AMENDED AND RESTATED ASSET PURCHASE AGREEMENT dated as of May 28, 2009 among

Exhibit 99.1

EXECUTION COPY

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

dated as of May 28, 2009

among

PRICEWATERHOUSECOOPERS LLP,

as Buyer,

and

BEARINGPOINT, INC.

and

THE SUBSIDIARIES OF BEARINGPOINT, INC. THAT ARE SIGNATORIES
HERETO,

as Sellers

TABLE OF CONTENTS

Schedules

Exhibits

ASSET PURCHASE AGREEMENT

     This Amended and Restated Asset Purchase Agreement (this “ Agreement ”) is entered into as of May 28, 2009 by and among PRICEWATERHOUSECOOPERS LLP, a Delaware limited liability partnership (“ Buyer ”), on the one hand, and BearingPoint, Inc., a Delaware corporation (“ Seller Parent ”), and the undersigned direct and indirect subsidiaries of Seller Parent (the “ Other Sellers ” and collectively with Seller Parent, “ Sellers ”). Capitalized terms used in this Agreement shall have the meanings ascribed to them in ARTICLE VIII.

     WHEREAS, upon and subject to the terms and conditions of this Agreement, Sellers desire to sell, transfer, convey and assign to Buyer and Buyer desires to purchase from Sellers, the Acquired Assets, and Buyer desires to assume from Sellers the Assumed Liabilities;

     WHEREAS, on February 18, 2009 (the “ Filing Date ”), Seller Parent and the Other Sellers have filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “ Bankruptcy Court ”) (Jointly Administered Case No. 09-10691-reg) (the “ Chapter 11 Case ”);

     WHEREAS, the Parties contemplate that the Acquired Assets will be sold, transferred, conveyed and assigned to Buyer pursuant to 11 U.S.C. §§ 363 and 365 as set forth in this Agreement and in accordance with the Approval Order entered in the Chapter 11 Case;

     NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and undertakings herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

ARTICLE I

ASSET PURCHASE

     1.1 Purchase and Sale of Assets.

          (a) Upon and subject to the terms and conditions of this Agreement, Buyer shall purchase from Sellers, and Sellers shall sell, transfer, convey, assign and deliver to Buyer, at the Closing for the consideration specified in Section 1.3 , all of Sellers’ right, title and interest in, to and under the Acquired Assets existing as of the Closing regardless of whether any of such Acquired Assets existed before, on or after the commencement of the Chapter 11 Case.

          (b) Notwithstanding Section 1.1(a) , the Acquired Assets shall not include the Excluded Assets.

     1.2 Assumption of Liabilities .

          (a) Upon and subject to the terms and conditions of this Agreement, Buyer shall assume and become responsible from and after the Closing for the Assumed Liabilities. The assumption of the Assumed Liabilities by Buyer shall not enlarge any rights of third parties under Contracts or arrangements with Buyer or Sellers and nothing herein shall prevent any party from contesting in good faith with any third party any Assumed Liability.

          (b) Notwithstanding Section 1.2(a) or any other provision of this Agreement to the contrary, Buyer shall not assume or otherwise become responsible or liable for, and Sellers shall remain liable for, any and all Retained Liabilities. The Retained Liabilities shall include all claims and alleged claims in the Chapter 11 Case (except to the extent any such claim or alleged claim is an Assumed Liability); provided, however , that nothing herein shall grant or create any rights in favor of the holders of Retained Liabilities or create any priority to right of payment. It is expressly understood and agreed that the Parties intend that none of Buyer, any Member Firm nor any Affiliate of Buyer or a Member Firm, individually or collectively, shall be considered to be a successor to Sellers or to any Seller by reason of any theory of law or equity and that none of Buyer, any Member Firm, nor any Affiliate of Buyer or a Member Firm, individually or collectively, shall have any liability of any Seller or any of its Affiliates except for the Assumed Liabilities.

     1.3 Purchase Price . The aggregate purchase price (the “ Purchase Price ”) to be paid by Buyer (and/or its Affiliates or Member Firms, as applicable) for the Acquired Assets shall be (a) a cash amount equal to the sum of (i) $44,000,000 and (ii) the amount of any Cure Costs related to any Related Contracts that Buyer acquires at the Closing (provided that the portion of the Cure Costs that represents pre-petition amounts for any Related Contract shall not exceed the amount set forth on Schedule 1.3 for such Related Contract) less the GDC India Amount and less the GDC China Amount (the “ Cash Purchase Price ”) and (b) the assumption by Buyer at the Closing of the Assumed Liabilities. The Purchase Price may be adjusted pursuant to the last sentence of Section 6.12 .

     1.4 Closing .

          (a) The Closing shall take place at the offices of Weil Gotshal & Manges at 767 Fifth Avenue, New York, New York 10153 commencing at 9:00 a.m. local time on the second Business Day after the satisfaction or waiver of all the conditions set forth in ARTICLE V (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) or such other date as may be mutually agreeable to the Parties (the “ Closing Date ”). Buyer may elect to extend the date for Closing to (x) a date no later than five (5) Business Days after satisfaction or waiver of all the conditions set forth in ARTICLE V (other than those conditions that by their terms are to be satisfied at the Closing) or (y) June 15, 2009 ( provided , that if the Closing occurs on June 15, 2009, it shall be deemed to be effective as of 11:59 p.m. on such date) by delivering written notice to Sellers. Upon such election to extend the date for Closing, Section 5.2(a) shall have no further force and effect beyond the Closing Date as determined pursuant to the first sentence of this Section 1.4(a) and Buyer shall be deemed to have waived any claim that Sellers have failed to satisfy the conditions set forth in Section 5.2(a) .

          (b) At the Closing: all Acquired Assets shall be sold, transferred, conveyed, assigned and delivered, as applicable, to Buyer;

               (ii) each Seller shall execute and deliver to Buyer a Bill of Sale, upon reasonable and customary terms mutually agreed upon by Buyer and Seller Parent, and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale,

transfer, conveyance and assignment to Buyer of valid ownership of and good title to, or valid rights to use, the Acquired Assets being transferred at the Closing;

               (iii) Buyer shall execute and deliver to each applicable Seller an Instrument of Assumption, upon reasonable and customary terms mutually agreed upon by Buyer and Seller Parent, with respect to all Assumed Liabilities being assumed at the Closing;

               (iv) Sellers shall deliver or cause to be delivered a copy of the Approval Order;

               (v) Buyer and each Seller or necessary Subsidiary of a Seller (including a Subsidiary identified by Buyer) shall execute and deliver to each other duly executed counterparts of a cross-license agreement substantially in the form attached hereto as Exhibit A (the “ Cross-License Agreement ”);

