At Closing, all of Seller's rights, title and interests, if any, to the extent assignable, in and to the Contracts and the Intangible Property shall be transferred and assigned to Buyer, and Buyer shall assume all of Seller's obligations and liabilities under the Contracts and the Intangible Property arising from and after Closing, subject to the provisions of Section 11 hereof, by an Assignment and Assumption of Contracts and Intangible Property (the " Assignment and Assumption of Contracts and Intangible Property ") in the form attached hereto as Exhibit "5" and by such other document that may be legally required to effect the assignment and assumption of any part of the Contracts or the Intangible Property.