Common use of Assignability and Consents Clause in Contracts

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15, if the assignment or attempted assignment to Buyer of any Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (each, a “Non-Assignable Asset”), in either case, the Closing shall proceed, but the Closing shall not constitute the assignment of such Non-Assignable Asset, and this Agreement shall not constitute an assignment of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15, if the assignment or attempted assignment to Buyer of any Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (each, a “Non-Assignable Asset”), in either case, the Closing shall proceed, but the Closing shall not constitute the assignment of such Non-Assignable Asset, and this Agreement shall not constitute an assignment of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of any Purchased Assets (i) is prohibited by any Applicable Law or (ii) would require any consents, waivers, approvals or authorizations of a Third Party or Governmental Authority (a “Consent”) and such Consents shall not assume have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereof, then in either case, the Closing will proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any Liabilities under a Non-Assignable Asset until it has been assigned such Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to Buyerobtain promptly such Consents; provided, however, that Buyer Purchaser shall not be liable required to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility pay any consideration to obtain any such Consent. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and all operating agreements necessary lawful arrangements designed to conduct provide to Purchaser the Partnership’s business from benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing DateClosing, includingand (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, without limitation, replacement software license agreements but for the software which will replace the Excluded Softwarelack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Buyer shall also be responsible for obtaining new licenses and permits Once Consent for the operation sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Hotel/Casino. Except as set forth in Section 1.1(viii)Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interestsadditional cost to Purchaser.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, conveyance, assignment, transfer or delivery or attempted assignment sale, conveyance, assignment, transfer or delivery to Buyer the Acquiror of any Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, the Closing shall proceedproceed (subject to the parties rights under Article IX and X, as applicable), but the Closing shall not constitute the assignment sale, conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute an assignment a sale, conveyance, assignment, transfer or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers the Seller shall continue to use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX belowSeller Third Party Consent. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment assignment, transfer or transfer delivery of any such Non-Assignable Asset not sold, conveyed, assigned, transferred or delivered at the Closing is obtained, Sellers the Seller shall assign convey, assign, transfer and deliver such Non-Assignable Asset to Buyer the Acquiror at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Assetthe Acquiror. Notwithstanding anything to the contrary contained in this Agreement, Buyer the Acquiror shall not assume any Liabilities under with respect to a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a)Acquiror. (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment conveyance, assignment, transfer or delivery or attempted assignment conveyance, assignment, transfer or delivery to Buyer Newco of any Purchased Transferred Asset is (i) prohibited by any applicable Applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person Third Party to convey, assign, transfer or deliver such Transferred Asset and such authorizations, approvals, consents or waivers shall have not have been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, the ATA Closing shall proceedproceed (subject to the Parties’ rights under ARTICLE V), but the ATA Closing shall not constitute the assignment conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute an assignment a conveyance, assignment, transfer or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the ATA Closing, Sellers the Parties shall continue to use commercially reasonable diligent efforts and cooperate with each other, without additional consideration, to obtain any such authorizationsauthorization, approvalsapproval, consents consent or waivers related waiver as promptly as practicable, it being understood that (i) neither the Company nor any of its Affiliates shall be required to pay money to any third party (unless Newco agrees to reimburse the Non-Assignable AssetsCompany for such amounts), and Buyer shall cooperate with Sellers in commence any arrangement commercially reasonable litigation or offer or grant any accommodation (financial or otherwise) to Sellers any third party to provide that Buyer shall receive the interest obtain any authorization, approval consent or waiver of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consentand (ii) to the extent the foregoing shall require any action that would, approval or waiver would continue to negatively affect the Company following the ATA Closing, such action shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under require the Non-Assignable Asset if it were assignedconsent of the Company. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment assignment, transfer or transfer delivery of any such Non-Assignable Asset not conveyed, assigned, transferred or delivered at the ATA Closing is obtained, Sellers the Company shall assign convey, assign, transfer and deliver such Non-Assignable Asset to Buyer Newco at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased AssetNewco but subject to the foregoing sentence. Notwithstanding anything to the contrary contained in this Agreement, Buyer Newco shall not assume any Liabilities under with respect to a Non-Assignable Asset until it has been assigned conveyed, assigned, transferred and delivered to BuyerNewco except to the extent related to any rights and/or benefits obtained by Newco pursuant to such Non-Assignable Asset. (b) Without limiting Section 2.2(a) above, with respect to each Transferred Contract that is a Non-Assignable Asset, Company agrees that for so long as such Transferred Contract remains a Non-Assignable Asset, Company shall cooperate with Newco, as reasonably requested in writing by Newco, to extend and make available to Newco any rights and/or benefits available under such contract; providedprovided that Newco pays all amounts and fulfills all obligations owing to the counterparty to such Non-Assignable Asset as a result of so extending to Newco such rights and obligations with respect to such Non-Assignable Assets. Without limiting the foregoing: (i) upon the written request of Newco, howeverthe Company agrees to exercise rights (for example, elections or options) on Newco’s behalf under such Contract, at Newco’s expense, provided that Buyer all Liabilities resulting from the exercise of such rights shall be liable Liabilities solely of Newco, and the Company shall not exercise any of its rights under such Contract unless requested or approved in writing by Newco; (ii) the Company shall keep Newco informed as to Sellers for performing its obligations the Company’ written communications from the other party to such Contract, including notifying Newco in the event the Company is notified with respect to matters that require the Company’s consent (or which trigger an option or an election by the Company) under such Contract, or regarding matters that affect the commercially reasonable arrangements described Company’s or Newco’s rights thereunder; (iii) to the extent that Newco obtains the agreement of the other party to such contract to modify, amend or otherwise alter or waive any performance, obligation or provision of such Contract, the Company agrees to take such actions and execute such documents as Newco may reasonably request in Section 1.4(a)writing to effect the same, at Newco’s expense; provided that all Liabilities resulting from such modification, amendment, alteration or waiver shall be Liabilities solely of Newco; and (iv) in the event that Newco obtains an agreement from the other party to such Contract to transfer the rights under such contract directly to Newco, the Company shall promptly transfer such rights to Newco in a writing reasonably acceptable to Newco. (c) Except With respect to each Retained CDA or other Retained Contract listed on Exhibit 2.2(c) (each a “Mixed Contract”), the Company agrees to cooperate with Newco, as reasonably requested in writing by Newco, to extend and make available to Newco any rights and/or benefits available under such Mixed Contract with respect to the Transferred Assets; provided that Newco agrees to pay and pays all amounts and fulfills all obligations owing to the counterparty to such Mixed Contract as a result of so extending to Newco such rights and obligations with respect to such Mixed Contract. Without limiting the foregoing: (i) upon the written request of Newco, the Company agrees to exercise rights (for delivery example, elections or options) on Newco’s behalf under such Mixed Contract to the extent pertaining to any Transferred Asset, at Newco’s expense, provided that all Liabilities resulting from the exercise of such rights shall be Liabilities solely of Newco, and the Company shall not exercise any of its rights under such Contract to the extent solely pertaining to any Transferred Asset, unless requested or approved in writing by Newco; (ii) the Company shall keep Newco informed as to the Company’s written communications from the other party to such Contract to the extent pertaining to any Transferred Asset, including notifying Newco in the event the Company is notified with respect to matters pertaining to any Transferred Asset that require the Company’s consent (or which trigger an option or an election by the Company) under such Contract, or regarding matters pertaining to any Transferred Asset that would reasonably negatively affect the Company’s (or by virtue of this Section 2.2(c), Newco’s) rights thereunder; (iii) to the extent that Newco obtains the agreement of the Assumed Contracts other party to Buyer by Sellers such contract to modify, amend or otherwise alter or waive any performance, obligation or provision of such Contract, the Company agrees to take such actions and execute such documents as set forth Newco may reasonably request in Section 1.4(a) writing to effect the same, at Newco’s expense; provided that all Liabilities resulting from such modification, amendment, alteration or waiver shall be Liabilities solely of Newco; and (b)iv) in the event that Newco obtains an agreement from the other party to such Contract to transfer the rights pertaining solely to any Transferred Asset under such Contract directly to Newco, Buyer understands the Company shall promptly transfer such rights to Newco in a writing reasonably acceptable to Newco and agrees that it is solely Buyerthe Company, at Newco’s responsibility expense. In addition, upon Newco’s reasonable request and at Newco’s expense, the Company shall cooperate with Newco regarding any dispute with a counterparty to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers a Mixed Contract arising in connection with any Transferred Asset covered by such Contract, including enforcing or, in the sale Company’s discretion, enabling Newco to enforce, for the benefit of Newco and solely at Newco’s expense, the Company’s rights under such Contract with respect to such Transferred Asset; provided that (x) the Company shall have no obligation to litigate with respect thereto and (y) such enforcement is not, in the good faith judgment of the Partnership InterestsCompany, potentially adverse to the Company’s or its Affiliate’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business).

