and all of its rights against a third party associated with such Contract (includingAssigned Contracts, without limitation, permitting and the Buyer to enforce any rights of the Seller or PDI, as applicable, arising under such Contract and agreeing to Sellers would promptly pay over to Buyer any amounts or its designee when received all monies received by the Seller on account of services provided by Buyer), and the Buyer shall, to the extent the Buyer is provided with the benefits of such Contract, perform and in due course pay and discharge all debts, obligations and liabilities of the Seller or PDI, as applicable, Sellers under such Contract, and where necessary or appropriate, the Buyer any Assigned Contracts. The Sellers’ obligation under this Section 1.10 shall be deemed to be the agent of the Seller or PDI, as applicable, for the purpose of completing, fulfilling and discharging all of the Seller or PDI's rights and liabilities arising terminate ninety (90) days after the Closing Date under such Contract.Date. 1.11 Limited Licenses. [***]

Assignment of Contracts. The Seller shall use its reasonable efforts to provide any required notice to any third party and obtain any third party consent, authorization or waiver which is required to effect the valid assignment of the Contracts Anything in this Agreement to the Buyer, including those listed on Schedule 9(f). In the event that prior notice to or consent or authorization from a third party is required to effect the assignment of a Contract, and such notice is not given or such consent or authorization is not obtained prior to the Closing, the Seller shall give any necessary notices to any third party and shall use its best efforts in consultation with the Buyer to obtain any required third party consent or authorization subsequent to the Closing. The Buyer shall, if requested by the Seller, take such steps reasonably requested by the Seller to assist in obtaining the required consents and authorizations. To the extent that any Contract to be assigned to Buyer pursuant to this Agreement is not capable of being assigned without the consent, approval or waiver of a third person or entitycontrary notwithstanding, this Agreement shall not constitute a salean agreement to assign any rights or delegate any obligations under any contract, assignmentlicense, transferlease or other agreement, without obtaining any consents or setover providing any notification required under such contract, license, lease or an attempted sale, assignment, transfer or setover thereofagreement. In those cases where a required consent With respect to the transfer and assignment Assigned Contracts, the parties shall use their commercially reasonable efforts to Buyer of obtain such consents on or prior to the Closing. If any particular Contract such consent has not been obtained prior to as of the Closing Date, then subject the parties shall continue to the terms and conditions of this Agreement, the Seller and PDI, as applicable, shall use their commercially reasonable efforts to provide obtain such consent after the Buyer Closing. Pending the receipt of any such consents, the Seller Parties shall cooperate with the Purchaser in any commercially reasonable arrangement designed to provide for the Purchaser all of the benefits under all of the Assigned Contracts, and burdens for the Purchaser to discharge the corresponding obligations. At the Purchaser’s request and expense, the Seller Parties shall take all commercially reasonable best efforts requested by the Purchaser to enforce, for the benefit of such Contract (includingthe Purchaser, without limitation, permitting the Buyer to enforce any and all rights of the Seller Parties under any Assigned Contract. The Seller Parties agree to remit promptly, and to cause their Affiliates to remit promptly (but in no event later than three (3) Business Days after receipt), to the Purchaser all collections or PDIpayments received by them or their Affiliates in respect of all Assigned Contracts following the Closing Date, and shall hold all such collections or payments for the benefit of and in trust and as applicablea fiduciary for and promptly pay the same over to, arising under such Contract and agreeing the Purchaser; provided however, that nothing herein shall create or provide any rights or benefits in or to third parties. In the event the Purchaser fails timely to pay over any amount due, or discharge any other obligation, under any contract referred to Buyer in this section prior to obtaining the consent with respect thereto, the Seller Parties may, with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld), but shall not be required to, pay such amount or discharge such obligation, and the Purchaser shall indemnify and hold harmless the Seller Parties from and against any amounts received costs, expenses, liabilities or damages incurred by the Seller on account of services provided by Buyer)Parties in so doing, and the Buyer shall, but only to the extent that the Buyer is provided Seller Parties shall have complied with its obligations under this Section 2.4 to obtain the prior enter into arrangements providing to the Purchaser any benefits associated with the benefits of contract for which such Contract, perform and in due course pay and payment or discharge all debts, obligations and liabilities of the Seller or PDI, as applicable, under such Contract, and where necessary or appropriate, the Buyer shall be deemed to be the agent of the Seller or PDI, as applicable, for the purpose of completing, fulfilling and discharging all of the Seller or PDI's rights and liabilities arising after the Closing Date under such Contractis made.

