Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; provided that # only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and # the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

ASSIGNMENT AND ASSUMPTION. The [[Organization D:Organization]] hereby sells and assigns to the [[Organization C:Organization]], and the [[Organization C:Organization]] hereby purchases and assumes from the [[Organization D:Organization]], an interest in and to the [[Organization D:Organization]]’s rights and obligations under the Loan Agreement and the other Loan Documents in the amount and Pro Rata Share specified in Item 2 of [Schedule 1] of all outstanding rights and obligations under the Loan Agreement and the other Loan Documents. The Pro Rata Share of the [[Organization C:Organization]] and the [[Organization D:Organization]], after giving effect to this Assignment Agreement, is set forth in Item 3 of [Schedule 1].

Assignment and Assumption. Certain Existing Customers are billed directly by Dell on Existing Projects. Dell hereby assigns the revenues collected in connection with such Existing Projects to Spyglass and Spyglass assumes all obligations and liabilities associated with such Existing Projects.

Assumption or Replacement. If the Company is the surviving entity and an outstanding Award is not adjusted as necessary to preserve the intrinsic value of the Award or if the Company’s successor does not irrevocably assume the Company’s obligations under this Plan or replace the outstanding Awards with Awards having substantially the same intrinsic value and having terms and conditions no less favorable to the Participant than those applicable to the Awards immediately prior to the Change in Control then, without any action by the Committee or the Board, each such outstanding Award granted under the Plan shall become immediately vested and, if applicable, exercisable, in full.

an assignment and assumption agreement in substantially the form attached hereto as Exhibit D (the “Assignment and Assumption Agreement”), pursuant to which # Seller shall assign to Buyer all of Seller’s right, title and interest in, to and under the Contracts included as Acquired Assets and # Buyer shall assume all Liabilities under such Contracts and all other Assumed Liabilities;

Prior to the Closing Date, the Company and Shareholders shall cause all long-term liabilities of the Company to be satisfied, including but not limited to those liabilities arising under any employment agreements with employees of the Company, which were executed prior to the Closing Date, and Shareholders shall indemnify, hold harmless and release the Company from such liabilities, except those liabilities listed on [Schedule 7.11] attached hereto (the “Permitted Liabilities”).

Assumption of Liability by Company. If Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, Company shall indemnify lndemnitee's estate and Indemnitee's spouse, heirs, administrators and executors against, and Company shall and does hereby agree to assume, any and all costs, charges and expenses (including attorneys' fees), penalties and fines actually and reasonably incurred by or for Indemnitee or Indemnitee's estate, in connection with the investigation, defense, settlement or appeal of any such action, suit or proceeding. Further, when requested in writing by the spouse of Indemnitee, and/or the heirs, executors or administrators of Indemnitee's estate, Company shall provide appropriate evidence of Company's agreement set out herein to indemnify Indemnitee against and to assume itself such costs, charges, liabilities and expenses.

Substitution and Assumption of Awards. The Committee may make Awards under the Plan by assumption, substitution or replacement of stock options, stock appreciation rights, stock units or similar awards granted by another entity (including a Parent or Subsidiary), if such assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition, merger, consolidation or similar transaction involving the Company (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate). The terms of such assumed, substituted or replaced Awards shall be as the Committee, in its discretion, determines is appropriate, notwithstanding limitations on Awards in the Plan. Any such substitute or assumed Awards shall not count against the Absolute Share Limit set forth in Section 5.a) (nor shall Shares subject to such Awards be added to the Shares available for Awards under the Plan as provided in Section 5.b) above), except that Shares acquired by exercise of substitute ISOs will count against the maximum number of Shares that may be issued pursuant to the exercise of ISOs under the Plan.

The Plan is consistent with section 1123(b)(2) of the Bankruptcy Code. Article V of the Plan provides for the assumption of the Debtors’ Executory Contracts and Unexpired Leases, and the payment of Cures, if any, related thereto, not previously assumed, assumed and assigned, or rejected during these chapter 11 cases under section 365 of the Bankruptcy Code. The assumption of Executory Contracts and Unexpired Leases may include the assignment of certain of such contracts to Affiliates.

The aggregate purchase price for the Purchased Assets shall be Two Million and 00/100 Dollars ($2,000,000.00) (the “Preliminary Purchase Price”), plus the assumption of the Assumed Liabilities, plus or minus the Working Capital adjustment, if any, provided for in Section 2.6 (collectively, the “Purchase Price”), payable as follows: