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at the Effective Date simultaneously with the closing of the Transaction with respect to the Inmate
<br />Services Agreement.
<br />2. Assignment by Assignor. Assignor does hereby grant, bargain, transfer, sell,
<br />assign, convey, and deliver to Assignee, its successors and assigns, free and clear of any charge,
<br />claim, community property interest, pledge, condition, equitable interest, lien (statutory or other),
<br />option, security interest, mortgage, easement, encroachment, right of way, right of first refusal,
<br />circumstance that impairs the quiet enjoyment or value, or restriction of any kind, including any
<br />restriction on use, voting, transfer, receipt of income or exercise of any other attribute of
<br />ownership, as applicable, and Assignee does hereby assume and accept, all of Assignor's rights,
<br />title, and interest in and to the Inmate Services Agreement.
<br />3. Assumntion by Assignee. Assignee hereby assumes from Assignor the obligations
<br />of Assignor that arise under the Innate Services Agreement and agrees to be responsible for and
<br />obligated to perform the duties and obligations of Assignor thereunder on the terms previously
<br />agreed to by the Parties.
<br />4. Joinder. Assignee hereby joins and becomes a party to (as fully as if Assignee had
<br />been an original signatory thereto) the Innate Services Agreement, and the Innate Services
<br />Agreement shall be construed and treated in all respects as if Assignee was named therein instead
<br />of Assignor from and after the Effective Date.
<br />5, Novation. Assignor hereby irrevocably novates and assigns to Assignee all of
<br />Assignor's rights, title, interests, and obligations under the Inmate Services Agreement, and
<br />Assignee hereby irrevocably accepts such rights, title, and interests, and assumes such duties,
<br />liabilities, and obligations under the Inmate Services Agreement from Assignor on the terms and
<br />conditions contained herein and as previously agreed to by the Parties.
<br />6. Assignee's Performance Obligation. Assignee shall duly perform and discharge all
<br />duties, liabilities, and obligations arising out of or related to the Inmate Services Agreement
<br />whatsoever from time to time to be performed or discharged by it after the Effective Date by virtue
<br />of this Agreement in all respects, as if Assignee was originally named therein instead of Assignor.
<br />7. Further Assurances. The Parties agree to execute and deliver such other
<br />instruments and documents and to take such other actions as any Party may reasonably request in
<br />connection with the transactions contemplated by this Agreement.
<br />8. Notices. All notices, requests, consents, claims, demands, waivers and other
<br />communications under this Agreement shall be in writing and shall be deemed to have been given:
<br />(a) when delivered by hand (with written confirmation of receipt); (b) when received by the
<br />addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date
<br />sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during
<br />normal business hours of the recipient, and on the next business day if sent after normal business
<br />hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail,
<br />return receipt requested, postage prepaid. Such communications must be sent to the respective
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