Assignment of Contracts. The (a) At or prior to the Closing Date, the Seller shall shall, at its sole cost and expense, (i) (unless waived or modified by the FTC with respect to any Acquired Contract or Lease) obtain the Required Consents, which are listed on Schedule 1.03(a)(i) hereto, and (ii) use its commercially reasonable efforts to provide obtain all necessary consents, approvals and authorizations to the assignment or transfer to the Purchaser of all of the Acquired Contracts that are not Required Consents (the “Non-Required Consents”), which are listed on Schedule 1.03(a)(ii) hereto. The Purchaser shall reasonably cooperate with the Seller in obtaining the Required Consents and Non-Required Consents (it being understood that the Purchaser shall not be required to spend money, commence any required notice litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party in connection with cooperating to obtain the Required Consents and obtain any third party consent, authorization or waiver which is required to effect the valid assignment of the Contracts to the Buyer, including those listed on Schedule 9(fNon-Required Consents). In To the event extent that prior notice to or consent or authorization from a third party is required to effect the assignment of a Contract, and such notice is not given or such consent or authorization any Required Consent is not obtained by the Seller at or prior to the Closing (in compliance with a waiver or modification by the FTC consistent with Section 1.03(a)(i)), the Seller shall, at its sole cost and expense, obtain (and shall be responsible for the payment of any necessary costs and expenses which may be necessary to satisfy this covenant) each such Required Consent as soon as practicable after the Closing Date, but in any event, not later than the first anniversary of the Closing Date. To the extent that any Non-Required Consent is not obtained by the Seller at or prior to the Closing, the Seller shall give use its commercially reasonable efforts to obtain each such Non-Required Consent following the Closing, it being understood that neither the Seller nor any necessary notices of its Affiliates shall be required to expend money, commence any litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party and shall use its best efforts in consultation with the Buyer to obtain any required third party such Non-Required Consent. The Seller and its Affiliates shall not be permitted to amend or modify any material terms of any Acquired Contracts in order to obtain a Required Consent or Non-Required Consent without the prior written consent of the Purchaser (not to be unreasonably withheld or authorization subsequent delayed). Notwithstanding anything to the Closing. The Buyer shall, if requested by the Seller, take such steps reasonably requested by the Seller to assist contrary contained in obtaining the required consents and authorizations. To the extent that any Contract to be assigned to Buyer pursuant to this Agreement is not capable of being assigned without the consent, approval or waiver of a third person or entityAgreement, this Agreement shall not constitute a salean agreement to assign any Contract, assignmentLease, transferPermit, or setover right or any benefit arising thereunder or resulting therefrom if an attempted saleassignment or transfer thereof, assignment, transfer or setover thereof. In those cases where a required without the consent to the transfer and assignment to Buyer of any particular Contract other Person, would constitute a breach thereof, or be in violation of any applicable Law, rule or regulation unless and until such consent has been obtained. If any Required Consents or Non-Required Consents are not been obtained prior to the Closing DateClosing, then subject to or if an attempted assignment thereof would result in a breach or violation of, or default under, the terms of the related Acquired Contract, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Purchaser so that the Purchaser would not in fact receive all such rights following the Closing, the parties shall cooperate to implement a mutually agreeable arrangement under which the Purchaser would obtain the benefits and conditions of assume the obligations and bear the economic burdens associated with such Acquired Contract in accordance with this Agreement, including through an arrangement under which the Seller would subcontract its rights and PDI, as applicable, shall use commercially reasonable efforts to provide the Buyer with the benefits and burdens obligations in respect of such Acquired Contract (includingto the Purchaser, without limitation, permitting and under which the Buyer to Seller would enforce for the benefit of the Purchaser any and all of the rights of the Seller or PDIagainst a third party associated with such Acquired Contract, as applicable, arising under such Contract and agreeing to the Seller would promptly pay over to Buyer any amounts the Purchaser all monies received by the Seller on account in respect of services provided by Buyer), and the Buyer shall, to the extent the Buyer is provided with the benefits of any such Contract, perform and in due course pay and discharge all debts, obligations and liabilities of the Seller or PDI, as applicable, under such Contract, and where necessary or appropriate, the Buyer shall be deemed to be the agent of the Seller or PDI, as applicable, for the purpose of completing, fulfilling and discharging all of the Seller or PDI's rights and liabilities arising after the Closing Date under such Acquired Contract.

Assignment of Contracts. The Seller Purchaser shall use its reasonable efforts to provide any required notice to cooperate with the Company in obtaining any third party and obtain any third party consent, authorization or waiver which is consents that may be required to effect transfer the valid assignment Purchased Assets to the Purchaser, including the provision of such information of the Contracts to the Buyer, including those listed on Schedule 9(f). In the event that prior notice to or consent or authorization from a third party is required to effect the assignment of a Contract, and such notice is not given or such consent or authorization is not obtained prior to the Closing, the Seller shall give any necessary notices to any third party and shall use its best efforts in consultation with the Buyer to obtain any required third party consent or authorization subsequent to the Closing. The Buyer shall, if requested by the Seller, take such steps Purchaser as may be reasonably requested by such third parties in the Seller context of their review of requests for consent; provided that the Purchaser shall not be obligated to assist expend any sum or advance any costs, or commence any litigation or other legal proceedings, in obtaining the required consents and authorizationsconnection with such cooperation. To the extent that any Contract to be assigned to Buyer pursuant to Notwithstanding anything in this Agreement is not capable of being assigned without to the consent, approval or waiver of a third person or entitycontrary, this Agreement shall not constitute an assignment of any Contract, if an attempted assignment thereof, without the consent of a salethird party thereto, assignment, transferwould constitute a breach thereof or in any way adversely affect the rights of the Purchaser thereunder. If such consent is not obtained, or setover or if an attempted saleassignment thereof would be ineffective or would affect the rights of the Company thereunder so that the Purchaser would not in fact receive all such rights, assignmentthe Company and its shareholders (the “Shareholders”) will cooperate with the Purchaser in any reasonable arrangement designed to provide for the Purchaser the benefits under such claims, transfer contracts, licenses, franchises, leases, commitments, sales orders, sales contracts, supply contracts, service agreements, purchase orders, purchase commitments or setover thereofreceivables, including enforcement for the benefit of the Purchaser of any and all rights of the Company against a third party thereto arising out of the breach or cancellation by such third party or otherwise. In those cases where a required consent If and to the transfer and assignment extent that such arrangement cannot be made, Purchaser shall have no obligation pursuant to Buyer Section 1.4 or otherwise with respect to any such real property lease, personal property lease, Contract or License. The provisions of any particular Contract this Section 1.3 shall not affect the right of Purchaser not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 3.6(b) has not been obtained prior to the Closing Date, then subject to the terms and conditions of this Agreement, the Seller and PDI, as applicable, shall use commercially reasonable efforts to provide the Buyer with the benefits and burdens of such Contract (including, without limitation, permitting the Buyer to enforce any rights of the Seller or PDI, as applicable, arising under such Contract and agreeing to pay over to Buyer any amounts received by the Seller on account of services provided by Buyer), and the Buyer shall, to the extent the Buyer is provided with the benefits of such Contract, perform and in due course pay and discharge all debts, obligations and liabilities of the Seller or PDI, as applicable, under such Contract, and where necessary or appropriate, the Buyer shall be deemed to be the agent of the Seller or PDI, as applicable, for the purpose of completing, fulfilling and discharging all of the Seller or PDI's rights and liabilities arising after the Closing Date under such Contractfulfilled.

Assignment of Contracts. The Seller shall use its reasonable efforts to provide any If required notice to any third party and obtain any third party consent, authorization by Applicable Law or waiver which is required the terms thereof to effect the proper and valid assignment to and assumption by Purchaser of the Contracts to the Buyerany CSC Document, including those listed on Schedule 9(f). In the event that prior notice to or consent or authorization from a third party is required to effect the assignment of a Lease Document, Assigned Contract, and such notice is not given or such consent or authorization is not obtained prior to the Closing, the Seller shall give any necessary notices to any third party and shall use its best efforts in consultation with the Buyer to obtain any required third party consent or authorization subsequent to the Closing. The Buyer shall, if requested by the Seller, take such steps reasonably requested by the Seller to assist in obtaining the required consents and authorizations. To the extent that any other Contract to be assigned to Buyer and assumed by Purchaser pursuant to this Agreement is not capable (each, a “Restricted Contract”) without breach or violation thereof, Seller and Parent agree to use their Best Efforts to obtain, prior to the First Effective Time with respect to any CSC Document or Lease Document and with respect to the Premier Insurance Program and the Corporate Insurance Policies or prior to the Second Effective time with respect to any Assigned Contract or such other Contract to be assigned to and assumed by Purchaser, the consent, waiver, authorization or approval, as applicable, of being assigned each other party to any such Restricted Contract necessary to permit the assignment to and assumption by Purchaser of all the Restricted Contracts as at the First Effective Time or the Second Effective Time, as applicable. Nothing in this Agreement or any of the Related Agreements shall be deemed to constitute an assignment or an attempt to assign any Restricted Contract if the attempted assignment thereof without the consent, approval waiver, authorization or waiver of a third person or entity, this Agreement shall not constitute a