               (vi) Buyer, on the one hand, and the applicable Sellers and their Subsidiaries, on the other hand, shall execute and deliver to each other duly executed counterparts to a transition services agreement substantially in the form attached hereto as Exhibit B (the “ Transition Services Agreement ”);

               (vii) each Seller, on behalf of itself and its Subsidiaries, shall execute and deliver to Buyer an irrevocable release, in form and substance to Buyer’s reasonable satisfaction, pursuant to which each of such Seller and its Subsidiaries releases from their respective employment, confidentiality, non-compete, non-solicitation and related obligations to any Seller or any Subsidiary of any Seller (A) each of the current or former employees of any Seller or any of such Seller’s Subsidiaries set forth on a list separately provided by Buyer to Seller Parent on the date of this Agreement and (B) each New Buyer Employee (collectively, the “ Released Employees ”), and any such release shall be enforceable by Buyer and by the applicable Released Employee; provided , that the releases described in this Section 1.4(b)(vii) shall not include (x) covenants not to disclose confidential information of Sellers or any of their clients to any Person other than Buyer, any Member Firm or any Affiliate of Buyer or a Member Firm, (y) covenants not to solicit for employment those individuals who are employees of Sellers as of the Closing for so long as such individuals remain employees of Sellers or (z) only with respect to those current or former employees of Seller described in clause (A) above, covenants not to solicit any client that is a party to an Excluded Customer Contract to cease or refrain from doing business with Sellers for the type of business covered by such Excluded Customer Contract;

               (viii) each Seller, on behalf of itself and its bankruptcy estate, shall execute and deliver to Buyer a full and irrevocable release, in form and substance to Buyer’s satisfaction, of all Avoidance Actions against any counterparty to an Assigned Contract, which release shall have been approved by the Approval Order and which release shall be enforceable by Buyer;

               (ix) Sellers shall transfer to Buyer all Acquired Books and Records, provided that Sellers shall be permitted to retain a copy of any such materials that are transferred to Buyer;

               (x) Buyer shall pay to Sellers the Purchase Price less the Deposit (subject to Section 1.8 ) and less the sum of the GDC India Amount and the GDC China Amount, by wire transfer or other delivery of immediately available funds to an account designated by Sellers.

               (xi) Buyer and Sellers shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; and

               (xii) Buyer and Sellers shall provide such other customary closing deliverables as are reasonably necessary and requested by Buyer or Sellers, as applicable.

     1.5 Right to Modify; Cure Costs .

          (a) Availability of Contracts . Sellers shall make available to Buyer unredacted, complete and accurate copies of all Customer Contracts and Related Contracts and all amendments thereto within five (5) days after the date of this Agreement in the case of a Customer Contract or Related Contract entered into or submitted prior to the date hereof and not previously made available to Buyer in an unredacted, complete and accurate form. In the case of any Customer Contract or Related Contract that any Seller proposes to enter into after the date of this Agreement, Sellers promptly shall make available to Buyer unredacted, complete and accurate copies of such Customer Contract or Related Contract and a copy of any material correspondence related thereto prior to the execution of such Customer Contract or Related Contract by a Seller (but in no event fewer than five (5) Business Days prior to Closing).

          (b) Additional Information Regarding Unlisted Contracts . Prior to the Closing Date, Buyer may reasonably request from Sellers additional information with respect to any Customer Contract or Related Contract which is not set forth on Schedule 1.1(a) — Part A on the date hereof, including any Customer Contract or Related Contract listed on Schedule 1.1(b) (so long as such Customer Contract has not been transferred to a third party) or any Customer Contract or Related Contract entered into or submitted after the date hereof (each, an “ Unlisted Contract ”), along with identification and unredacted, complete and accurate copies of such Unlisted Contract and all Additional Related Contracts, which copies shall promptly be delivered to Buyer.

          (c) Addition of Unlisted Contracts to Schedule 1.1(a) — Part A . From the date hereof until five (5) Business Days prior to the Closing, Buyer shall have the right, upon written notice to Seller Parent, but without any effect on the Purchase Price, to (i) include any Unlisted Contract on Schedule 1.1(a) — Part A as an Assigned Customer Contract or an Assigned Related Contract and (ii) include any Additional Related Contract in respect to any Unlisted Contract identified pursuant to clause (i) on Schedule 1.1(a) — Part A as a Related Contract; provided that Buyer is under no obligation to include on Schedule 1.1(a) — Part A as a Related Contract any or all of the Additional Related Contracts which are related to any Unlisted Contract identified pursuant to clause (i). If Buyer does not choose to include an Unlisted Contract or Additional Related Contract on Schedule 1.1(a) — Part A pursuant to this clause (ii), then such Unlisted Contract or Additional Related Contract shall be retained by Sellers as an Excluded Asset.

          (d) Removal of Contracts from Schedule 1.1(a) — Part A . From the date hereof until five (5) Business Days prior to the Closing, Buyer shall have the right, upon written notice to Seller Parent, but without any effect on the Purchase Price, (x) to remove any Customer Contract or Related Contract from Schedule 1.1(a) — Part A (whether such Assigned Customer Contract or Assigned Related Contract was listed on Schedule 1.1(a) — Part A on or after the date hereof) for any of the reasons listed below, (y) in the event that any Customer Contract is removed pursuant to the foregoing clause (x), to remove any Related Contract related to such Customer Contract from such Schedule and (z) in the event that any Related Contract is removed pursuant such clause (x), to remove any related Customer Contract from such Schedule:

               (i) such Customer Contract or Related Contract has outstanding Cure Costs that are not satisfied at or prior to the Closing pursuant to Section 1.5(j) ;

               (ii) Buyer determines, in its sole discretion, that such Customer Contract is, or may become, a Prohibited Customer Contract or that such Related Contract is, or may become, a Prohibited Related Contract as contemplated in Section 1.5(e) ;

               (iii) (A) Buyer determines that any employee specifically named by the terms of such Customer Contract to perform the obligations and provide the services under such Customer Contract is not reasonably expected to accept employment with the Buyer as of the Closing Date after Buyer has made an offer of employment to such employee pursuant to Section 4.5(b) or (B) Buyer determines that, in light of the number of other Business Employees and/or employees of the GDC China Subsidiary or the GDC India Subsidiary who are not reasonably expected to accept employment with Buyer or an Affiliate, the ability of Buyer to perform such obligations and provide such services in accordance with the requirements of such Customer Contract would be materially impaired;

               (iv) Buyer determines that the services to be provided or the expected revenues to be collected pursuant to such Customer Contract have been substantially completed or collected;

               (v) the applicable Seller to which such Customer Contract or Related Contract relates has received notice or otherwise has become aware that the counterparty to such Customer Contract or Related Contract has provided notice of termination, or has indicated it is or will be terminating such Customer Contract or Related Contract prior to the Closing;

