Assignment of Contracts and Rights Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any asset or any claim, right, or benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such asset or in any way adversely affect the rights of the Seller or Buyer thereunder Seller will use its commercially reasonable efforts (but without any payment of money by Seller/Buyer) to obtain the consent of the other parties to any Asset or any claim, right, or benefit arising thereunder for the assignment thereof to Buyer as Buyer may request If such consent is not 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 rights, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations, any and all rights of Seller against a third party thereto

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.

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.

Contracts. Seller has caused the Company to deliver to Buyer complete and correct copies of all written contracts, together with amendments thereto, and accurate descriptions of all material terms to any oral contracts, which are in full force and effect. No event has occurred that constitutes a default or may result in a right of acceleration, termination or any similar right by any party (or which, but for the passage of time or the giving of notice, would constitute a default or result in such a right of acceleration, termination or similar right) under any existing Company contract, it being understood that as of the date of Closing, two contracts between the Company and its former affiliates shall terminate and be of no further force or effect, being # ​ – TESI Service Agreement dated December 1, 2009, and # Tidewater Utilities, Inc. – TESI Service Agreement dated July 26, 2006.

Contracts. With regard to all Contracts that are excluded from the definition of the term “Collateral,” each Grantor covenants and agrees to exercise all of its material rights and remedies under such Contracts to which it is a party in a commercially reasonable manner consistent with the interests of the Administrative Agent and the other Secured Parties and not to take any action thereunder in contravention of the terms and provisions of the Loan Documents. Each Grantor will use commercially reasonable efforts not to enter into any Specified Contract (including leases and IP Licenses) that by its terms prohibits the assignment of such Grantor’s rights and interest thereunder in the manner contemplated by this Agreement. As to all Material Real Property consisting of leased property of any Grantor located in a jurisdiction which provides for liens of landlords imposed by statute, such Grantor shall use commercially reasonable efforts to obtain waivers from the landlords of all such real estate, in form and content reasonably acceptable to the Administrative Agent.

Contracts. Except as set forth on [Schedule 4.16], each of the Assumed Contracts is assignable to Purchaser without the consent of a party other than Purchaser, remains in full force and effect and is otherwise enforceable. Except a set forth on [Schedule 4.16], no event has occurred or circumstance exists which, with the giving of notice or the lapse of time or both, would constitute a default or an event of default by [[Organization A:Organization]] or, to [[Organization A:Organization]]’s Knowledge, any third party under any of the Assumed Contracts.

Contracts. Each of the Contracts listed in [Schedule 3.16] (collectively, the “Material Contracts”) is valid and binding on the Company and in full force and effect and, assuming due execution and delivery by the other parties thereto, is enforceable in accordance with its terms by the Company. The Company is not in breach or default under any Material Contract, nor does any condition exist that, with notice or lapse of time or both, would constitute a breach or default in any respect thereunder by the Company or that would result in material liability to the Company. To the Knowledge of the Company, # no other party to any Material Contract is in default thereunder and # no condition exists that with notice or lapse of time or both would constitute a default in any material respect by any such other party thereunder. The Company has not received notice of any termination or cancellation of any Material Contract and to the Company’s Knowledge, no other party to a Material Contract has plans to terminate or cancel such Material Contract. The Company has not and, to the Knowledge of the Company, no other party to any Material Contract has repudiated any material provision of any Material Contract. The Company is not disputing and, to the Knowledge of the Company, no other party to such Material Contract is disputing, any material provision of any Material Contract. None of the parties to any Material Contract is renegotiating any material amounts paid or payable to or by the Company under such Material Contract or any other material term or provision thereof.

Contracts. Except for matters which are not reasonably likely to have a Material Adverse Effect and those contracts that are substantially or fully performed or expired by their terms, the contracts listed as exhibits to or described in the SEC Reports that are material to the Company and all amendments thereto, are in full force and effect on the date hereof, and neither the Company nor, to the Company’s knowledge, any other party to such contracts is in breach of or default under any of such contracts.

Except as set forth in [Schedule 4.6(a)], none of the Seller Entities is a party to any:

The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor. The Investor may not assign its rights under this Agreement without the written consent of the Company, other than to an affiliate of the Investor.