sale, assignment, transfer, or setover or an attempted sale, assignment, transfer or setover thereof. In those cases where a required consent to the transfer and assignment to Buyer of any particular Contract has not been obtained prior to the Closing Date, then subject to the terms and conditions of this Agreement, the Seller and PDIapproval, as applicable, of each other party to such Restricted Contract would constitute a breach thereof or affect in any way the rights of Seller or Parent thereunder. Subject to Section 3.02, in the event Seller or Parent fails to obtain any such consent, waiver, authorization or approval, the parties shall use commercially cooperate with each other in any reasonable efforts and lawful arrangements designed to provide to Purchaser the Buyer with the material benefits of use of any and burdens of such Contract (including, without limitation, permitting the Buyer to enforce any rights of the all Restricted Contracts for which Seller or PDIParent has not obtained the consent, as applicablewaiver, arising under such Contract and agreeing to pay over to Buyer any amounts received by the Seller on account of services provided by Buyer), and the Buyer shall, to the extent the Buyer is provided with the benefits of such Contract, perform and in due course pay and discharge all debts, obligations and liabilities of the Seller authorization or PDI, as applicable, under such Contract, and where necessary or appropriate, the Buyer shall be deemed to be the agent of the Seller or PDIapproval, as applicable, for their respective terms (or any right or benefit arising thereunder, including the purpose enforcement for the benefit of completing, fulfilling Purchaser of any and discharging all rights of the Seller or PDI's rights Parent against a third party thereunder). Subject to Section 3.02, to the extent permitted by Applicable Law, if any requisite consent, waiver, authorization or approval, as applicable, has not been obtained at or prior to the First Effective Time or the Second Effective Time, as the case may be, the applicable Restricted Contract will be held by Seller or Parent in trust for the benefit of Purchaser and liabilities arising Purchaser will perform the obligations of Seller or Parent thereunder and be entitled to receive all money becoming due and payable under and other benefits derived from the Restricted Contract immediately after receipt by Seller thereof. When such consent, waiver, authorization or approval is obtained, Seller or Parent shall promptly assign, transfer, convey and deliver such Restricted Contract to Purchaser, and Purchaser shall assume the obligations under such Restricted Contract from and after the Closing Date under First Effective Time or the Second Effective time, as the case may be, pursuant to a special-purpose assignment and assumption agreement substantially similar in terms and conditions to those set forth in the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such Contracttransfer, with the parties each being responsible for their own respective costs and expenses incurred in connection with the preparation thereof).

Assignment of Contracts. The (a) At or prior to the Closing Date, the Seller shall shall, at its sole cost and expense, (i) (unless waived or modified by the FTC with respect to any Acquired Contract or Lease) obtain the Required Consents, which are listed on Schedule 1.03(a)(i) hereto, and (ii) use its commercially reasonable efforts to provide obtain all necessary consents, approvals and authorizations to the assignment or transfer to the Purchaser of all of the Acquired Contracts that are not Required Consents (the “Non-Required Consents”), which are listed on Schedule 1.03(a)(ii) hereto. The Purchaser shall reasonably cooperate with the Seller in obtaining the Required Consents and Non-Required Consents (it being understood that the Purchaser shall not be required to spend money, commence any required notice litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party in connection with cooperating to obtain the Required Consents and obtain any third party consent, authorization or waiver which is required to effect the valid assignment of the Contracts to the Buyer, including those listed on Schedule 9(fNon-Required Consents). In To the event extent that prior notice to or consent or authorization from a third party is required to effect the assignment of a Contract, and such notice is not given or such consent or authorization any Required Consent is not obtained by the Seller at or prior to the Closing (in compliance with a waiver or modification by the FTC consistent with Section 1.03(a)(i)), the Seller shall, at its sole cost and expense, obtain (and shall be responsible for the payment of any necessary costs and expenses which may be necessary to satisfy this covenant) each such Required Consent as soon as practicable after the Closing Date, but in any event, not later than the first anniversary of the Closing Date. To the extent that any Non-Required Consent is not obtained by the Seller at or prior to the Closing, the Seller shall give use its commercially reasonable efforts to obtain each such Non-Required Consent following the Closing, it being understood that neither the Seller nor any necessary notices of its Affiliates shall be required to expend money, commence any litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party and shall use its best efforts in consultation with the Buyer to obtain any required third party such Non-Required Consent. The Seller and its Affiliates shall not be permitted to amend or modify any material terms of any Acquired Contract in order to obtain a Required Consent or Non-Required Consent without the prior written consent of the Purchaser (not to be unreasonably withheld or authorization subsequent delayed). Notwithstanding anything to the Closing. The Buyer shall, if requested by the Seller, take such steps reasonably requested by the Seller to assist contrary contained in obtaining the required consents and authorizations. To the extent that any Contract to be assigned to Buyer pursuant to this Agreement is not capable of being assigned without the consent, approval or waiver of a third person or entityAgreement, this Agreement shall not constitute a salean agreement to assign any Contract, assignmentLease, transferPermit, or