               (vi) Buyer has not received at least five (5) Business Days prior to the Closing unredacted, complete and accurate copies of such Customer Contract or Related Contract and all material related correspondence;

               (vii) Buyer determines such Customer Contract or Related Contract has any Exclusionary Terms;

               (viii) (A) Buyer determines that performance of such Customer Contract or Related Contract by Buyer after the Closing is likely to result in the recognition of a loss or that the estimated costs to complete the remaining obligations under such Customer Contract are likely to exceed the remaining revenues payable under such Customer Contract or (B) any of the

representations and warranties set forth in Section 2.7 (Contracts) or Section 2.13 (Accounts Receivable; Backlog; Deferred Revenue) are not true and correct in any material respect in relation to such Customer Contract or Related Contract at Closing, or any of the information provided by Sellers in the Data Room or otherwise to Buyer with respect to such Customer Contract or Related Contract is inaccurate or misleading in any material respect (with “materiality” for the purpose of this clause (B) being determined solely in respect of the value of such individual Customer Contract or Related Contract and without giving effect to any materiality qualifiers contained in the afore-numerated representations and warranties); or

               (ix) Buyer determines it is in its best interest not to acquire any Related Contract.

Prior to Closing, Buyer shall indicate in writing to Seller Parent the specific sub-section(s) of this Section 1.5(d) pursuant to which Buyer has removed any Customer Contract from the list of Assigned Customer Contracts or has removed any Related Contract from the list of Assigned Related Contracts. Any Customer Contract removed from the list of Assigned Customer Contracts on Schedule 1.1(a) pursuant to this Section 1.5(d) shall immediately be deemed an Excluded Customer Contract, and any Related Contract removed from the list of Assigned Related Contracts on Schedule 1.1(a) pursuant to this Section 1.5(d) shall immediately be deemed an Excluded Related Contract. Schedule 1.1(a) and Schedule 1.1(b) shall be amended to reflect any changes made in accordance with this Section 1.5(d) .

          (e) Prohibited Contracts . If Buyer determines, from the date hereof until five (5) Business Days prior to the Closing Date, that any Assigned Customer Contract may be, or may become, a Prohibited Customer Contract or that any Assigned Related Contract may be, or may become, a Prohibited Related Contract, it shall give notice of such determination to Seller Parent and shall promptly thereafter use its Reasonable Best Efforts to determine whether such Contract is in fact a Prohibited Customer Contract or Prohibited Related Contract. Sellers shall use their Reasonable Best Efforts to provide Buyer with such additional information as it may need to make such determination. Buyer may at any time designate any Customer Contract that it believes may be, or may become, a Prohibited Customer Contract as an Excluded Customer Contract, may designate any Related Contract that it believes is, or may become, a Prohibited Related Contract as an Excluded Related Contract and, in the latter case, may designate any Customer Contract related to such Excluded Related Contract as an Excluded Customer Contract.

          (f) Determination by Buyer . From the Approval Date until five (5) Business Days prior to the Closing, Buyer shall use its Reasonable Best Efforts to (i) review all Customer Contracts and Related Contracts listed on Schedule 1.1(a) — Part A and Schedule 1.1(b) as promptly as practicable after the Approval Date for the purpose of determining whether any addition or removal should be made pursuant to Section 1.5(d) or (e) and (ii) notify Seller Parent in writing as promptly as practicable after making any such determination.

          (g) Substitute Purchasers . Prior to the Closing Date, Buyer shall have the right to direct Sellers in writing to assign at the Closing any Customer Contract(s) and any Related Contract(s) relating to such Customer Contract(s) to one or more Substitute Purchasers subject to the delivery to Sellers of each such Substitute Purchaser’s adequate assurance of

performance of the Customer Contract(s) and/or Related Contract(s) to be acquired by it. If so requested by Buyer, Sellers shall also assign to any such Substitute Purchaser any Acquired Receivables and/or Acquired WIP relating to any such Customer Contract and shall negotiate in good faith a Transition Services Agreement, for which Sellers shall be entitled to reasonable compensation, and/or Cross License Agreement with such Substitute Purchaser comparable to the Transition Services Agreement and Cross License Agreement to be executed and delivered by Sellers and Buyer hereunder to the extent that the rights and services provided for thereunder are required for such Substitute Purchaser to perform such assigned Customer Contract(s) and/or Related Contract(s). In the event that Buyer designates any Substitute Purchaser to acquire any Customer Contract(s) and/or Related Contract(s) hereunder, unless the context requires otherwise, any reference to Buyer in this Agreement shall be deemed to be a reference to Buyer and/or such Substitute Purchaser, as applicable.

          (h) Further Assurance . At the Closing, any Customer Contract not specifically set forth on Schedule 1.1(a) — Part A shall not be an Assigned Customer Contract, and any Related Contract not specifically set forth on Schedule 1.1(a) — Part A shall not be an Assigned Related Contract. Notwithstanding the foregoing, in the event that, subsequent to the Closing, Buyer determines that (i) one or more Customer Contracts existed on or prior to the Closing Date, the existence of which were not disclosed to Buyer prior to the Closing and (ii) such Customer Contracts have not terminated and have not been transferred to, or subject to a binding agreement for a transfer to, a third party, then, upon the request of Buyer, Sellers shall (x) cooperate in good faith with Buyer to transfer such Customer Contracts to Buyer (or a Substitute Purchaser) without additional consideration and (y) permit Buyer (or such Substitute Purchaser) to make offers of employment to those employees of the Sellers who provide services in connection with such Customer Contracts.

          (i) Assignment and Assumption pursuant to Section 365 of the Bankruptcy Code . At the Closing, each Seller that is a party to an Assigned Contract shall assume and assign such Assigned Contract to Buyer pursuant to Section 365 of the Bankruptcy Code.

          (j) Cure Costs . At least two (2) days prior to the Closing, Sellers shall deliver Schedule 1.5(j) , which shall set forth all Cure Costs known to Sellers as of such date. Subject to Section 4.3(f) , Sellers shall be responsible and liable for, and shall pay or cause to be paid on or before the Closing, all Cure Costs.

          (k) No Adjustment to Purchase Price . For the avoidance of doubt, no change to any Schedule pursuant to this Section 1.5 shall result in a adjustment to the Purchase Price (except with respect to any Cure Costs related to any Assigned Related Contracts).

     1.6 Absolute Sale . Subject to the Approval Order, Sellers’ sale, transfer, conveyance, assignment and delivery of the Acquired Assets to Buyer shall be free and clear of all liens, claims, encumbrances and other interests, including Security Interests, of any kind or character, except for the Assumed Liabilities, and at the Closing, Buyer will become the true and lawful owner of, and will receive good title to, or (in the case of Acquired Assets that are licensed to Buyer) valid rights to use, the Acquired Assets, free and clear of all liens, claims, encumbrances and other interests, including Security Interests, of any kind or character other than as created by Buyer.