Assignability and Consents. At the Closing and effective as of the Closing Date, MII Life shall, and shall cause its controlled Affiliates (aas applicable) to, and Aware shall, and shall cause its controlled Affiliates to, assign to Buyer all of MII Life’s and each applicable Affiliate’s rights under the Assumed Contracts. Notwithstanding anything the foregoing, no Assumed Contract shall be assigned, or deemed to be assigned, contrary to law or, in the event not permitted, or any applicable consent or approval is not obtained, pursuant to the contrary contained in this Agreement but subject to Section 8.15, if the assignment or attempted assignment to Buyer terms of such Assumed Contract (any Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (eachAssumed Contract, a “Non-Assignable AssetContract”). The performance obligations of MII Life or its applicable Affiliate under a Non-Assignable Contract shall, in either case, unless prohibited by law or by the Closing shall proceed, but the Closing shall not constitute the assignment terms of such Non-Assignable AssetContract, and this Agreement shall not constitute an assignment of be deemed to be subleased or subcontracted to Buyer until such Non-Assignable Asset unless Contract has been assigned to Buyer. With respect to Non-Assignable Contracts, MII Life shall, and until such authorizationshall cause its controlled Affiliates (as applicable) to, approvaland Aware shall, consent or waiver is obtained. After the Closingand shall cause its controlled Affiliates to, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, all necessary consents or waivers related and approvals and to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable deliver all required notices to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, effect assignment or transfer of any such Non-Assignable Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned thereof to Buyer; provided, however, that MII Life and its Affiliates (as applicable) shall (a) not be required to pay any material fee or payment or make any concession to any third party in order to obtain any such consent or amendment, and Buyer shall be liable acknowledges and agrees that, except as set forth herein, the procurement of any such consent or amendment is not a condition to Buyer’s obligations to effect the Closing, (b) until any necessary consent or approval is obtained, provide Buyer in any arrangement acceptable to Buyer (including a transition services arrangement) the full benefits (including the exercise of rights) and burdens (other than any Excluded Liabilities) under any such Non-Assignable Contracts, including enforcement, at Buyer’s sole expense, for the benefit of Buyer of any and all rights of Sellers for performing its obligations under or any of their controlled Affiliates (as applicable) against a third party arising out of the commercially reasonable arrangements described in Section 1.4(a). breach or cancellation of any such Non-Assignable Contract or otherwise, (c) Except hold all monies paid thereunder in trust for delivery the account of Buyer and (d) remit all such monies without set-off of any kind whatsoever (other than expenses incurred in performing under the Non-Assignable Contracts) to Buyer as promptly as possible. The obligations of the Assumed Contracts to Buyer by Sellers and as set forth in Parties under this Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct 1.11 shall survive the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership InterestsClosing.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the attempted or actual conveyance, assignment or attempted assignment transfer to Buyer Sellers (or their designee) of any Purchased Asset Excluded Assets is (i) prohibited non-assignable or non-transferrable, by any applicable Law or (ii) would require any authorizationsits terms, approvals, consents or waivers from without the consent of a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing party (each, a “Non-Assignable Excluded Asset”), then Sellers and Buyer shall each use their reasonable best efforts to obtain the authorization, approval, consent or waiver of such other party to the assignment of any such Non-Assignable Excluded Asset. Notwithstanding the foregoing, in either case, no event shall the Closing shall proceedfailure to obtain a consent with respect to a Non-Assignable Excluded Asset delay or otherwise impede the Closing, but the Closing shall not constitute the assignment sale, conveyance, assignment, transfer or delivery of any such Non-Assignable Excluded Asset, and this Agreement shall not constitute an assignment a conveyance, assignment, transfer or delivery of any such Non-Assignable Excluded Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers The parties shall use enter into a commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer Sellers shall receive the interest of Sellers the Company in the benefits and obligations under such Non-Assignable Excluded Asset, and Sellers shall be liable to the Company in a fashion equivalent to what Sellers’ Liabilities would be under the Non-Assignable Excluded Asset if it were assigned, until such time as such third party consentauthorization, approval approval, consent or waiver shall have been obtained, and such arrangement shall include performance by the Company as an agent of Sellers shall cooperate with Buyer in any such to the extent commercially reasonable arrangement, and, in such case, Buyer shall be reasonable. Provided that Sellers are liable for all Liabilities related to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Excluded Asset that Sellers would otherwise be liable for under this Agreement if it were assigned. Sellers such Non-Assignable Excluded Asset constituted an Excluded Asset, Buyer shall, and shall cause the Company to, promptly pay over to Buyer Sellers (or their designee) the net amount (after expenses and taxesTaxes) of all payments received by it in respect of all such Non-Assignable AssetsExcluded Asset. Notwithstanding In the foregoing, event that the Company acts as Sellers’ agent or is otherwise required to act to fulfill obligations related to a Non-Assignable Excluded Asset pursuant to this Section 1.4 1.4(a), Sellers shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating assist and fully cooperate with Buyer and the transactions under this Agreement pursuant to Article IX belowCompany in fulfilling such obligations. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Excluded Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Excluded Asset shall thereafter constitute a Purchased Assetbe conveyed, assigned, transferred and delivered to Sellers (or their designee) without any further action by the parties hereto. Notwithstanding anything to the contrary contained in this Agreement, Buyer Sellers shall not assume all Liabilities in respect of any Liabilities under a Non-Assignable Excluded Asset until that Sellers would otherwise assume under this Agreement if such Non-Assignable Excluded Asset constituted an Excluded Asset if it has been assigned to Buyeris receiving the benefits thereof; provided, howeverfurther, that Buyer Sellers shall also be liable to Sellers the Company for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a)1.4(c) hereof. (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements (other than the Assumed Contracts) necessary to conduct the Partnership’s business Business from and after the Closing Date, including, without limitation, including replacement software license agreements for the software which will replace the Excluded Software. Subject to the terms hereof, Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/CasinoBusiness from and after the Closing. Except as set forth in Section 1.1(viii)1.1(l) hereof, no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Equity Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained Nothing in this Agreement but subject nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to Section 8.15, if the assignment or attempted assignment to Buyer of assign any Purchased Asset Asset, including any Contract, Permit, certificate, approval, authorization or other right, that by its terms or by Law is non-assignable without the consent of a Third Party (iincluding any Authority) prohibited or is cancelable by any applicable Law or a Third Party in the event of an assignment (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (each, a “Non-Assignable Asset”), in either case, the Closing unless and until consent from such Third Party shall proceed, but the Closing shall not constitute the assignment of such have been obtained. With respect to all Non-Assignable AssetAssets, including those set forth on Schedule 1.5 of the Seller Disclosure Schedules, Seller and this Agreement shall not constitute an assignment of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers Parent shall use commercially reasonable efforts to cooperate with Buyer at its request for up to six (6) months following the Closing Date in endeavoring to obtain such consents; provided, however, that such efforts shall not require Seller, Parent or any of their Affiliates to incur any expenses or Liabilities, provide any financial accommodation, or remain secondarily or contingently liable for any Assumed Liability to obtain any such authorizations, approvals, consents or waivers related consent and any failure to obtain any consent by Seller for any reason in and of itself shall not constitute a breach of this Agreement. To the extent permitted by applicable Law and the terms of the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under event that consents to the assignment thereof cannot be obtained, such Non-Assignable Asset until such time Assets shall be held, as such third party consentof and from the Closing Date, approval by Seller (or waiver shall have been obtainedthe applicable Affiliate of Seller) for the benefit of Buyer, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer the covenants and obligations thereunder shall be liable to Sellers in a fashion equivalent to what performed by Buyer at Buyer’s Liabilities would expense and in Seller’s name, and all benefits and obligations existing thereunder shall be under the Non-Assignable Asset if it were assigned. Sellers for Buyer’s account (and Seller shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments money received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtainedAssets in respect of periods after the Closing Date); provided, Sellers shall assign and deliver such Non-Assignable Asset that Seller may, after providing prior written notice to Buyer at no additional cost to Buyerwith reasonable detail, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume withhold any Liabilities performance under a Non-Assignable Asset that may otherwise be reasonably requested by Buyer until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers have provided Seller with all funds and other resources necessary for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery such performance. As of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, includingSeller authorizes Buyer, without limitationto the extent permitted by applicable Law and the terms of the Non-Assignable Assets, replacement software license agreements for at Buyer’s expense, to perform all the software which will replace obligations and receive all the Excluded Softwarebenefits of Seller under the Non-Assignable Assets. Buyer shall also be responsible for obtaining new licenses agrees to indemnify and permits for hold Seller and its Representatives, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Buyer’s performance of, or failure to perform, obligations under the operation Non-Assignable Assets to the extent such Liability would have been an Assumed Liability if the assignment of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with Non-Assigned Assets to Buyer had occurred on the sale of the Partnership InterestsClosing Date.