setover right or any benefit arising thereunder or resulting therefrom if an attempted saleassignment or transfer thereof, assignment, transfer or setover thereof. In those cases where a required without the consent to the transfer and assignment to Buyer of any particular Contract other Person, would constitute a breach thereof, or be in violation of any applicable Law, rule or regulation unless and until such consent has been obtained. If any Required Consents or Non-Required Consents are not been obtained prior to the Closing DateClosing, then subject to or if an attempted assignment thereof would result in a breach or violation of, or default under, the terms of the related Acquired Contract, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Purchaser so that the Purchaser would not in fact receive all such rights following the Closing, the parties shall cooperate to implement a mutually agreeable arrangement under which the Purchaser would obtain the benefits and conditions of assume the obligations and bear the economic burdens associated with such Acquired Contract in accordance with this Agreement, including through an arrangement under which the Seller would subcontract its rights and PDI, as applicable, shall use commercially reasonable efforts to provide the Buyer with the benefits and burdens obligations in respect of such Acquired Contract (includingto the Purchaser, without limitation, permitting and under which the Buyer to Seller would enforce for the benefit of the Purchaser any and all of the rights of the Seller or PDIagainst a third party associated with such Acquired Contract, as applicable, arising under such Contract and agreeing to the Seller would promptly pay over to Buyer any amounts the Purchaser all monies received by the Seller on account in respect of services provided by Buyer), and the Buyer shall, to the extent the Buyer is provided with the benefits of any such Contract, perform and in due course pay and discharge all debts, obligations and liabilities of the Seller or PDI, as applicable, under such Contract, and where necessary or appropriate, the Buyer shall be deemed to be the agent of the Seller or PDI, as applicable, for the purpose of completing, fulfilling and discharging all of the Seller or PDI's rights and liabilities arising after the Closing Date under such Acquired Contract.

Assignment of Contracts. The Seller shall use its reasonable efforts If any contract to provide any required notice be assigned to any third party and obtain any third party consent, authorization or waiver which is required to effect the valid assignment Allscripts under this Agreement may not be assigned without Consent of the Contracts to the Buyerother party thereto, including those listed on Schedule 9(f). In the event that prior notice to or consent or authorization from a third party is required to effect the assignment of a Contract, and such notice is not given or such consent or authorization is not obtained prior to the Closing, the Seller shall give any necessary notices to any third party and RxCentric shall use its best efforts in consultation with (which shall include curing any undisputed breaches of RxCentric’s obligations under the Buyer Assumed Contracts) to obtain any required third the consent of the other party consent or authorization subsequent to the assignment. If a Required Consent to the assignment of any Assumed Contract is not obtained and Allscripts, in its discretion, waives the requirement under this Agreement that such Required Consent be obtained as a condition to Closing and the requirement that such Assumed Contract be assigned to Allscripts at the Closing, RxCentric shall use its best efforts to keep such Assumed Contract in effect and to give Allscripts the benefit of such Assumed Contract to the same extent as if it had been assigned, and Allscripts shall perform RxCentric’s obligations under the Assumed Contract relating to the benefit obtained by Allscripts From and after the Closing, RxCentric will diligently pursue and provide reasonable assistance to Allscripts in connection with obtaining any Consent that was not obtained prior to Closing. Nothing in this Agreement shall be construed as an attempt to assign any Assumed Contract that is by its terms nonassignable without the consent of the other party or as a waiver by Allscripts of any requirement under this Agreement that consent to the assignment of such Assumed Contract be obtained prior to Closing. The Buyer shall, if requested by the Seller, take such steps reasonably requested by the Seller to assist in obtaining the required consents and authorizations. To the extent that any Contract to be assigned to Buyer pursuant to this Agreement is not capable of being assigned without the consent, approval or waiver of a third person or entity, this Agreement shall not constitute a sale, assignment, transfer, or setover or an attempted sale, assignment, transfer or setover thereof. In those cases where a required letter requesting consent to the transfer and assignment to Buyer of any particular Contract has not been obtained prior with respect to the Closing DateAssumed Contracts shall be substantially in the form set forth as Exhibit A hereto, then subject except that, with respect to the terms and conditions of this AgreementAssumed Contracts to which Novartis or Aventis is a party, the Seller and PDI, as applicable, RxCentric shall use commercially reasonable efforts to provide substantially the Buyer with the benefits and burdens of such Contract (including, without limitation, permitting the Buyer to enforce any rights of the Seller or PDI, as applicable, arising under such Contract and agreeing to pay over to Buyer any amounts received by the Seller on account of services provided by Buyer), and the Buyer shall, to the extent the Buyer is provided with the benefits of such Contract, perform and form set forth in due course pay and discharge all debts, obligations and liabilities of the Seller or PDI, as applicable, under such Contract, and where necessary or appropriate, the Buyer shall be deemed to be the agent of the Seller or PDI, as applicable, for the purpose of completing, fulfilling and discharging all of the Seller or PDI's rights and liabilities arising after the Closing Date under such ContractExhibit B hereto.