     1.7 Further Assurances . At any time and from time to time upon or after the Closing, at the request of Buyer and without further consideration, Sellers shall execute and deliver or cause their applicable Affiliates to execute and deliver such other instruments of sale, transfer, conveyance and assignment and take such actions as Buyer may reasonably request to effectively transfer, convey and assign to Buyer on the terms set forth in this Agreement, and to confirm Buyer’s rights to, title in and ownership of, the Acquired Assets pursuant to this Agreement, and to place Buyer in actual possession and operating control of the Acquired Assets, including requesting third parties to consent to transfer or assignment or to execute releases.

     1.8 Good Faith Deposit .

          (a) In accordance with the Bidding Procedures, Buyer has delivered to JPMorgan Chase Bank, N.A. (the “ Deposit Escrow Agent ”) cash in the amount of One Million Two Hundred and Fifty Thousand Dollars ($1,250,000) as an earnest money deposit (the “ Deposit ”), to be held in escrow pursuant to the terms and conditions of a customary escrow agreement which shall provide for a release of the Deposit as provided in this Section 1.8 .

          (b) If the Closing occurs, Sellers and Buyer shall jointly instruct the Deposit Escrow Agent to release the Deposit to Sellers at the Closing as partial payment of the Cash Purchase Price.

          (c) If the Closing does not occur and (i) this Agreement is terminated by Sellers pursuant to Section 7.1(c) hereto, (ii) Sellers file a suit for damages against Buyer in a court of competent jurisdiction not later than thirty (30) days after such termination of this Agreement and (iii) a final, non-appealable order is issued by a court of competent jurisdiction with respect to the amount of damages for which Buyer is liable for such material breach (the “ Adjudicated Damages ”), (x) Sellers shall be entitled to instruct the Deposit Escrow Agent to release such portion of the Deposit in an amount equal to the Adjudicated Damages to Sellers and (y) Buyer shall be entitled to instruct the Deposit Escrow Agent to release to Buyer the remainder of the Deposit, if any, in each case, as promptly as practicable, but in no event later than five (5) Business Days following the Deposit Escrow Agent’s receipt of such instructions; provided that in the event the claim for damages submitted to a court of competent jurisdiction by Sellers is less than One Million Two Hundred and Fifty Thousand Dollars ($1,250,000), then Buyer shall be entitled to instruct the Deposit Escrow Agent to release to Buyer that portion of the Deposit that exceeds the damages claimed by Sellers as promptly as practicable, but in no event later than five (5) Business Days following the Deposit Escrow Agent’s receipt of such instructions.

          (d) If the Closing does not occur and (i) this Agreement is terminated for any reason other than pursuant to Section 7.1(c) hereto or (ii) Sellers do not file suit for damages against Buyer in a court of competent jurisdiction on or before thirty (30) days after termination of this Agreement pursuant to Section 7.1(c) hereto, Buyer shall be entitled to instruct the Deposit Escrow Agent to release the Deposit, as promptly as practicable, but in no event later than five (5) Business Days following the Deposit Escrow Agent’s receipt of such instructions, to Buyer.

          (e) Pending its release pursuant to the foregoing provisions of this Section 1.8 , the Deposit shall be held by the Deposit Escrow Agent in an interest bearing escrow account. Notwithstanding anything contained herein to the contrary, any interest which has accrued with respect to the Deposit shall be released to the Buyer from time to time in accordance with Buyer’s instructions to the Deposit Escrow Agent.

          (f) Sellers and Buyer agree to prepare, execute and deliver such written instructions as the other party or the Deposit Escrow Agent may reasonably request to ensure that the Deposit is released in accordance with this Section 1.8 .

          (g) Nothing in this Section 1.8 shall be deemed to constitute a limitation on damages or limit any remedies otherwise available to any Seller.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLERS

     Sellers jointly and severally represent and warrant to Buyer that, except as set forth in the Disclosure Schedule, the statements contained in this ARTICLE II are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). Sellers jointly and severally represent and warrant to Buyer that, with respect to additional assets, interests or rights that are initially designated as Acquired Assets after the date hereof consistent with Section 4.6 , except as set forth in the Disclosure Schedule as it may have been updated solely with respect to such additional assets, interests or rights consistent with Section 4.6 , the statements contained in this ARTICLE II are true and correct as of the time such additional assets, interests and rights are so initially designated and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). The Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this ARTICLE II . The disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this ARTICLE II only to the extent it is reasonably apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. For purposes of this ARTICLE II , the phrase “to the knowledge of Sellers” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers of each Seller, as well as any other knowledge that such executive officers would have possessed had they made reasonable inquiry of appropriate employees and agents of the applicable Seller with respect to the matter in question.

     2.1 Organization . Each Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

     2.2 Authorization of Transaction . Subject to the Approval Order, (a) each Seller has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it will be a party and to perform its obligations hereunder and thereunder; (b) the execution and delivery by each Seller of this Agreement and the Ancillary Agreements to which it will be a party and the performance by each Seller of this Agreement and the Ancillary Agreements to which it will be a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or limited liability company action on the part of each Seller; (c) this Agreement has been duly and validly executed and delivered by each Seller and constitutes a valid and binding obligation of each Seller, assuming the due authorization, execution and delivery by Buyer, enforceable against each Seller in accordance with its terms; and (d) each of the Ancillary Agreements, upon its execution and delivery by each Seller that will be a party thereto and assuming the due authorization, execution and delivery by Buyer, will constitute a valid and binding obligation of the applicable Seller, enforceable against such Seller in accordance with its terms.

     2.3 Noncontravention . Subject to the Procedures Order and the Approval Order, neither the execution and delivery by any Seller of this Agreement or any of the Ancillary Agreements to which such Seller will be a party nor the consummation by any Seller of the transactions contemplated hereby or thereby will (a) conflict with or violate any provision of the charter, by-laws or governing documents of any Seller, (b) require on the part of any Seller or any of its Subsidiaries any material notice to or filing with, or any material permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any Person the right to terminate, modify or cancel, or require any notice, consent or waiver under, any Assigned Contract, (d) result in the imposition of any Security Interest upon any of the Acquired Assets or (e) violate any material order, writ, injunction, judgment, decree or Law applicable to any Seller or any of its Subsidiaries or any of their properties or assets.

     2.4 Tax Matters .

          (a) Each Seller has properly filed on a timely basis all material Tax Returns that it was required to file, and all such Tax Returns were true, correct and complete in all material respects. Each Seller has paid on a timely basis all material Taxes that were due and payable the non-payment of which would result in a lien. All material Taxes that each Seller was required by Law to withhold or collect have been duly withheld or collected and, to the extent required, have been properly paid to the appropriate Governmental Entity.