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but and subject to Section 8.15the Parties’ rights under Article VI, if the assignment conveyance, assignment, transfer or delivery or attempted assignment conveyance, assignment, transfer or delivery to Buyer Purchaser of any Purchased Transferred Asset is (ia) prohibited by any applicable Law or (iib) would require any authorizations, approvals, consents or waivers from a third Person party to convey, assign, transfer or deliver such Transferred Asset and such authorizations, approvals, consents or waivers shall have not have been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, the Closing shall proceednot proceed without the express consent of Purchaser that any such Non-Assignable Asset may be transferred by Seller after the Closing. If, but in the event of such consent from Purchaser, the Closing proceeds, the Closing shall not constitute the assignment conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute an assignment a conveyance, assignment, transfer or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers the Parties shall continue to use commercially their best reasonable efforts and cooperate with each other, without the payment of additional consideration by Purchaser or Seller to effect the assignment of such Non-Assignable Asset, to obtain any such authorizationsauthorization, approvalsapproval, consents consent or waivers related waiver as promptly as practicable, and it is understood that Seller shall reimburse Purchaser for any reasonable out-of-pocket expenses incurred in connection with such efforts to the extent Seller and Purchaser agree that any such expenditure is reasonably necessary to effect the transfer of any Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assignedAsset. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment assignment, transfer or transfer delivery of any such Non-Assignable Asset not conveyed, assigned, transferred or delivered at the Closing is obtained, Sellers Seller shall assign convey, assign, transfer and deliver to Purchaser all of Seller’s right, title and interest in and to such Non-Assignable Asset to Buyer at no additional cost to BuyerPurchaser. In addition, for so long as a Transferred Contract remains a Non-Assignable Asset, Seller agrees to cooperate with Purchaser, as reasonably requested in writing by Purchaser, to extend and make available to Purchaser any rights and/or benefits available under such contract, provided that Purchaser pays all amounts and fulfills all obligations arising from or associated with such Non-Assignable Assets, other than to the extent such amounts or obligations would constitute a Retained Liability if such Non-Assignable Asset shall thereafter constitute were conveyed, assigned, transferred or delivered on the Closing Date and other than such amounts and obligations that arise as a Purchased Asset. Notwithstanding anything to consequence of the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a fact that such Non-Assignable Asset until it has been assigned could not be transferred at the Closing. Without limiting the foregoing, (a) upon the written request of Purchaser, Seller agrees to Buyer; providedexercise rights (for example, howeverelections or options) on Purchaser’s behalf under such contract, at Purchaser’s expense, provided that Buyer all Liabilities resulting from the exercise of such rights shall be liable Liabilities solely of Purchaser, and Seller shall not exercise any of its rights under such contract unless requested or approved in writing by Purchaser, (b) Seller shall keep Purchaser informed as to Sellers for performing its obligations Seller’s written communications from the other party to such contract, including notifying Purchaser in the event Seller is notified with respect to matters that require Seller’s consent (or which trigger an option or an election by Seller) under the commercially reasonable arrangements described in Section 1.4(a). such contract, or regarding matters that affect Seller’s or Purchaser’s rights thereunder, (c) Except for delivery to the extent that Purchaser obtains the agreement of the Assumed Contracts other party to Buyer by Sellers such contract to modify, amend or otherwise alter or waive any performance, obligation or provision of such contract, Seller agrees to take such actions and execute such documents as set forth Purchaser may reasonably request in Section 1.4(a) writing to effect the same, at Purchaser’s expense, provided that all Liabilities resulting from such modification, amendment, alteration or waiver shall be Liabilities solely of Purchaser and (b)d) in the event that Purchaser obtains an agreement from the other party to such contract to transfer the rights under such contract directly to Purchaser, Buyer understands and agrees that it is solely Buyer’s responsibility Seller shall transfer such rights to obtain any and all operating agreements necessary Purchaser in a writing reasonably acceptable to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership InterestsPurchaser.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, conveyance, assignment, transfer or delivery or attempted assignment sale, conveyance, assignment, transfer or delivery to Buyer the Acquirors of any Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date (each, a “"Non-Assignable Asset”"), in either case, the Closing shall proceed, but the Closing shall not constitute the assignment sale, conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute an assignment a sale, conveyance, assignment, transfer or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained; provided, however, that if any one or more of the Purchased Assets set forth on Schedule 2.04(a) of the Elan Disclosure Schedule shall constitute Non-Assignable Assets, the Acquirors shall have the right not to consummate the Closing. After the Closing, Sellers the Elan Companies shall continue to use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable AssetsElan Third Party Consent, and Buyer the Acquirors shall cooperate with Sellers the Elan Companies in any arrangement commercially reasonable to Sellers arrangement and at the Elan Companies' expense to provide that Buyer the Acquirors shall receive the interest of Sellers the Elan Companies in the benefits benefits, including economic benefits, under such Non-Assignable Asset until such time as such third party consent, approval or waiver Elan Third Party Consent shall have been obtained, and Sellers the Elan Companies shall cooperate with Buyer the Acquirors in any such commercially reasonable arrangement, including performance by the Elan Companies as agent if commercially reasonable to the Elan Companies, and, in such case, Buyer the Acquirors shall be liable to Sellers the Elan Companies in a fashion equivalent to what Buyer’s the Acquirors' Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers ; provided, however, that the Acquirors shall promptly pay over only be so liable to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding Elan Companies to the foregoingextent that the Acquirors correspondingly receive such benefits, this Section 1.4 shall not apply to any authorizationsincluding economic benefits, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX belowsuch commercially reasonable arrangements. (b) The Elan Companies shall pay and discharge, and shall indemnify and hold harmless the Acquirors from and against, any and all reasonable out-of-pocket costs of cooperation with the Elan Companies seeking to obtain or obtaining the Elan Third Party Consents whether before or after the Closing Date. Once authorization, approval or waiver of or consent for the sale, conveyance, assignment assignment, transfer or transfer delivery of any such Non-Assignable Asset not sold, conveyed, assigned, transferred or delivered at the Closing is obtained, Sellers the Elan Companies shall assign convey, assign, transfer and deliver such Non-Assignable Asset to Buyer the Acquirors at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Assetthe Acquirors. Notwithstanding anything to the contrary contained in this Agreement, Buyer the Acquirors shall not assume any Liabilities under a Non-Assignable Asset until it has they have been assigned to Buyerthe Acquirors; provided, however, that Buyer the Acquirors shall be liable to Sellers the Elan Companies for performing its their obligations under the commercially reasonable arrangements described in Section 1.4(a2.04(a); and provided further, however, that the Acquirors shall only be so liable to the Elan Companies to the extent that the Acquirors correspondingly receive such benefits, including economic benefits, under such commercially reasonable arrangements. (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15, if the assignment or attempted assignment to Buyer of any Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (each, a “Non-Assignable Asset”), in either case, the Closing shall proceed, but the Closing shall not constitute the assignment of such Non-Assignable Asset, and this Agreement shall not constitute an assignment of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Purchased Asset is (a) prohibited by any applicable Law or (b) would require any consents, waivers, approvals, authorizations of or notices to a third Person or Governmental or Regulatory Authority and such consents, waivers, approvals, authorizations or notices shall not assume any Liabilities under a Non-Assignable Asset until it has have been assigned obtained prior to Buyerthe Closing, then in either case the Closing shall proceed without the sale, assignment, transfer, conveyance or delivery of such asset and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such asset; provided, however, provided that Buyer nothing in this Section 2.03 shall be liable deemed to Sellers for performing waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Article 10 have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such consents, waivers, approvals, authorizations or notices. Pending such consents, waivers, approvals, authorizations or notices, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to Buyer at the Closing. To the extent that Buyer is provided the benefits pursuant to this Section 1.4(a2.03 of any Contract, Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder and (b)y) shall satisfy any related Liabilities with respect to such Contract that, Buyer understands and agrees that it is solely but for the lack of an authorization, approval, consent or waiver to assign such obligations or Liabilities to Buyer’s responsibility to obtain , would be Assumed Liabilities. Once consent, waiver, approval, authorization or notice for the sale, assignment, transfer, conveyance or delivery of any and all operating agreements necessary to conduct the Partnership’s business from and after such asset not sold, assigned, transferred, conveyed or delivered at the Closing Dateis obtained or given, includingSeller shall assign, without limitationtransfer, replacement software license agreements for the software which will replace the Excluded Software. convey and deliver such asset to Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), at no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interestsadditional cost to Buyer.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment conveyance, assignment, transfer or delivery or attempted assignment conveyance, assignment, transfer or delivery to Buyer Maverick of any Purchased Transferred Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person Third Party to convey, assign, transfer or deliver such Transferred Asset, and such authorizations, approvals, consents or waivers shall have not have been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, the ATA Closing shall proceed, but the ATA Closing shall not constitute the assignment conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute an assignment a conveyance, assignment, transfer or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the ATA Closing, Sellers the Parties shall continue to use commercially reasonable efforts and cooperate with each other, without additional consideration to the other Party, to obtain any such authorizationsauthorization, approvalsapproval, consents consent or waivers related waiver as promptly as practicable, it being understood that neither Harpoon nor any of its Affiliates shall be required to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in commence any arrangement commercially reasonable litigation to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consentobtain any authorization, approval consent or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any of such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assignedThird Party. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment assignment, transfer or transfer delivery of any such Non-Assignable Asset not conveyed, assigned, transferred or delivered at the ATA Closing is obtained, Sellers Harpoon shall assign convey, assign, transfer and deliver such Non-Assignable Asset to Buyer Maverick at no additional cost to BuyerMaverick but subject to the immediately preceding sentence. (b) Without limiting Section 2.3(a) above but subject to the reimbursement provisions of Section 2.3(d), with respect to each Transferred Contract that remains a Non-Assignable Asset, Harpoon agrees for a period of [***] following the Closing Date (the “Transition Period”) to cooperate with Maverick, as reasonably requested in writing by Maverick, to extend and make available to Maverick any rights or benefits available under such Contract to the extent permitted by Law and such Transferred Contract; provided that Maverick agrees to pay and pays all amounts and fulfills all obligations owing to the counterparty to such Non-Assignable Asset shall thereafter constitute as a Purchased Asset. Notwithstanding anything result of so extending to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Maverick such rights and obligations with respect to such Non-Assignable Asset until it has been assigned and Maverick assumes and satisfies any other Liabilities with respect to Buyer; providedsuch Non-Assignable Asset incurred in connection with performance under this Section 2.3(b) (including Liabilities for post-ATA Closing performance or breach of such Transferred Contract caused by Maverick). Without limiting the foregoing but to the extent permitted by Law, howeverand only during the Transition Period: (i) upon the written request of Maverick, Harpoon agrees to exercise rights (for example, elections or options) on Maverick’s behalf under such Transferred Contract, at Maverick’s expense, provided that Buyer all Liabilities resulting from the exercise of such rights shall be liable Liabilities solely of Maverick, and Harpoon shall not exercise any of its rights under such Contract unless requested or approved in writing by Maverick; (ii) Harpoon shall keep Maverick informed as to Sellers for performing Harpoon’s written communications from or to the other party to such Contract, including promptly notifying Maverick in the event Harpoon is notified with respect to matters that require Harpoon’s consent (or which trigger an option or an election by [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Harpoon) under such Contract, or regarding matters that could reasonably negatively affect Harpoon’s or Maverick’s rights thereunder; and (ii) in the event that Maverick or Harpoon obtains an agreement from the other party to such Contract to transfer the rights under such contract directly to Maverick, Harpoon shall promptly transfer such rights to Maverick in a writing reasonably acceptable to Maverick. At the end of the Transition Period and so long as Harpoon shall have met its obligations under the commercially reasonable arrangements described in this Section 1.4(a2.3(b), Harpoon shall have no further obligations with respect to this Section 2.3(b) and shall be permitted at its sole discretion to terminate or dispose of any Non-Assignable Asset. (c) Except Subject to the reimbursement provisions of Section 2.3(d) below, with respect to each Mixed Contract, Harpoon agrees, during the Transition Period, to cooperate with Maverick, as reasonably requested in writing by Maverick, to extend and make available to Maverick any rights or benefits available under such Mixed Contract to the extent permitted by Law and such Mixed Contract and solely with respect to the applicable Transferred Assets or to the extent related to the Business; provided that Maverick agrees to pay and pays all amounts and fulfills all obligations owing to the counterparty to such Mixed Contract as a result of so extending to Maverick such rights and obligations with respect to such Mixed Contract. Without limiting the foregoing, and only during the Transition Period: (i) upon the written request of Maverick, Harpoon agrees to exercise rights (for delivery example, elections or options) on Maverick’s behalf under such Mixed Contract to the extent pertaining to any Transferred Asset or to the extent related to the Business, at Maverick’s expense, provided that all Liabilities resulting from the exercise of such rights shall be Liabilities solely of Maverick, and Harpoon shall not exercise any of its rights under such Contract to the Assumed Contracts extent solely pertaining to Buyer any Transferred Asset or to the extent related solely to the Business, unless requested or approved in writing by Sellers and Maverick; (ii) Harpoon shall keep Maverick informed as set forth to Harpoon’s written communications from or to the other party to such Contract to the extent pertaining to any Transferred Asset or to the extent related to the Business, including promptly notifying Maverick in the event Harpoon is notified with respect to matters pertaining to any Transferred Asset that require Harpoon’s consent (or which trigger an option or an election by Harpoon) under such Contract, or regarding matters pertaining to any Transferred Asset or the Business that could reasonably be expected to have a negative effect on Harpoon’s (or by virtue of this Section 1.4(a2.3(c), Maverick’s) rights thereunder; and (b)iii) in the event that Maverick or Harpoon obtains an agreement from the other party to such Contract to transfer the rights pertaining solely to any Transferred Asset or the Business under such Contract directly to Maverick, Buyer understands Harpoon shall promptly transfer such rights to Maverick in a writing reasonably acceptable to Maverick and agrees that it is solely BuyerHarpoon, at Maverick’s responsibility expense. In addition, upon Maverick’s reasonable request and at Maverick’s expense, Harpoon shall cooperate with Maverick regarding any dispute with a counterparty to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers a Mixed Contract arising in connection with any Transferred Asset or the sale Business, including enforcing or, in Harpoon’s discretion, enabling Maverick to enforce, for the benefit of Maverick and solely at Maverick’s expense, Harpoon’s rights under such Contract with respect to such Transferred Asset or the Business; provided that (x) Harpoon shall have no obligation to litigate with respect thereto and (y) such enforcement is not, in the good faith judgment of Harpoon, potentially adverse to Harpoon’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business). [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Partnership InterestsSecurities Act of 1933, as amended. (d) Maverick shall promptly reimburse Harpoon and its Affiliates for any reasonable out-of-pocket costs related to: (i) the transfer to Maverick of, or provision to Maverick of the beneficial rights related to, any Non-Assignable Asset under Section 2.3(b); and (ii) the performance of Harpoon’s obligations under Section 2.3(c) (but only to the extent of Maverick’s proportionate share of the benefits received under such Mixed Contract).

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, conveyance, assignment, transfer or delivery or attempted assignment sale, conveyance, assignment, transfer or delivery to Buyer the Acquiror of any Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date (each, a “Non"NON-Assignable Asset”ASSIGNABLE ASSET"), in either case, the Closing shall proceedproceed (subject to the parties rights under Article IX and X, ---------- - as applicable), but the Closing shall not constitute the assignment sale, conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute an assignment a sale, conveyance, assignment, transfer or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers the Seller shall continue to use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX belowSeller Third Party Consent. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment assignment, transfer or transfer delivery of any such Non-Assignable Asset not sold, conveyed, assigned, transferred or delivered at the Closing is obtained, Sellers the Seller shall assign convey, assign, transfer and deliver such Non-Assignable Asset to Buyer the Acquiror at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Assetthe Acquiror. Notwithstanding anything to the contrary contained in this Agreement, Buyer the Acquiror shall not assume any Liabilities under with respect to a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a)Acquiror. (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, assignment, transfer, conveyance or delivery or attempted assignment sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Purchased Asset is (ia) prohibited by any applicable Law or (iib) would require any authorizations, approvals, consents or waivers from a third Person or Governmental or Regulatory Authority and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (eachClosing, a “Non-Assignable Asset”), then in either case, case the Closing shall proceedproceed without the sale, but the Closing shall not constitute the assignment assignment, transfer, conveyance or delivery of such Non-Assignable Asset, asset and this Agreement shall not constitute an assignment agreement for the sale, assignment, transfer, conveyance or delivery of such Non-Assignable Asset unless asset; provided that nothing in this Section 2.02 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article X have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, the Parties shall use their reasonable best efforts, and until cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller shall not be required to pay any consideration to obtain any such authorization, approval, consent or waiver is obtainedwaiver. After Pending such authorization, approval, consent or waiver, the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer Parties shall cooperate with Sellers each other in any arrangement commercially mutually agreeable, reasonable to Sellers and lawful arrangements designed to provide to Buyer the benefits of use of such asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to Buyer at the Closing. To the extent that Buyer shall receive the interest of Sellers in is provided the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in pursuant to this Section 2.02 of any such commercially reasonable arrangement, and, in such caseContract, Buyer shall be liable (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder and (y) shall satisfy any related Liabilities with respect to Sellers in a fashion equivalent such Contract that, but for the lack of an authorization, approval, consent or waiver to what assign such obligations or Liabilities to Buyer’s Liabilities , would be under the Non-Assignable Asset if it were assignedAssumed Liabilities. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval approval, consent or waiver of or consent for the sale, conveyanceassignment, assignment transfer, conveyance or transfer delivery of any such Non-Assignable Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Sellers Seller shall assign assign, transfer, convey and deliver such Non-Assignable Asset asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, assignment, transfer, conveyance or delivery or attempted assignment sale, assignment, transfer, conveyance or delivery to Buyer of any Asset that would be a Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person or Governmental or Regulatory Authority and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (eachClosing, a “Non-Assignable Asset”), then in either case, case the Closing shall proceedproceed without the sale, but the Closing shall not constitute the assignment assignment, transfer, conveyance or delivery of such Non-Assignable Asset (the “Restricted Asset, ”) and this Agreement shall not constitute an assignment a sale, assignment, transfer, conveyance or delivery of such Non-Assignable Restricted Asset; provided that nothing in this Section 2.02 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article X have not been satisfied. (b) Subject to Section 8.02, in the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any Restricted Asset unless set forth in Section 2.02(a), then, from and until such authorization, approval, consent or waiver is obtained. After after the Closing, (i) Sellers shall use commercially reasonable their respective best efforts to preserve intact such Restricted Asset, (ii) the Parties shall use their reasonable best efforts, and cooperate with each other, to obtain any promptly such authorizations, approvals, consents or waivers related as are required to the Non-Assignable Assetstransfer such Restricted Asset to Buyer, and Buyer (iii) pending such authorization, approval, consent or waiver, the Parties shall cooperate with Sellers each other in any arrangement commercially mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such Restricted Asset and to Sellers the benefits, including any indemnities, that, in each case, it would have obtained had the Restricted Asset been conveyed to provide Buyer at the Closing. (c) To the extent that