Assignment of Contracts. The Seller shall use its reasonable efforts to provide any required notice to any third party and obtain any third party consent, authorization or waiver which is required to effect the valid assignment of the Contracts to the Buyer, including those listed on Schedule 9(f). In the event that prior notice to or consent or authorization from a third party is required to effect the assignment of a Contract, and such notice is not given or such consent or authorization is not obtained prior to the Closing, the Seller shall give any necessary notices to any third party and shall use its best efforts in consultation with the Buyer to obtain any required third party consent or authorization subsequent to the Closing. The Buyer shall, if requested by the Seller, take such steps reasonably requested by the Seller to assist in obtaining the required consents and authorizations. To the extent that any Contract to be assigned to Buyer pursuant to this Agreement lease, license, contract, agreement, sales or purchase order, Permit or right included in the Purchased Assets, or any claim, right or benefit arising thereunder or resulting therefrom (each, an “Interest”), is not capable of being assigned sold, assigned, transferred or conveyed without the consentauthorization, approval approval, consent or waiver of a third the issuer thereof or the other party or parties thereto, or any other person or entity, this Agreement shall not constitute including a sale, assignment, transfer, Governmental Entity (or setover or if such Interest would be breached in the event of an attempted sale, assignment, transfer or setover thereof. In those cases where a required conveyance without such approval, consent or waiver), (a) this Agreement shall not, in the event such issuer or other person or entities shall object to the transfer such assignment, constitute an assignment or conveyance thereof absent such approval consent or waiver and assignment to Buyer of any particular Contract has not been obtained prior to the Closing Date, then subject to the terms and conditions of this Agreement, the (b) Seller and PDI, as applicable, shall use commercially reasonable efforts prior to and after the Closing Date, to obtain all necessary approvals, consents or waivers necessary to convey to the Buyer Entities each such Interest, provided that nothing in this Section 5.5 shall require Seller or any of their Affiliates to pay any amount, grant any rights, grant any guarantee or provide any other consideration to any third party or incur additional costs or expenses in order to obtain any such approvals, consents or waivers. To the extent any of the approvals, consents or waivers referred to in this Section 5.5 have not been obtained as of the Closing, Seller shall, during the remaining term of such Interest, exercise commercially reasonable efforts to cooperate with the applicable Buyer Entity, at its request, in any reasonable and lawful arrangements designed to provide the Buyer with the benefits and burdens of such Contract Interest to such Buyer Entity. In any such arrangement, Buyer agrees to diligently perform and discharge, and shall cause its Subsidiaries to diligently perform and discharge, the obligations of Seller and its Subsidiaries in connection with such Interest, directly or indirectly, as applicable, through Seller or its Subsidiaries (includingas applicable) and shall indemnify, defend and hold harmless Seller and its Affiliates for any failure of Buyer or any of its Affiliates to perform and discharge any such obligations, and in that regard Buyer will, without limitation, permitting (A) bear the Buyer to enforce any rights sole responsibility for completion of the Seller work or PDIprovision of goods and services, as applicable(B) be solely entitled to all benefits thereof, arising under such Contract economic or otherwise, (C) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and agreeing to pay over to Buyer any amounts received by the Seller on account of services provided by Buyer)service obligations thereof, and (D) promptly reimburse the Buyer shallreasonable costs and expenses of Seller and its Affiliates related thereto. For avoidance of doubt, to the extent the Buyer is provided with the benefits any obligations or Liabilities incurred by Seller and its Subsidiaries in performance of such Contract, perform and in due course pay and discharge all debts, obligations and liabilities any of the Seller or PDI, as applicable, under such Contract, and where necessary or appropriate, the Buyer arrangements contemplated in this Section 5.5 shall not be deemed to be the agent an Excluded Liability for purposes of the Seller or PDI, as applicable, for the purpose of completing, fulfilling and discharging all of the Seller or PDI's rights and liabilities arising after the Closing Date under such ContractSection 1.3(b).