          (b) Sellers have delivered or made available to Buyer (i) complete and correct copies of all material Tax Returns relating to Taxes in respect to the Acquired Assets for all taxable periods for which the applicable statute of limitations has not yet expired and (ii) complete and correct copies of all material revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements and any similar documents submitted by, received by or agreed to by or on behalf of a Seller relating to such Taxes for all taxable periods for which the statute of limitations has not yet expired. To Seller’s knowledge, no examination or audit of any

such Tax Return of any Seller by any Governmental Entity is currently in progress or, to the knowledge of Sellers, threatened or contemplated the resolution of which would reasonably be expected to result in a material tax liability. No Seller has been informed by any jurisdiction that the jurisdiction believes that a Seller was required to file any such Tax Return that was not filed.

     2.5 Ownership and Condition of Assets . Sellers are the true and lawful owners of, and have good title to, or have valid right to use, all of the Acquired Assets, free and clear of all Security Interests other than Permitted Liens. At Closing, Sellers will convey (or cause to be conveyed) to Buyer good and valid title to all the Acquired Assets free and clear of all Security Interests (other than the Assumed Liabilities) in accordance with the Approval Order.

     2.6 Intellectual Property .

          (a) The Seller Intellectual Property assigned to Buyer hereunder, together with the Intellectual Property licensed to Buyer under the Cross-License Agreement and the Intellectual Property provided in connection with the services provided to Buyer under the Transition Services Agreement, constitutes all of the Intellectual Property that is currently used by a Seller in the performance of, or necessary for the performance of all obligations assumed by Buyer under, the Assigned Customer Contracts.

          (b) To the knowledge of Sellers, (i) all material Seller Owned Intellectual Property is valid, subsisting and enforceable, and (ii) the Sellers own or otherwise hold valid rights to use all Seller Intellectual Property.

          (c) To the knowledge of Sellers, in the conduct of the business to which the Acquired Assets relate, no Seller is infringing, violating or misappropriating any Intellectual Property Rights of any Person in any material respect. No suit, action, reissue, reexamination, interference, arbitration, mediation, opposition, cancellation or other proceeding to which any Seller is a party (collectively, “ Suit ”) is pending concerning any claim or position that any Seller has violated, in the conduct of the businesses to which the Acquired Assets relate, any Intellectual Property of another Person, nor, to Seller’s knowledge, has any such Suit been threatened in writing.

          (d) To the knowledge of Sellers, no Person is infringing, violating or misappropriating any Seller Owned Intellectual Property in any material respect.

     2.7 Contracts . Section 2.7 of the Disclosure Schedule sets forth a complete and accurate list of all Customer Contracts (including the Customer Contract to which any Bid corresponds) as of March 31, 2009, which list shall be updated pursuant to Section 4.6 . Sellers have provided or made available to Buyer a complete and accurate copy of each Assigned Contract. Each such Assigned Contract is a legal, valid, binding and enforceable agreement of the Seller party thereto and to the knowledge of Sellers is in full force and effect. No Seller nor, to the knowledge of Sellers, any other party, is in breach or violation of, or default under, any such Assigned Contract, and no event has occurred, is pending or, to the knowledge of Sellers, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by such Seller or, to the knowledge of Sellers, any other Person under such Contract or Bid. Subject to the Approval Order, each such Assigned Contract is assignable

by the applicable Seller to Buyer without the consent or approval of any Person (except as set forth in Section 2.3 of the Disclosure Schedule ) and will continue to be a legal, valid, binding and enforceable agreement of the Seller party thereto and to the knowledge of Sellers in full force and effect immediately following the Closing, in accordance with the terms thereof as in effect immediately prior to the Closing.

     2.8 Permits . Section 2.8 of the Disclosure Schedule sets forth a complete and accurate list of all Permits included in the Acquired Assets. To Sellers’ knowledge, each such Permit is in full force and effect; the applicable Seller is in compliance in all material respects with the terms of each such Permit; and, to the knowledge of Sellers, no suspension or cancellation of such Permit is threatened and there is no basis for believing that such Permit will not be renewable upon expiration. Subject to the Approval Order, each such Permit is assignable by the applicable Seller to Buyer without the consent or approval of any party and, to Sellers’ knowledge, will continue to be in full force and effect immediately following the Closing as in effect immediately prior to the Closing.

     2.9 Employees .

          (a) The Sellers have separately provided to Buyer a list of the Designated Employees that is complete and accurate as of the date of this Agreement, showing for each such Designated Employee: (i) name, position held, annual base salary and target incentive compensation, (ii) the date of hire, (iii) city and state of residence and of primary employment (separately identifying any Designated Employees who participate in Sellers’ work from home program), (iv) whether such Designated Employee is being seconded to a Seller, is an independent contractor or is an employee of any Person other than a Seller, (v) the liabilities of Sellers, as of the date of this Agreement (and as updated pursuant to Section 4.6 ), for accrued pay for “personal days” (which are comprised of vacation days, sick days and personal days) for each Designated Employee and (vi) Sellers’ good faith estimate of any additional accruals of such “personal days” for each Designated Employee during the period commencing on the date hereof (or such later date as requested by Buyer) and ending on May 31, 2009. As of the date of this Agreement, to the knowledge of Sellers, no Designated Employee or group of Designated Employees has provided any Seller with written notice of any plans to terminate employment with a Seller or any Subsidiary of a Seller (other than for the purpose of accepting employment with Buyer following the Closing).

          (b) Except to the extent that it would not subject Buyer, any Member Firm or any Affiliate of Buyer or a Member Firm to any liability, there are no actions, suits, claims, labor disputes or grievances pending, or, to the knowledge of Sellers, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Business Employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in any material liability to a Seller or any Subsidiary of a Seller. To the knowledge of Sellers, there has been no Legal Proceeding pending, or threatened in writing, during the twelve (12) months immediately preceding the date hereof that involved any material claim that any Designated Employee, in his or her capacity as such, or any Seller, with respect to any Designated Employee, violated any Law with respect to labor, safety or discrimination or employment matters. No Seller or any Subsidiary of a Seller has engaged in any unfair labor practices within the meaning of the

National Labor Relations Act. No Seller is presently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Business Employees and no collective bargaining agreement is being negotiated with respect to Business Employees.

          (c) Except to the extent that it would not subject Buyer, any Member Firm or any Affiliate of Buyer or a Member Firm to any liability, the Sellers and their ERISA Affiliates are in compliance in all material respects with all applicable Laws respecting employment, employment practices, including terms and conditions of employment and wages and hours, employment discrimination, employee classification, workers’ compensation, family and medical leave, the Immigration Reform and Control Act and occupational safety and health requirements, in each case, with respect to Designated Employees and there are no pending or, to the knowledge of Sellers, any threatened or reasonably anticipated claims, controversies, government investigations or suits with respect to any such matters, any employment arrangements, any worker’s compensation policy or any long term disability policy with respect to any Designated Employees.