Buyer shall receive the interest of Sellers in is provided the benefits under such Non-Assignable Asset until such time as such third party consentpursuant to Section 2.02(b) of any Contract which, approval but for the lack of an authorization, approval, consent or waiver shall have been obtainedto assign such Contract to Buyer, would be an Assumed Contract, from and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such caseafter the Closing, Buyer shall perform for the benefit of the other parties thereto the Liabilities of Sellers thereunder, including any payments to be liable to Sellers made thereunder which are included in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer Final OWC or first accrue after the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX belowClosing. (bd) Once If authorization, approval approval, consent or waiver of or consent for the sale, conveyanceassignment, assignment transfer, conveyance or transfer delivery of any such Non-Assignable Restricted Asset is obtainedobtained after the Closing, Sellers shall promptly assign and deliver such Non-Assignable Restricted Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, assignment, transfer, conveyance or delivery or attempted assignment sale, assignment, transfer, conveyance or delivery to Buyer of any licenses, Contracts, approvals or authorizations included in the Purchased Asset is Assets (i) is prohibited by any applicable Law or (ii) would require any authorizationsconsents, approvalswaivers, consents approvals or waivers from authorizations of a third Person or Governmental or Regulatory Authority (a “Consent”) and such authorizations, approvals, consents or waivers Consents shall not have been obtained prior to the Closing (eachand an attempted assignment thereof without such Consent would constitute a breach thereof, a “Non-Assignable Asset”), then in either case, the Closing shall proceedproceed without the sale, but the Closing shall not constitute the assignment assignment, transfer, conveyance or delivery of such Non-Assignable Asset, asset and this Agreement shall not constitute an assignment of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent agreement for the sale, conveyanceassignment, assignment transfer, conveyance or transfer delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Non-Assignable Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of and the obligations associated with use of such asset that it would have obtained or been subject to had the asset been conveyed to Buyer at the Closing. To the extent that Buyer is provided the benefits pursuant to this Section 2.05 of any Contract, Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder and (y) shall satisfy any related Liabilities with respect to such Contract that, but for the lack of a Consent to assign such obligations or Liabilities to Buyer, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtainedobtained or given, Sellers Seller shall assign promptly assign, transfer, convey and deliver such Non-Assignable Purchased Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, but subject to Section 8.158.13 hereof, if the sale, conveyance, assignment or transfer or attempted sale, conveyance, assignment or transfer to CC Buyer of any Purchased Asset Contract that is (i) prohibited part of the CCR Assets, the Downtown Interest or the Reno Interest is, by any applicable Law or (ii) would require any authorizationsits terms, approvals, consents or waivers from nonassignable without the consent of a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing party (each, a “Non-Assignable Asset”), then CCI shall use commercially reasonable efforts to obtain (and CC Buyer shall reasonably cooperate with CCI in either caseconnection with its efforts to so obtain) the authorization, approval, consent or waiver of such other party to the Closing assignment of any such Non-Assignable Asset; provided, that in no event shall proceedCCI or its Affiliates have any obligation to pay any amounts (other than to the extent agreed to and reimbursed by CC Buyer in full therefor) to any such third party or suffer any material burden with respect to the assignment or transfer of such Non-Assignable Asset to CC Buyer in connection with CCI’s obligations under this Section 1.4(a). Notwithstanding the foregoing, in no event shall the failure to obtain a consent with respect to a Non-Assignable Asset delay or otherwise impede the Closing, but the Closing shall not constitute the assignment sale, conveyance, assignment, transfer or delivery of any such Non-Assignable Asset, and this Agreement shall not constitute an assignment a sale, conveyance, assignment, transfer or delivery of any such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the ClosingClosing Date, Sellers CCI and CC Buyer shall continue to use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and CC Buyer shall cooperate with Sellers CCI in any arrangement commercially reasonable to Sellers CCI to provide that CC Buyer shall receive the interest of Sellers CCI in the benefits under such Non-Assignable Asset until such time as such third party consentauthorization, approval approval, consent or waiver shall have been obtained, and Sellers CCI shall cooperate with CC Buyer in any such commercially reasonable arrangement, including performance by CCI if commercially reasonable to CCI, and, in such case, CC Buyer shall be liable to Sellers CCI in a fashion equivalent to what CC Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers Provided that CC Buyer is liable for all Liabilities related to a Non-Assignable Asset that CC Buyer would otherwise be liable for under this Agreement if such Non-Assignable Asset constituted a CCR Asset, CCI shall promptly pay over to CC Buyer the net amount (after expenses and taxesTaxes) of all payments received by it in respect of all such Non-Assignable AssetsAsset. In the event that CCI is required to act to fulfill obligations related to a Non-Assignable Asset pursuant to this Section 1.4(a), CC Buyer shall use commercially reasonable efforts to assist and cooperate with CCI in fulfilling such obligations. Notwithstanding the foregoing, anything set forth in this Section 1.4 1.4(a), (i) to the extent the authorization, approval, consent or waiver of Buyers or any of their Affiliates is required to assign any such Non-Assignable Asset, Buyers shall, and shall cause their Affiliates to, promptly provide such authorization, approval, consent or waiver, (ii) in the event that as of the Closing CCI has not obtained a consent or waiver from the landlord under the Uccelli Lease to CCI’s assignment to CC Buyer of the Uccelli Lease, CCI and CC Buyer shall cooperate in good faith with each other and use commercially reasonable efforts to negotiate a sublease agreement whereby CCI subleases to CC Buyer the entire premises under the Uccelli Lease, subject to the terms and provisions of the Uccelli Lease, and (iii) Sellers’ failure to obtain any authorization, approval, consent or waiver of such other party to the assignment of any such Non-Assignable Asset shall not apply constitute a Seller Material Adverse Effect or a breach of any representation, warranty, condition, covenant or agreement contained in this Agreement, and obtaining any such authorization, approval, consent or waiver shall not constitute a condition to any authorizations, approvals, consents or waivers that are conditions Buyers’ obligations to consummating consummate the transactions under this Agreement pursuant to Article IX belowClosing. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Assetbe conveyed, assigned, transferred and delivered to CC Buyer without any further action by the parties hereto. Notwithstanding anything to the contrary contained in this Agreement, CC Buyer shall not assume all Liabilities in respect of any Liabilities under a Non-Assignable Asset until that CC Buyer would otherwise assume under this Agreement if such Non-Assignable Asset constituted a CCR Asset if it has been assigned to Buyeris receiving the benefits thereof; provided, however, further that CC Buyer shall also be liable to Sellers CCI for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a)) hereof. (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), CC Buyer understands and agrees that it is solely CC Buyer’s responsibility to obtain any and all operating and other agreements necessary to conduct the Partnership’s business Business from and after the Closing Date, including, without limitation, including replacement software license agreements for the software which will replace the Excluded Software. CC Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/CasinoBusiness from and after the Closing. Except as set forth in Section 1.1(viii)1.1(g) hereof, no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership InterestsPurchased Assets.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, assignment, transfer, conveyance or delivery or attempted assignment sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Purchased Asset is (ia) prohibited by any applicable Law law or (iib) would require any authorizations, approvals, consents or waivers Consents from a third Person or Governmental and Regulatory Authority and such authorizations, approvals, consents or waivers Consents shall not have been obtained prior to the Closing (eachClosing, a “Non-Assignable Asset”), then in either case, case the Closing shall proceedproceed without the sale, but the Closing shall not constitute the assignment assignment, transfer, conveyance or delivery of such Non-Assignable Asset, asset and this Agreement shall not constitute an assignment of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent agreement for the sale, conveyanceassignment, assignment transfer, conveyance or transfer delivery of such asset; provided that nothing in this Section 2.7 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article VIII have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such Non-Assignable Asset asset, then following the Closing, the parties shall use their commercially reasonable efforts, and cooperate with each other, to obtain promptly such Consents. Pending such Consent, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to Buyer at Closing. To the extent that Buyer is provided the benefits pursuant to this Section 2.7 of any Assumed Contract, Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder and (y) shall satisfy any related liabilities with respect to such Assumed Contract that, but for the lack of Consent to assign such obligations or liabilities to Buyer, would be Assumed Liabilities. Once Consent for the sale, assignment, transfer, conveyance or delivery of any such asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Sellers Seller shall assign assign, transfer, convey and deliver such Non-Assignable Asset asset to Buyer at no additional cost to Buyer, Buyer and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that the obligations incurred by Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Datedate such asset is assigned, includingtransferred, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses conveyed and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interestsdelivered to Buyer.