Assignment of Contracts. The Seller shall use its reasonable efforts to provide any required notice to any third party and obtain any third party consent, authorization or waiver which is required to effect the valid assignment of the Contracts to the Buyer, including those listed on Schedule 9(f). In the event that prior notice to or consent or authorization from a third party is required to effect the assignment of a Contract, and such notice is not given or such consent or authorization is not obtained prior to the Closing, the Seller shall give any necessary notices to any third party and shall use its best efforts in consultation with the Buyer to obtain any required third party consent or authorization subsequent to the Closing. The Buyer shall, if requested by the Seller, take such steps reasonably requested by the Seller to assist in obtaining the required consents and authorizations. To the extent that any of the Assigned Contracts, or any Contract to be assigned to Buyer that the Purchaser has assumed pursuant to this Agreement Section 6.1(b), is not capable of being assigned sold, assigned, transferred or set over to the Purchaser without the consent, approval release or waiver of a any third person (including any Governmental Body), or entityif such sale, assignment, transfer or setover or attempted sale, assignment, transfer or setover would constitute a Breach thereof or a violation of any law or regulation, this Agreement shall not constitute a sale, assignment, transfer, or setover or an attempted sale, assignment, transfer or setover thereof. In those cases where a required consent consents, releases and/or waivers have not been obtained at or prior to the Closing Date to the transfer and assignment to Buyer the Purchaser of any particular Contract has not been obtained prior to the Closing DateAssigned Contracts, then subject to the terms and conditions of this Agreement, to the extent permitted by law, shall constitute an equitable assignment by the Seller to the Purchaser of all of the Seller’s rights, benefits, title and interest in and to the Assigned Contracts, and where necessary or appropriate, the Purchaser shall be deemed to be the Seller’s agent for the purpose of completing, fulfilling and discharging all of the Seller’s rights and liabilities arising after the Closing Date under such Assigned Contracts and shall indemnify, defend and hold harmless the Seller and PDI, as applicable, the Seller’s Related Parties and Affiliates from and against any third party claims arising from the Purchaser’s actions or failure to act with respect to any such Assigned Contracts. The Seller shall use its commercially reasonable efforts to provide the Buyer Purchaser with the benefits and burdens of such Contract Assigned Contracts (including, without limitation, permitting the Buyer Purchaser to enforce any rights of the Seller or PDI, as applicable, arising under such Contract and agreeing to pay over to Buyer any amounts received by the Seller on account of services provided by BuyerAssigned Contracts), and the Buyer Purchaser shall, to the extent the Buyer Purchaser is provided with the benefits of such ContractAssigned Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of the Seller or PDI, as applicable, under such ContractAssigned Contracts. Following the Closing, the Seller shall continue to use commercially reasonable efforts to obtain any necessary consents, releases or waivers as quickly as practicable, and where necessary once a consent, release or appropriatewaiver is obtained, the Buyer Seller shall be deemed promptly assign, transfer, convey and deliver the applicable Assigned Contract to be the agent of Purchaser, and the Seller or PDI, as applicable, for Purchaser shall assume the purpose of completing, fulfilling and discharging all of the Seller or PDI's rights and liabilities arising after the Closing Date obligations under such Assigned Contract.

Assignment of Contracts. The Seller shall use its reasonable efforts to provide any required notice to any third party and obtain any third party consent, authorization or waiver which is required to effect the valid assignment of the Contracts to the Buyer, including those listed on Schedule 9(f). In the event that prior notice to or consent or authorization from a third party is required to effect the assignment of a Contract, and such notice is not given or such consent or authorization is not obtained prior to the Closing, the Seller shall give any necessary notices to any third party and shall use its best efforts in consultation with the Buyer to obtain any required third party consent or authorization subsequent to the Closing. The Buyer shall, if requested by the Seller, take such steps reasonably requested by the Seller to assist in obtaining the required consents and authorizations. To the extent that any Contract to be assigned to Buyer pursuant to this Agreement is not capable of being assigned without the consent, approval or waiver of a third person or entity, this Agreement shall not constitute a sale, assignment, transfer, or setover or an attempted sale, assignment, transfer or setover thereof. In those cases where a required consent to the transfer and assignment to Buyer of any particular Contract has not been obtained prior to Following the Closing Date, then subject to the terms Sellers and conditions of this Agreement, the Seller Purchaser shall (and PDI, as applicable, the Purchaser shall cause the LLC to) use commercially reasonable efforts to cause (i) the Non-Assigned Contracts to be assigned to the LLC or the Purchaser, as designated by the Purchaser, and (ii) Sellers' (or, if applicable, their Affiliates') liability under the Non-Assigned Contracts to be fully released other than any obligation thereunder required to be performed at or prior to the Closing or any liability for any non-disclosed breach thereof at or prior to the Closing (collectively, the "Retained Liabilities"). If the parties are unable to cause one or more of the Non-Assigned Contracts to be assigned to the LLC or the Purchaser, as designated by the Purchaser, the Sellers shall take and cause the Affiliates to take such action as may be necessary to convey and provide to the Buyer with LLC and the Purchaser the benefits (including all economic and burdens operational benefits) of such Contract Non-Assigned Contracts as if the LLC and the Purchaser were parties thereto and the Sellers shall hold in trust and pay to the LLC or the Purchaser, as designated by the Purchaser promptly upon receipt thereof, all income, proceeds and monies received by Sellers or any of their Affiliates in connection with any such Non-Assigned Contract. If (includingi) the parties are unable to cause (A) the Non-Assigned Contracts to be assigned to the LLC or the Purchaser, without limitationas designated by the Purchaser and (B) the full release of Sellers' (or, permitting if applicable, their Affiliates') liability under the Buyer Non-Assigned Contracts other than the Retained Liabilities, and (ii) the Sellers (or, if applicable, any of their Affiliates) are required to enforce pay any rights amounts or to perform any obligations under any of the Seller or PDI, as applicable, arising under such Contract and agreeing to pay over to Buyer any amounts received by the Seller on account Non-Assigned Contracts other than in respect of services provided by Buyer), Retained Liabilities and the Buyer shall, to the extent the Buyer Purchaser is provided with receiving the benefits of such Non-Assigned Contract, perform then the Purchaser and in due course pay the LLC shall (Y) be liable and discharge all debtsresponsible to the respective Seller (or, obligations and liabilities of the Seller or PDI, as if applicable, under one or more of its Affiliates) for such Contractpayment or performance (other than in respect of Retained Liabilities), and where necessary (Z) at its cost and expense make such payment or appropriateperform such obligations on behalf of such Seller (or, the Buyer shall be deemed to be the agent of the Seller or PDI, as if applicable, for any of its Affiliates) in satisfaction of such Seller's obligations under the purpose applicable Non-Assigned Contract other than in respect of completing, fulfilling and discharging all of the Seller or PDI's rights and liabilities arising after the Closing Date under such ContractRetained Liabilities.