          (d) Except to the extent that it would not subject Buyer, any Member Firm or any Affiliate of Buyer or a Member Firm to any liability, as of the date hereof, no Seller within the past twelve (12) months has caused (i) a plant closing as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “ WARN Act ”), affecting any site of employment or one or more operating units within any site of employment of any Seller or (ii) a mass layoff as defined in the WARN Act, nor has any Seller been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any state or local Law similar to the WARN Act. Except to the extent that it would not subject Buyer, any Member Firm or any Affiliate of Buyer or a Member Firm to any liability, no Business Employee has suffered or is anticipated to suffer an employment loss as defined in the WARN Act within the ninety (90) day period ending on the Closing Date.

          (e) Section 2.9(e) of the Disclosure Schedule lists all Designated Employees of a Seller in the United States who as of the date hereof are not citizens or permanent residents of the United States, and indicates immigration status and the date work authorization is scheduled to expire. Section 2.9(e) of the Disclosure Schedule lists and describes all expatriate contracts that a Seller has in effect as of the date hereof with any Designated Employee and all employment contracts and independent contractor arrangements covering any Designated Employee providing services outside the country in which they are nationals. To the knowledge of Sellers, each Designated Employee of the Sellers working in a country other than one of which such Designated Employee is a national has a valid work permit or visa enabling him or her to work lawfully in the country in which such individual is employed.

     2.10 Employee Benefits .

          (a) The Data Room contains complete and accurate copies of all Seller Plans covering Designated Employees. Sellers have made available to Buyer complete and accurate copies of all Seller Plans that have been reduced to writing and written summaries of all unwritten Seller Plans, in each case applicable to Designated Employees.

          (b) Except to the extent that it would not subject Buyer, any Member Firm or any Affiliate of Buyer or a Member Firm to any liability:

               (i) each Seller Plan has been administered in all respects in accordance with its terms and each Seller and its ERISA Affiliates have in all respects met their obligations with respect to each Seller Plan;

               (ii) there are no Legal Proceedings (except claims for benefits payable in the normal operation of the Seller Plans and proceedings with respect to qualified domestic relations orders) against or involving any Seller Plan or asserting any rights or claims to benefits under any Seller Plan, in each case with respect to the Designated Employees; and

               (iii) no Seller nor any ERISA Affiliate has ever maintained, established, sponsored, participated in, contributed to, or had or could have any obligation to, any (i) Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code, (ii) multiple employer plan or to any plan described in Section 413 of the Code or (iii) Multiemployer Plan.

          (c) All the Seller Plans covering Designated Employees that are intended to be qualified under Section 401(a) of the Code are so qualified and have received determination letters from the IRS to the effect that such Seller Plans are qualified and the plans and the trusts related thereto are exempt from federal Income Taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination letter has been revoked and revocation has not been threatened, and no such Seller Plan has been amended since the date of its most recent determination letter in any respect, and no act or omission has occurred, that would adversely affect its qualification.

     2.11 Litigation . Except for the Chapter 11 Case and any motion, application, pleading or order filed in the Chapter 11 Case that relates to this Agreement or the Ancillary Agreements, the Procedures Order and/or the Approval Order, there is no Legal Proceeding or, to the knowledge of Sellers any investigation, that is pending or has been threatened in writing that relates in any material respect to the Acquired Assets or in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement. Except to the extent that it would not subject Buyer, any Member Firm or any Affiliate of Buyer or a Member Firm to any liability or restrict the ownership or impair Buyer’s use of the Acquired Assets in any material respect, there is no judgment, order, injunction or decree outstanding against any Seller that is related to the Acquired Assets.

     2.12 Legal Compliance . Each Seller and its Subsidiaries is presently conducting, and has at all times since January 1, 2008 conducted, the businesses to which the Acquired Assets relate in compliance in all material respects with applicable Law. No Seller has received any notice or communication from any Governmental Entity alleging noncompliance by it with any applicable Law.

     2.13 Accounts Receivable; Backlog; Deferred Revenue .

          (a) The “AR Aging USD for April 2009” report dated May 12, 2009 and provided to Buyer in the Data Room is a true and complete list of all Accounts Receivable as of April 30, 2009 and the aging thereof. All Accounts Receivable have arisen in connection with bona fide transactions and in respect of services performed in a professional manner in all material respects in accordance with the material terms of the relevant engagement. All Accounts Receivable have been recorded in the ordinary course of business consistent with past practice in all material respects. There is no material claim for nonpayment or offset of any Accounts Receivable or portion thereof. Except as expressly provided for in the applicable Customer Contract, no Seller has granted, or agreed to grant, any material rebates, concessions, discounts, write-offs or allowances with respect to any Accounts Receivable or with respect to any current Client engagements or proposed engagements.

          (b) The “CS Revenue, Backlog & Gross Margin Report” for the three months ended March 31, 2009 and provided to Buyer in the Data Room is a true and complete list of net revenue backlog as to each Customer Contract listed in such report and represents in all material respects an equitable allocation of the overall fees for such engagements based on the costs incurred by Sellers with respect to the services already performed and the costs that remain to be incurred by Buyer to complete such engagement.

          (c) The “CS Revenue, Backlog & Gross Margin Report” for the four months ended April 30, 2009 and provided to Buyer in the Data Room is a true and complete list of net revenue backlog as to each Customer Contract listed in such report and represents in all material respects an equitable allocation of the overall fees for such engagements based on the costs incurred by Sellers with respect to the services already performed and the costs that remain to be incurred by Buyer to complete such engagement, in each case taking into account intraquarter closing procedures.

          (d) The “Unbilled Revenue in US Currency for April 2009” report dated May 12, 2009 and provided to Buyer in the Data Room is a true and complete list of Deferred Revenue for each Customer Contract as of April 30, 2009.

     2.14 Foreign Corrupt Practices Act . None of the Assigned Contracts or Designated Employees were involved in the matters that gave rise to the potential exposure to liability under the Foreign Corrupt Practices Act described in Seller Parent’s Form 10-K for the fiscal year ended December 31, 2004.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer represents and warrants to Sellers that the statements contained in this ARTICLE III are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing.

     3.1 Organization and Power . Buyer is a limited liability partnership duly organized, validly existing and in good standing under the laws of the State of Delaware.

     3.2 Authorization of the Transaction . Buyer has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer of this Agreement and the Ancillary Agreements and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, assuming the due authorization, execution and delivery by each Seller, enforceable against it in accordance with its terms. Each of the Ancillary Agreements, upon its execution and delivery by Buyer and assuming the due authorization, execution and delivery by each Seller that will be a party thereto, will constitute a valid and binding obligation of Buyer, enforceable against it in accordance with its terms.