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment or attempted assignment to Buyer Coast SPE of any Purchased Asset Barbary Coast Acquired Assets or the subsequent assignment of the Coast SPE Ownership Interests to Xxxxxx'x is (i) prohibited by any applicable Law (other than a Law that operates to prevent the transfer of the Coast SPE Ownership Interest to Xxxxxx'x) or (ii) would require any authorizations, approvals, consents or waivers ("Approval") from a third Person and such authorizations, approvals, consents or waivers Approval shall not have been obtained prior to the Closing (each, a “"Non-Assignable Asset”"), in either case, the Closing shall proceed, but the Closing shall not constitute the assignment of such Non-Assignable Asset, and this Agreement shall not constitute an assignment of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver Approval is obtained. After During the ClosingContract Period, Sellers Coast shall use its commercially reasonable efforts to obtain any such authorizationsApproval related to the Non-Assignable Assets. After the Closing, approvals, consents or waivers Coast shall continue to use its commercially reasonable efforts to obtain any Approval that has not been obtained related to the Non-Assignable Assets, and Buyer Xxxxxx'x shall cooperate with Sellers Coast in any arrangement commercially reasonable to Sellers arrangement to provide that Buyer shall receive the interest of Sellers in Coast SPE or its successor with the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver Approval shall have been obtained, and Sellers Coast shall cooperate with Buyer Xxxxxx'x and Coast SPE or its successor in any such commercially reasonable arrangement, and, in such case, Buyer Coast SPE or its successor shall be liable to Sellers Coast in a fashion equivalent to what Buyer’s Coast SPE's or its successor's Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers Coast shall promptly pay over to Buyer Coast SPE or its successor the net amount (after expenses and taxes) of all payments received by it after the Closing in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 2.3(a) shall not apply to any authorizations, approvals, consents or waivers Approvals that are conditions to consummating the transactions under this Agreement Transaction pursuant to Article IX IV below. (b) . Once authorization, approval or waiver of or consent Approval for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers Coast shall assign and deliver such Non-Assignable Asset to Buyer Coast SPE or its successor at no additional cost to BuyerXxxxxx'x or Coast SPE or its successor, and such Non-Assignable Asset shall thereafter constitute a Purchased Barbary Coast Acquired Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer Coast SPE or its successor shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to BuyerCoast SPE or its successor; provided, however, that Buyer Coast SPE or its successor shall be liable to Sellers Coast for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a2.3(a). (c) . Except for delivery of the Assumed Contracts to Buyer Coast SPE by Sellers Coast, and as set forth in Section 1.4(a2.3(a) and (b), Buyer Xxxxxx'x understands and agrees that it is solely Buyer’s Xxxxxx'x responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer Xxxxxx'x shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/CasinoBarbary Coast. Except as set forth otherwise expressly provided in Section 1.1(viii)this Agreement, no licenses or permits will be transferred by Sellers Coast in connection with the sale of the Partnership Intereststransactions contemplated herein.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, assignment, transfer, conveyance or delivery or attempted assignment sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Purchased Asset is (ia) prohibited by any applicable Law or (iib) would require any authorizations, approvals, consents or waivers from a third Person or Governmental Authority and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (eachClosing, a “Non-Assignable Asset”), then in either case, case the Closing shall proceedproceed without the sale, but the Closing shall not constitute the assignment assignment, transfer, conveyance or delivery of such Non-Assignable Assetasset, unless such failure to transfer such asset would have a Material Adverse Effect, as determined by Buyer in its reasonable discretion, and this Agreement shall not constitute an assignment a sale, assignment, transfer, conveyance or delivery of such Non-Assignable Asset unless asset. Subject to Section 8.2, in the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, the parties shall use their reasonable best efforts, and until cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller and Buyer shall not be required to pay any consideration to obtain any such authorization, approval, consent or waiver is obtainedwaiver. After Subject to Section 8.2, pending such authorization, approval, consent or waiver, the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer parties shall cooperate with Sellers each other in any arrangement commercially mutually agreeable, reasonable to Sellers and lawful arrangements designed to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses benefits of use of such asset and taxes) of all payments received by to Seller the benefits, including any indemnities, that, in each case, it in respect of all Non-Assignable Assetswould have obtained had the asset been conveyed to Buyer at the Closing. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once If authorization, approval approval, consent or waiver of or consent for the sale, conveyanceassignment, assignment transfer, conveyance or transfer delivery of any such Non-Assignable Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Sellers Seller shall assign assign, transfer, convey and deliver such Non-Assignable Asset asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, conveyance, assignment, transfer or delivery or attempted assignment sale, conveyance, assignment, transfer or delivery to Buyer the Acquiror of any Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person other than Seller or any Affiliate of Seller and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Transfer Date (each, a “Non"NON-Assignable Asset”ASSIGNABLE ASSET"), in either case, the Closing transactions contemplated on the Transfer Date shall proceedproceed (subject to the parties rights under ARTICLE X), but the Closing Transfer Date shall --------- not constitute the assignment sale, conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute an assignment a sale, conveyance, assignment, transfer or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the ClosingTransfer Date, Sellers the Seller shall continue to use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable AssetsSeller Third Party Consent, and Buyer the Seller shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer Acquiror in any such commercially reasonable arrangement, including performance by the Seller as agent if commercially reasonable to the Seller, and, in such case, Buyer the Acquiror shall be liable to Sellers the Seller in a fashion equivalent to what Buyer’s the Acquiror's Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers The Seller shall promptly pay over to Buyer the Acquiror the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment assignment, transfer or transfer delivery of any such Non-Assignable Asset not sold, conveyed, assigned, transferred or delivered at the Closing is obtained, Sellers the Seller shall assign convey, assign, transfer and deliver such Non-Assignable Asset to Buyer the Acquiror at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Assetthe Acquiror. Notwithstanding anything to the contrary contained in this Agreement, Buyer the Acquiror shall not assume any Liabilities under with respect to a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a)Acquiror. (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, assignment, transfer, conveyance or delivery or attempted assignment sale, assignment, transfer, conveyance or delivery to a Buyer of any asset that would be a Purchased Asset is (ia) prohibited by any applicable Law or (iib) would require any authorizations, approvals, consents or waivers from a third Person or Governmental or Regulatory Authority and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (eachClosing, a “Non-Assignable Asset”), then in either case, case the Closing shall proceedproceed without the sale, but the Closing shall not constitute the assignment assignment, transfer, conveyance or delivery of such Non-Assignable Asset, asset and this Agreement shall not constitute an assignment agreement for the sale, assignment, transfer, conveyance or delivery of such Non-Assignable Asset unless asset; provided that nothing in this Section 2.03 shall be deemed to waive the rights of such Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article X have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, the Parties shall use their commercially reasonable efforts and until cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver is obtained. After waiver, the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer Parties shall cooperate with Sellers each other in any arrangement commercially mutually agreeable, reasonable to Sellers and lawful arrangements designed to provide to the applicable Buyer the benefits of use of such asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to such Buyer at the Closing. To the extent that a Buyer is provided the benefits pursuant to this Section 2.03 of any Contract, such Buyer shall receive (x) perform for the interest benefit of Sellers in the benefits under other parties thereto the obligations of Seller or any Affiliate of Seller thereunder and (y) shall satisfy any related Liabilities with respect to such Non-Assignable Asset until such time as such third party consentContract that, approval but for the lack of an authorization, approval, consent or waiver shall have been obtainedto assign such obligations or Liabilities to such Buyer, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assignedAssumed Liabilities. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval approval, consent or waiver of or consent for the sale, conveyanceassignment, assignment transfer, conveyance or transfer delivery of any such Non-Assignable Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Sellers Seller shall assign assign, transfer, convey and deliver such Non-Assignable Asset asset to the applicable Buyer at no additional cost to the applicable Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15the contrary, this Agreement shall not constitute an agreement to assign any Purchased Asset, and neither Seller nor any of the Assigning Affiliates shall be obligated or entitled to assign such Purchased Asset, if the attempted assignment or attempted assignment to Buyer assumption of the same, without Seller or the Assigning Affiliate, as applicable, first having obtained the consent, approval, authorization or waiver of a third party, would constitute a breach or default under any Project Contract, would violate any Law or would in any way adversely affect the rights, or increase the obligations, of any Party to this Agreement with respect to such Purchased Asset is (i) prohibited by any applicable Law each a "Nonassignable style='mso-bookmark:_Ref55309525'> Asset"); provided, however, that Seller or (ii) would require any authorizationsthe Assigning Affiliate, as applicable, shall use Commercially Reasonable Efforts to obtain all such consents, approvals, consents authorizations and waivers at the earliest practicable date and in any event prior to the Closing Date and, if Seller or waivers from a third Person and the Assigning Affiliate, as applicable, shall not have obtained any such authorizationsconsent, approvalsapproval, consents authorization or waivers waiver prior to the Closing, Seller or the Assigning Affiliate, as applicable, shall continue to use Commercially Reasonable Efforts to obtain as promptly as practicable after the Closing any such consent, approval, authorization or waiver not obtained prior to the Closing. Purchaser shall cooperate as reasonably requested by Seller or the Assigning Affiliate, as applicable, in connection with Seller's or the Assigning Affiliate's efforts, as applicable, to obtain any such consent, approval, authorization or waiver. (b) Without limiting Seller's or the Assigning Affiliates' obligations under Section 2.5(a), if any such consent, approval, authorization or waiver shall not have been obtained prior to the Closing (eachClosing, a “Non-Assignable Asset”)to the extent and for so long as the related Nonassignable Asset shall not have been assigned and transferred to Purchaser, in either caseSeller, the Closing shall proceed, but Assigning Affiliates and their appropriate Affiliates may at the Closing shall not constitute enter into such arrangements (including related written agreements) as Purchaser may reasonably request in order to fairly compensate Purchaser for the assignment of such Non-Assignable Assetloss of, and this Agreement shall not constitute an assignment of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive to Purchaser the interest of Sellers in the benefits under such Non-Assignable benefit of, any Nonassignable Asset until such time as such third party consent, approval or waiver shall have been obtained, not assigned and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable transferred to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX belowPurchaser. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, assignment, transfer, conveyance or delivery or attempted assignment sale, assignment, transfer, conveyance or delivery to Buyer APDN Sub of any asset to be included in the Purchased Asset Assets is (ia) prohibited by any applicable Law law or (iib) would require any authorizations, approvals, consents or waivers from a third Person or Governmental Authority and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (eachClosing, a “Non-Assignable Asset”), then in either case, case the Buyers shall have the option of either (i) proceeding with the Closing shall proceedwithout the sale, but the Closing shall not constitute the assignment assignment, transfer, conveyance or delivery of such Non-Assignable Asset, asset and in such instance this Agreement shall not constitute an assignment agreement for the sale, assignment, transfer, conveyance or delivery of such Non-Assignable Asset unless asset; provided, however, the Purchase Price shall be reduced by a number of shares of APDN common stock equal in value to the fair market value of such asset as reasonably determined by the Buyers (the "Purchase Price Adjustment Amount"), or (ii) terminating this Agreement by notice to the Sellers; nothing in this Section 2.6 shall be deemed to waive the rights of Buyers not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Sections 9.1 and until 9.2 have not been satisfied. In the event that the Buyers elects to proceed with the Closing without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, the Parties shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that, except as provided for in Section 8.3, neither the Buyers nor the Sellers shall be required to pay any consideration to obtain any such authorization, approval, consent or waiver is obtainedwaiver. After Pending such authorization, approval, consent or waiver, the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer Parties shall cooperate with Sellers each other in any arrangement commercially mutually agreeable, reasonable to Sellers and lawful arrangements designed to provide that Buyer shall receive to the interest of Sellers in Buyers the benefits under of use of such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assignedasset. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval approval, consent or waiver of or consent for the sale, conveyanceassignment, assignment transfer, conveyance or transfer delivery of any such Non-Assignable Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Sellers the Company Sub shall assign assign, transfer, convey and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything asset to the contrary contained APDN Sub and the APDN Sub shall deliver to the Company Shareholders a number of shares of APDN common stock equal in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned value to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a)Purchase Price Adjustment Amount. (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, assignment, transfer, conveyance or delivery or attempted assignment sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Purchased Asset is (ia) prohibited by any applicable Law or (iib) would require any authorizations, approvals, consents or waivers from a third Person or Governmental or Regulatory Authority and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (eachClosing, a “Non-Assignable Asset”), then in either case, case the Closing shall proceedproceed without the sale, but the Closing shall not constitute the assignment assignment, transfer, conveyance or delivery of such Non-Assignable Asset, asset and this Agreement shall not constitute an assignment agreement for the sale, assignment, transfer, conveyance or delivery of such Non-Assignable Asset unless asset; provided that nothing in this Section 2.02 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article X have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, the Parties shall use their reasonable best efforts, and until cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that, except as provided for in Section 8.09, Seller shall not be required to pay any consideration to obtain in any such authorization, approval, consent or waiver is obtainedwaiver. After Pending such authorization, approval, consent or waiver, the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer Parties shall cooperate with Sellers each other in any arrangement commercially mutually agreeable, reasonable to Sellers and lawful arrangements designed to provide to Buyer the benefits of use of such asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to Buyer at the Closing. To the extent that Buyer shall receive the interest of Sellers in is provided the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in pursuant to this Section 2.02 of any such commercially reasonable arrangement, and, in such caseContract, Buyer shall be liable (x) perform for the benefit of the other parties thereto the obligations of Seller thereunder and (y) shall satisfy any related Liabilities with respect to Sellers in a fashion equivalent such Contract that, but for the lack of an authorization, approval, consent or waiver to what assign such obligations or Liabilities to Buyer’s Liabilities , would be under the Non-Assignable Asset if it were assignedAssumed Liabilities. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval approval, consent or waiver of or consent for the sale, conveyanceassignment, assignment transfer, conveyance or transfer delivery of any such Non-Assignable Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Sellers Seller shall assign assign, transfer, convey and deliver such Non-Assignable Asset asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.11 -11-

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, but subject to Section 8.153.2(e) and Section 7.6, if the sale, conveyance, assignment or transfer, or attempted sale, conveyance, assignment or transfer, to Buyer Purchaser of any Purchased Asset Asset, including any Assumed Contract, Permit or other right that is (i) prohibited part of the Purchased Assets, is by any applicable its terms or by Applicable Law or (ii) would require any authorizations, approvals, consents or waivers from non-assignable without the Consent of a third Person party (including any Governmental Authority) and such authorizations, approvals, consents or waivers Consent shall not have been obtained prior to the Closing Date (eacheach such Purchased Asset, a “Non-Assignable Asset”), in either caseand provided that the failure or inability to transfer such Non-Assignable Asset to Purchaser does not have a Material Adverse Effect, the Closing shall proceedproceed (without any adjustment to the Purchase Price), but the Closing shall not constitute the assignment sale, conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute an assignment a sale, conveyance, assignment, transfer or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver Consent is obtained. After the ClosingClosing Date, Sellers Seller and Purchaser shall each use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers Consents related to the Non-Assignable AssetsAssets (provided that Seller shall not be required to remain secondarily or contingently liable for any Assumed Liabilities, or make or cause to be made any payment to any third party in connection with such efforts), and Buyer Purchaser shall cooperate with Sellers Seller in any arrangement commercially reasonable to Sellers the Parties to provide that Buyer Purchaser shall receive the interest of Sellers Seller in the benefits under each such Non-Assignable Asset until such time as such third party consent, approval or waiver Consent (including any Governmental Consent) shall have been obtained, and Sellers Seller shall cooperate with Buyer Purchaser in any such commercially reasonable arrangement, including performance by Seller, as Purchaser’s agent, if commercially reasonable to Seller, and, in such case, Buyer Purchaser shall be liable to Sellers Seller in a fashion equivalent to what BuyerPurchaser’s Liabilities would be under the Non-Assignable Asset if it were assignedassigned (other than with respect to any Liabilities arising from the negligence or intentional misconduct of Seller). Sellers Provided that Purchaser is liable for all applicable Liabilities related to a Non-Assignable Asset, Seller shall promptly pay over to Buyer Purchaser the net amount (after out-of-pocket expenses and taxesTaxes) of all payments received by it Seller in respect of all such Non-Assignable AssetsAsset. Notwithstanding In the foregoing, event that Seller acts as Purchaser’s agent or is otherwise required to act to fulfill obligations related to a Non-Assignable Asset pursuant to this Section 1.4 2.2(d), Purchaser shall not apply use commercially reasonable efforts to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) assist and fully cooperate with Seller in fulfilling such obligations. Once authorization, approval or waiver of or consent Consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute be conveyed, assigned, transferred and delivered to Purchaser without any further action by the Parties, except that Seller shall execute any xxxx of sale or similar document as required to complete the transfer of such Non-Assignable Asset. Other than as specifically set forth otherwise in this Agreement, Purchaser shall assume all Liabilities in respect of any Non-Assignable Asset and Purchaser shall also be liable to Seller for performing its obligations under the arrangements described in this Section 2.2(d). Purchaser agrees that, so long as Seller has complied with its obligations under Sections 6.3 and 7.6, and subject to the provisions of this Section 2.2 and Section 3.2(e), Seller shall not have any liability whatsoever to Purchaser arising out of or relating to the failure to obtain any Consents related to the Non-Assignable Assets that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the breach, violation, acceleration, cancellation or termination of, or default under, any Contract or Permit as a Purchased Assetresult thereof. Notwithstanding anything to the contrary contained in herein, but subject to this AgreementSection 2.2 and Sections 3.1(a), Buyer 3.2(d)(ii) and 3.2(e), Purchaser further agrees that, so long as Seller has complied with its obligations under Sections 6.3 and 7.6, no representation, warranty, covenant or agreement of Seller contained herein shall be breached or deemed breached, and no condition of Purchaser shall be deemed not assume to be satisfied, as a result, directly or indirectly, of the failure to obtain any Liabilities under a Consent related to the Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a)Assets. (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15, if the assignment or attempted assignment to Buyer of any Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (each, a “Non-Assignable Asset”), in either case, the Closing shall proceed, but the Closing shall not constitute the assignment of such Non-Assignable Asset, and this Agreement shall not constitute an assignment of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer but subject to Section 7.2, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of any Purchased Assets (i) is prohibited by any Applicable Law or (ii) would require any consents, waivers, approvals or authorizations of a Third Party or Governmental Authority (a “Consent”) and such Consents shall not assume have been obtained prior to the Closing and an attempted assignment thereof without such Consent would constitute a breach thereof, then in either case, the Closing will proceed without the sale, assignment, transfer, conveyance or delivery of such Purchased Assets and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such Purchased Asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any Liabilities under a Non-Assignable Asset until it has been assigned such Purchased Asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate with each other, to Buyerobtain promptly such Consents; provided, however, that Buyer no Party shall be liable required to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility pay any consideration to obtain any such Consent. Pending receipt of such Consents, the Parties shall cooperate with each other in any mutually agreeable, reasonable and all operating agreements necessary lawful arrangements designed to conduct provide to Purchaser the Partnership’s business from benefits of and the obligations associated with use of such Purchased Asset that it would have obtained or been subject to had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.9 of any Assumed Contract, Purchaser shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, which arise after the Closing DateClosing, includingand (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, without limitation, replacement software license agreements but for the software which will replace the Excluded Softwarelack of a Consent to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. Buyer shall also be responsible for obtaining new licenses and permits Once Consent for the operation sale, assignment, transfer, conveyance or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Hotel/Casino. Except as set forth in Section 1.1(viii)Closing is obtained or given, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Purchaser at no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interestsadditional cost to Purchaser.