Assignment of Assumed Contracts. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, Seller hereby sells, conveys, transfers, assigns and delivers to Buyer, and its successors and assigns, all of Seller’s right, title and interest in, to and under the Assumed Contracts, including those listed on Section 2.2(e) of the Seller Disclosure Letter, and Buyer hereby accepts such sale, conveyance, transfer, assignment and delivery from Seller.

Assets and Assumed Contracts Subject to the terms, conditions, covenants and agreements hereinafter provided, Buyer shall purchase and receive, and Seller shall sell and deliver to Buyer at the closing the Assets and Assumed Contracts described in Article IV hereof (the “Closing” or “Closing Date”), free and clear of all liens, encumbrances, claims and charges, except as expressly provided herein. The Assets and Assumed Contracts are being acquired by Buyer in order to enable Buyer to commence operating the Proposed Business. The Assets include, but are not limited to, the following:

Non-assignable Assumed Contracts. Notwithstanding anything to the contrary in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Purchaser of any Assumed Contracts would constitute a breach or default thereunder or require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement, and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, the Closing shall occur notwithstanding the foregoing or anything herein to the contrary without any adjustment to the Purchase Price on account thereof. In such event, following the Closing, [[Organization A:Organization]] and Purchaser shall use commercially reasonable efforts, and shall reasonably cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release to assign and novate all liabilities and obligations under any and such Assumed Contracts or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, the Purchaser shall receive the benefit of such Assumed Contracts and Purchaser shall be solely responsible and have the burden of all liabilities and obligations of such Assumed Contracts from and after the Closing Date; provided, however, that neither [[Organization A:Organization]] nor Purchaser shall be required to pay any material consideration therefor. Pending receipt of any such consent, authorization, approval or waiver, or release, Purchaser shall assume sole responsibility for the performance of all obligations under each of the Assumed Contracts unless and until the countervailing party takes any material action to prevent Purchaser from receiving the benefit of any such Assumed Contracts.

in connection with assignment or assumption of such Subsequent Designated Assumed Contracts, to the extent such Subsequent Designated Assumed Contract is assigned to and assumed by Purchaser and # Sellers shall use commercially reasonable efforts to obtain any necessary Third Party consent for the assumption and assignment to Purchaser of all Subsequent Designated Assumed Contracts and shall assign such Subsequent Designated Assumed Contracts to Purchaser. The Parties acknowledge and agree that the agreements and covenants in this Section 2.6(d) shall survive the Closing. On the date that any Subsequent Designated Assumed Contract is assumed and assigned to Purchaser pursuant to this Section 2.6(d), such Subsequent Designated Assumed Contract shall thereafter be deemed an Assumed Contract for all purposes under this Agreement.

Sellers shall take all actions required to assume and assign the Assumed Contracts to Purchaser, including timely providing all necessary notices as contemplated by this Agreement and by the Bidding Procedures Order, paying all Cure Amounts incurred in connection with the assignment and assumption of the Assumed Contracts to Purchaser subject to the terms of this Agreement, and using commercially reasonable efforts to facilitate any negotiations with the counterparties to such Assumed Contracts and to obtain an Order containing a finding that the proposed assumption and assignment of the Assumed Contracts to Purchaser satisfies all applicable requirements of section 365 of the Bankruptcy Code; provided, that, with respect to any Assumed Contract ultimately assumed by Sellers and assigned to Purchaser in accordance with this Agreement, Purchaser shall pay such Cure Amounts. Sellers shall have no obligation to Purchaser to provide adequate assurances of future performance under any Assumed Contract in connection with the assignment and assumption thereof by Seller.

Bill of Sale and Assignment of Contracts. Seller and Buyer shall execute and deliver to the other a Bill of Sale and Assignment of Contracts with respect to the Assets and the Assumed Contracts, substantially in the form attached hereto as [Exhibit F] and such other instruments of sale, transfer, conveyance, and assignment as Buyer and its counsel may reasonably request;

The Sale Order shall approve and authorize the transactions contemplated by this Agreement, including the assumption and assignment of the Assumed Contracts, and the Assumed Contracts shall have been actually assumed and assigned to Purchaser such that the Assumed Contracts will be in full force and effect from and after the Closing with non-debtor parties being barred and enjoined from asserting against Purchaser, among other things, defaults, breaches or claims of pecuniary losses existing as of the Closing or by reason of the Closing.

Assignment and Assumption of Assumed Liabilities. Subject to the terms and conditions set forth in this Agreement and the Sale Order, effective as of the Closing Date, Purchaser shall assume from Sellers and thereafter be responsible for the payment, performance or discharge of the following Liabilities of Sellers (in accordance with their respective terms) to the extent arising under the Acquired Assets and Seller shall irrevocably convey, transfer and assign to Purchaser the following Liabilities (all such Liabilities assumed pursuant to this [Section 2.3] shall be referred to as the “Assumed Liabilities”):

Buyer. All of the Assumed Contracts are valid and binding on the Seller and, to the Knowledge of Seller, or the other party thereto, and are in full force and effect, except where enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally. Seller has not received notice from any party to any Assumed Contract of such party’s intention or desire to terminate or modify any such Assumed Contract in any respect. Neither the Seller nor, to the Knowledge of Seller, any other party is in breach of any of the terms or covenants of any Assumed Contract. Seller has the full legal power and authority to assign the Assumed Contracts to Buyer in accordance with this Agreement on terms and conditions no less favorable than those in effect on the Effective Date, and such assignment will not affect the validity, enforceability and continuity of any such Assumed Contract. No consent, approval, or authorization of any third party is required for the assignment of the Assumed Contracts to Buyer in accordance with this Agreement.

Contracts. Unless otherwise expressly provided herein, references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.