     3.3 Noncontravention . Neither the execution and delivery by Buyer of this Agreement or any of the Ancillary Agreements nor the consummation by Buyer of the transactions contemplated hereby or thereby will (a) conflict with or violate any provision of the certificate of formation of Buyer, (b) require on the part of Buyer any material notice to or filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Buyer is a party or by which it is bound or to which any of its properties or assets is subject, or (d) violate any material order, writ, injunction, judgment, decree or Law applicable to Buyer or any of its properties or assets.

     3.4 Legal Proceedings . Except for the Chapter 11 Case and any motion, application, pleading or order filed in the Chapter 11 Case that relates to this Agreement or the Ancillary Agreements, the Procedures Order and/or the Approval Order, no Legal Proceeding is pending or, to the knowledge of the Buyer, threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would affect adversely the right of Buyer to own, operate or control any of the Acquired Assets.

     3.5 Sufficient Funds . Buyer has, and on the Closing Date Buyer will have, sufficient funds on hand to consummate the transactions contemplated by this Agreement. Buyer acknowledges that it shall not be a condition to the obligations of Buyer to consummate the transactions contemplated hereby that Buyer have sufficient financial resources for payment of the Cash Purchase Price.

ARTICLE IV

PRE-CLOSING COVENANTS

     4.1 Closing Efforts . Each of the Parties shall use its Reasonable Best Efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including using its Reasonable Best Efforts to ensure that the deliverables to be provided by it at the Closing are delivered on a timely basis, including entering into and causing its Affiliates to enter into good faith negotiations to reach agreement on the terms of the Ancillary Agreements to be provided at the Closing, and to obtain all necessary

consents and approvals with respect to such agreements. The provisions of this ARTICLE IV shall be subject to the terms of the Procedures Order.

     4.2 Governmental and Third-Party Notices and Consents .

          (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement, to otherwise comply with all applicable Laws in connection with the consummation of the transactions contemplated by this Agreement and to permit Buyer to own the Acquired Assets following the Closing.

          (b) Sellers shall use their Reasonable Best Efforts to obtain, at their expense, all waivers, consents or approvals from third parties, and to give all such notices to third parties, as may be required for such Sellers to consummate the transactions contemplated by this Agreement, to otherwise comply with all applicable Laws in connection with the consummation of the transactions contemplated by this Agreement, and to permit Buyer to own the Acquired Assets following the Closing, including those waivers, consents, approvals, and notices listed in Section 2.3 of the Disclosure Schedule ; provided , that, in connection with using such Reasonable Best Efforts, except as provided in Section 1.5(j) , no Seller shall be required to (i) incur, admit or consent to any liability or obligation or (ii) make more than a nominal out-of-pocket expenditure; and provided further, that any failure to cure such breach or default shall not constitute a breach of this Section 4.2(b) so long as Sellers use their Reasonable Best Efforts to cure such breach. If a counterparty to an Assigned Contract indicates orally or in writing that there is a material breach, default or basis for a breach or default under such Assigned Contract, Sellers shall as soon as it is reasonably practicable inform Buyer, and Sellers shall, and shall cause their applicable Subsidiaries to, and Buyer shall cooperate with Sellers in accordance with Section 4.3(f) , cure such breach or default and resolve such basis for a breach or default prior to the Closing to Buyer’s satisfaction. Sellers shall reasonably cooperate with Buyer in introducing Buyer or permitting Buyer to have access to the counterparties to the Customer Contracts and the Related Contracts. Sellers shall keep Buyer reasonably informed, including providing copies of correspondence and other material information, on a timely basis, as to the status of Sellers’ efforts to cure such breach or default or resolve such basis for a breach or default.

     4.3 Bankruptcy Covenants .

          (a) [ Intentionally Omitted .]

          (b) No Seller shall, or shall file a motion seeking to, assume or reject any Assigned Contract under 11 U.S.C. § 365 without the prior written consent of Buyer. Sellers shall, as soon as reasonably practicable following entry of the Procedures Order (or, for any Customer Contracts or Related Contracts added to Schedule 1.1(a) — Part A pursuant to Section 1.5 , as soon as reasonably practicable following such designation), notify all parties to the Assigned Contracts that (i) Sellers intend to assume and assign such Assigned Contracts to Buyer, (ii) all Cure Costs payable in connection with such assumption and assignment, which will be made a part of such notice, and (iii) such parties must file any objection to such

assumption and assignment or such Cure Costs by the deadline set forth in the Procedures Order or else waive and be estopped from any objection to such assumption and assignment or such Cure Costs.

          (c) Buyer and Sellers agree to use Reasonable Best Efforts to cause the Bankruptcy Court to enter an order of the Bankruptcy Court approving the sale of the Acquired Assets and the GDC China Equity to, and assumption of Assumed Liabilities by, Buyer and the execution and delivery of the GDC China Purchase Agreement, which order shall be in form and substance satisfactory to Sellers and Buyer (the “ Approval Order ”). Sellers agree to provide to Buyer a draft of the Approval Order, and Buyer agrees to promptly advise Sellers in writing of any changes that it requires for such draft Approval Order to be in form and substance satisfactory to Buyer. Sellers and Buyer shall thereafter cooperate to reach agreement on a form of Approval Order that is satisfactory to each party (and any other parties in interest) and such agreed form of Approval Order shall be submitted to the Bankruptcy Court for its approval. If Sellers thereafter propose any changes to such form of Approval Order, Sellers shall promptly notify Buyer. If prior to, during or after the hearing on the motion seeking approval of such form of Approval Order, the Bankruptcy Court makes any such changes or any other modifications to such form of Approval Order, Sellers and Buyer shall be required to raise any objections thereto in writing (or as otherwise permitted by the Bankruptcy Court) prior to entry of the Approval Order. Unless Sellers or Buyer raise any such objections in writing (or as otherwise permitted by the Bankruptcy Court) prior to entry of the Approval Order, such Approval Order shall be deemed to be in form and substance satisfactory to each party for all purposes.

          (d) In the event an appeal is taken or a stay pending appeal is requested (or a petition for certiorari or motion for rehearing or reargument is filed), with respect to the Procedures Order, the Approval Order or any other order of the Bankruptcy Court related to this Agreement or either GDC Purchase Agreement, Sellers shall take all steps as may be reasonable and appropriate to defend against such appeal, petition or motion, and Buyer agrees to cooperate in such efforts. Each Party shall use its Reasonable Best Efforts to obtain an expedited resolution for such appeal; provided that nothing herein shall preclude the Parties from consummating the transactions contemplated herein if the Approval Order shall have been entered and has not been stayed.