Assignment of Contracts. The Seller shall use its reasonable efforts to provide If there are any required notice to any third party and obtain any third party consent, authorization consents or waiver which is approvals required to effect be obtained under any Contracts in order to assign the valid assignment of the Vendor’s interest in such Contracts to the BuyerPurchaser, and such consents or approvals have not yet been obtained (or otherwise are not in full force and effect) as of the Closing Date, in the case of each Contract as to which such consent or approval was not obtained (or otherwise are not in full force and effect) (each, a “Restricted Contract”), the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain the consent or approval relating to each Restricted Contract as quickly as practicable following the Closing Date. Prior to the obtaining of such consent or approval, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the material benefits of use of any and all Restricted Contracts for their respective terms (or any right or benefit arising thereunder, including those listed on Schedule 9(f). In the event that prior notice to or consent or authorization from enforcement for the benefit of the Purchaser of any and all rights of the Vendor against a third party is required to effect thereunder). When a consent or approval for the assignment sale, assignment, assumption, transfer, conveyance and delivery of a ContractRestricted Contract is obtained, Vendor shall promptly assign, transfer, convey and deliver such Restricted Contract to the Purchaser, and the Purchaser shall assume the obligations under such notice is not given or such consent or authorization is not obtained prior Restricted Contract assigned to the ClosingPurchaser from and after the Closing Date pursuant to an assignment and assumption agreement. Unless and until each Restricted Contract is assigned to the Purchaser, the Seller Vendor shall give any necessary notices to any third party continue its corporate existence and shall use its best efforts in consultation with hold such Restricted Contracts for the Buyer to obtain any required third party consent or authorization subsequent exclusive benefit of the Purchaser and the Purchaser shall to the Closing. The Buyer shallextent permissible and lawful, if requested by act as the Seller, take such steps reasonably requested by Vendor’s subcontractor and perform all of the Seller to assist in obtaining obligations of the required consents and authorizationsVendor under the Restricted Contracts. To the extent that any payment is made to the Vendor in respect of a Restricted Contract after the Closing Date the Vendor shall receive such payment as trustee and shall account to be assigned to Buyer pursuant to the Purchaser for the same within ten Business Days of receipt. Notwithstanding the foregoing or anything in this Agreement is not capable of being assigned without to the consent, approval or waiver of a third person or entitycontrary, this Agreement shall not constitute a salean agreement to sell, assignmentconvey, transfer, assign or setover or an transfer any Restricted Contract if any attempted sale, assignmentconveyance, assignment or transfer or setover thereof. In those cases where a required of such Restricted Contract, without the requisite consent to the transfer and assignment to Buyer of any particular Contract has not been obtained prior to the Closing Datesuch transfer, then subject to the terms and conditions of this Agreement, the Seller and PDI, as applicable, shall use commercially reasonable efforts to provide the Buyer with the benefits and burdens of such Contract (including, without limitation, permitting the Buyer to enforce any rights of the Seller or PDI, as applicable, arising under such Contract and agreeing to pay over to Buyer any amounts received would constitute a breach by the Seller on account of services provided by Buyer), and the Buyer shall, Vendor with respect to the extent the Buyer is provided with the benefits of such Contract, perform and in due course pay and discharge all debts, obligations and liabilities of the Seller or PDI, as applicable, under such Contract, and where necessary or appropriate, the Buyer shall be deemed to be the agent of the Seller or PDI, as applicable, for the purpose of completing, fulfilling and discharging all of the Seller or PDI's rights and liabilities arising after the Closing Date under such Restricted Contract.