          (e) From and after the date hereof, Sellers shall not, and shall ensure that none of their Subsidiaries, take any action or fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the consummation of the transactions contemplated by this Agreement in accordance with the terms of this Agreement. Each Seller covenants and agrees that the terms of any plan of reorganization or liquidation or proposed order of the Bankruptcy Court that may be filed, proposed or submitted or supported by a Seller after entry of the Approval Order or consummation of the transactions contemplated hereby shall not conflict with, supersede, abrogate, nullify, modify or restrict the terms of this Agreement, the Procedures Order or the Approval Order or the rights of Buyer hereunder or thereunder.

          (f) For Assigned Customer Contracts subject to Cure Costs, each of Sellers, on the one hand, and Buyer, on the other hand, shall establish and allocate $500,000 worth of employee-hours (based on the rate prescribed by the applicable Assigned Customer Contract) to be used after the Approval Date and prior to the Closing for the purpose of working together in a

commercially reasonable manner to cure all defaults that may exist under any such Assigned Customer Contracts and that may be cured by performance of the applicable employees. To the extent there are remaining defaults, all Cure Costs associated with such remaining defaults shall be paid by Sellers pursuant to Section 1.5(j) , and nothing in this Section 4.3(f) shall limit the obligations of Sellers under Section 1.5(j) .

     4.4 Operation of Business . Except as contemplated by this Agreement or as required by Law (including the Bankruptcy Code, the Bankruptcy Rules, the operation and information requirements of the Office of United States Trustee (the “ OIRR ”), or any orders entered by the Bankruptcy Court in the Chapter 11 Case), during the period from the date of this Agreement through the Closing, each Seller shall conduct the operations of the businesses to which the Acquired Assets relate in compliance in all material respects with applicable Laws, shall use its Reasonable Best Efforts to preserve and protect the Acquired Assets, shall pay all post-petition Taxes as they become due and payable, shall maintain insurance on the Acquired Assets (in amounts and types in the Ordinary Course of Business), and shall use Reasonable Best Efforts to preserve its relationships with Designated Employees and customers. Without limiting the generality of the foregoing, prior to the Closing, no Seller shall, except as required by the Bankruptcy Code, Bankruptcy Rules, the OIRR, or any orders entered by the Bankruptcy Court in the Chapter 11 Case, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed:

          (a) (i) sell, lease, license or dispose of any Customer Contracts or Related Contracts (other than Excluded Customer Contracts and their Related Contracts set forth in Schedule 1.1(b)) ; (ii) sell or dispose of any of the Seller Intellectual Property assigned to Buyer hereunder; or (iii) other than in the Ordinary Course of Business, sell, license or dispose of any of the other Acquired Assets;

          (b) enter into (i) any Customer Contract or Related Contract that does not include a consent from each counterparty to the assumption and assignment of such Customer Contract or Related Contract if same is added to Schedule 1.1(a) — Part A pursuant to Section 1.5(c) ; or (ii) any Customer Contract or Related Contract if, within five (5) days following delivery of such Contract and related correspondence to Buyer in accordance with Section 1.5(a), Buyer notifies the applicable Seller that such Contract may be, or may become, a Prohibited Contract;

          (c) mortgage or pledge any of the Acquired Assets, or take any action or fail to take any action that would subject any of the Acquired Assets to any Security Interest other than Permitted Liens;

          (d) other than in the Ordinary Course of Business, pay any obligation or liability, in each case related to the Acquired Assets or Assumed Liabilities;

          (e) amend its charter, by-laws or other governing documents in a manner that would have a material and adverse effect on the transactions contemplated by this Agreement;

          (f) change its billings, collection, or disbursement practices with respect to work in progress or accounts receivable related to Customer Contracts, other than Excluded

Customer Contracts, or accounts payable that would result in Assumed Liabilities, including (i) accelerating or encouraging the acceleration of performance of services, billing, collection, payment or other realization of cash or Excluded Assets with respect to any of such work in progress or accounts receivable or (ii) accelerating performance of services or delaying payment of liabilities that would become Assumed Liabilities;

          (g) amend, extend, modify, terminate or waive any rights under, any Assigned Contract;

          (h) other than the Chapter 11 Case and any motion, application, pleading or order filed in the Chapter 11 Case that relates to this Agreement or the Ancillary Agreements, the Procedures Order or the Approval Order, institute or settle any Legal Proceeding related solely to the Acquired Assets or that would reasonably be expected to adversely affect the use of the Acquired Assets after the Closing; or

          (i) agree in writing or otherwise to take any of the foregoing actions.

     4.5 New Buyer Employees .

          (a) Sellers’ Cooperation . During the period commencing on the date of this Agreement and continuing through the Closing Date, Sellers shall assist and cooperate with Buyer by permitting Buyer to review compensation data and job descriptions (if any) for any Designated Employees at Buyer’s reasonable request. Sellers shall permit Buyer to contact and interview all Designated Employees (for those Designated Employees who in the Ordinary Course of Business are located at Sellers’ premises such interviews may, at Buyer’s option, take place at Sellers’ premises during normal business hours), and Sellers shall reasonably cooperate with Buyer in all such respects. Sellers and Buyer shall cooperate to effect an orderly transition of any Designated Employee offered employment by Buyer as a New Buyer Employee.

          (b) Employment Offers . Prior to the Closing, Buyer shall make offers of “at-will” employment effective as of the Closing Date to the Designated Employees. Any such “at-will” employment offers will (i) be contingent on the Closing occurring; (ii) be subject to and in compliance with Buyer’s standard human resources, ethics and compliance policies and procedures, including requirements for proof evidencing a legal right to work in the offeree’s country of current employment; (iii) have terms, including the position, compensation (at market-competitive levels) and responsibilities of such Designated Employee, which will be determined by Buyer; (iv) supersede any prior employment agreements (including management, employment, severance, consulting, relocation, retention, repatriation, expatriation, visa, or work permit) in effect with Sellers prior to the Closing Date; and (v) be contingent on each Designated Employee (a) completing, in a manner reasonably satisfactory to Buyer, an employment application (including work status verification), (b) passing a standard background check of Buyer, (c) completing the independence verification processes and complying with the independence policies of Buyer and (d) signing such covenants and other contractual provisions as Buyer may in its discretion require in the ordinary course of its business. Subject to Section 6.2 , nothing in this Agreement requires Buyer to employ any Designated Employee or New Buyer Employee for any period of time after the Closing.

          (c) Waiver . Sellers hereby agree to waive any condition or restriction that they may have the contractual right to impose on (i) Buyer’s making of offers of employment pursuant to Section 4.5(b) or (ii) the hiring and employment by Buyer of any Designated Employee, effective at the time of the Closing (other than any such covenants not to disclose confidential information of