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15, if the assignment or attempted assignment to Buyer of any Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (each, a “Non-Assignable Asset”), in either case, the Closing shall proceed, but the Closing shall not constitute the assignment of such Non-Assignable Asset, and this Agreement shall not constitute an assignment of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Purchased Asset is (a) prohibited by any applicable Law or (b) would require any consents, waivers, approvals, authorizations of or notices to a third Person or Governmental or Regulatory Authority and such consents, waivers, approvals, authorizations or notices shall not assume have been obtained prior to the Closing, then in either case the Closing shall proceed without the sale, assignment, transfer, conveyance or delivery of such asset, or assumption of such contract, and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such asset or assumption of such contract. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any Liabilities under a Non-Assignable Asset until it has been assigned such asset or assumption of such contract, then for six (6) months following the Closing, the Parties shall use their commercially reasonable efforts, and cooperate in good faith with each other, to Buyerobtain promptly such consents, waivers, approvals, authorizations or notices; provided, howeverthat in no event shall Seller or its Affiliates have any obligation to offer or pay any consideration, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described commence any litigation or grant any third party any accommodation (financial or otherwise) in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility order to obtain any such consents, waivers, approvals, authorizations or notices. Pending such consents, waivers, approvals, authorizations or notices, the Parties shall cooperate with each other in any mutually agreeable, reasonable and all operating agreements necessary lawful arrangement, and as permitted under the applicable Contract, designed to conduct provide to Buyer the Partnership’s business from benefits of use of such asset and after to Seller the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to Buyer at the Closing. To the extent that Buyer is provided the benefits pursuant to this Section 2.2 of any Contract, Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder and (y) shall satisfy any related Liabilities with respect to such Contract that, but for the lack of an authorization, approval, consent or waiver to assign such obligations or Liabilities to Buyer, would be Assumed Liabilities. Once consent, waiver, approval, authorization or notice for the sale, assignment, transfer, conveyance or delivery of any such asset not sold, assigned, transferred, conveyed or delivered at the Closing Dateis obtained or given, includingSeller shall assign, without limitationtransfer, replacement software license agreements for the software which will replace the Excluded Software. convey and deliver such asset to Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), at no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interestsadditional cost to Buyer.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, assignment, transfer, conveyance or delivery or attempted assignment sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Purchased Asset is (ia) prohibited by any applicable Law or (iib) would require any authorizations, approvals, consents or waivers from a third Person or Governmental or Regulatory Authority and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (eachClosing, a “Non-Assignable Asset”), then in either case, case the Closing shall proceedproceed without the sale, but the Closing shall not constitute the assignment assignment, transfer, conveyance or delivery of such Non-Assignable Asset, asset and this Agreement shall not constitute an assignment a sale, assignment, transfer, conveyance or delivery of such Non-Assignable Asset unless asset; provided that nothing in this Section 2.02 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article X have not been satisfied. Subject to Section 8.02, in the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, the parties shall use their reasonable best efforts, and until cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller shall not be required to pay any consideration to obtain any such authorization, approval, consent or waiver is obtainedwaiver. After Subject to Section 8.02, pending such authorization, approval, consent or waiver, the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer parties shall cooperate with Sellers each other in any arrangement commercially mutually agreeable, reasonable to Sellers and lawful arrangements designed to provide to Buyer the benefits of use of such asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to Buyer at the Closing. To the extent that Buyer shall receive the interest of Sellers in is provided the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in pursuant to this Section 2.02 of any such commercially reasonable arrangement, and, in such caseAssumed Contract, Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, including any payments to be liable made thereunder; and (y) shall satisfy any related Liabilities with respect to Sellers in a fashion equivalent such Assumed Contract that, but for the lack of an authorization, approval, consent or waiver to what assign such obligations or Liabilities to Buyer’s Liabilities , would be under the Non-Assignable Asset if it were assignedAssumed Liabilities. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once If authorization, approval approval, consent or waiver of or consent for the sale, conveyanceassignment, assignment transfer, conveyance or transfer delivery of any such Non-Assignable Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Sellers Seller shall assign assign, transfer, convey and deliver such Non-Assignable Asset asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15ARTICLE I, if the sale, conveyance, assignment, attempted sale, conveyance, assignment or attempted assignment transfer to Buyer of any Contract (other than the Amended Ground Lease and any other Contract listed in Section 4.2(m) of the Seller Disclosure Letter) that is part of the Purchased Asset is (i) prohibited Assets is, by any applicable Law or (ii) would require any authorizationsits terms, approvals, consents or waivers from nonassignable without the consent of a third Person party (other than an Affiliate of Seller, in which case Seller covenants and agrees to cause such Affiliate to render such consent) and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either casecase (provided that such authorization, approval, consent or waiver is not a Required Consent), the Closing shall proceed, but the Closing shall not constitute the assignment sale, conveyance, assignment, transfer or delivery of any such Non-Assignable Asset, and this Agreement shall not constitute an assignment a sale, conveyance, assignment, transfer or delivery of any such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained; provided, however, that nothing in this Section 1.6 shall relieve the parties of their obligations under Section 7.8 hereof and notwithstanding anything in this Agreement, receipt of the Required Consents shall be a condition to Buyer’s obligation to effect the Closing. After the Closing, Sellers Seller and Buyer shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer and Seller shall cooperate with Sellers each other in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers Seller in the benefits under any such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers each of Buyer and Seller shall cooperate with Buyer the other party in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable including performance by Seller as agent if commercially reasonable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assignedSeller. Sellers Seller shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all of its Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers Seller shall assign convey, assign, transfer and deliver any such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, assignment, transfer, conveyance or delivery or attempted assignment sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Purchased Asset is (ia) prohibited by any applicable Law or (iib) would require any authorizations, approvals, consents or waivers from a third Person Third Party or Governmental or Regulatory Authority and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (eachClosing, a “Non-Assignable Asset”), then in either case, case the Closing shall proceedproceed without the sale, but the Closing shall not constitute the assignment assignment, transfer, conveyance or delivery of such Non-Assignable Asset, asset and this Agreement shall not constitute an assignment a sale, assignment, transfer, conveyance or delivery of such Non-Assignable Asset unless asset; provided that nothing in this Section 2.02 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article X have not been satisfied. Subject to Section 8.02, in the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, the Parties shall use their commercially reasonable best efforts, and until cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Sellers shall not be required to pay any consideration to obtain any such authorization, approval, consent or waiver is obtainedwaiver. After Subject to Section 8.02, pending such authorization, approval, consent or waiver, the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer Parties shall cooperate with Sellers each other in any arrangement commercially mutually agreeable, reasonable to Sellers and lawful arrangements designed to provide to Buyer the benefits of use of such asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to Buyer at the Closing. To the extent that Buyer shall receive the interest of Sellers in is provided the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in pursuant to this Section 2.02 of any such commercially reasonable arrangement, and, in such caseAssumed Contract, Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Sellers or any Affiliate of any Seller thereunder, including any payments to be liable made thereunder; and (y) shall satisfy any related Liabilities with respect to Sellers in a fashion equivalent such Assumed Contract that, but for the lack of an authorization, approval, consent or waiver to what assign such obligations or Liabilities to Buyer’s Liabilities , would be under the Non-Assignable Asset if it were assignedAssumed Liabilities. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once If authorization, approval approval, consent or waiver of or consent for the sale, conveyanceassignment, assignment transfer, conveyance or transfer delivery of any such Non-Assignable Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Sellers Seller shall assign assign, transfer, convey and deliver such Non-Assignable Asset asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. At the Closing and effective as of the Closing Date, MII Life shall, and shall cause its controlled Affiliates (aas applicable) to, assign to Buyer all of MII Life’s and each applicable Affiliate’s rights under the Assumed Contracts. Notwithstanding anything the foregoing, no Assumed Contract shall be assigned, or deemed to be assigned, contrary to law or, in the event not permitted, or any applicable consent or approval is not obtained, pursuant to the contrary contained in this Agreement but subject to Section 8.15, if the assignment or attempted assignment to Buyer terms of such Assumed Contract (any Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (eachAssumed Contract, a “Non-Assignable AssetContract”). The performance obligations of MII Life or its applicable Affiliate under a Non-Assignable Contract shall, in either case, unless prohibited by law or by the Closing shall proceed, but the Closing shall not constitute the assignment terms of such Non-Assignable AssetContract, and this Agreement shall not constitute an assignment of be deemed to be subleased or subcontracted to Buyer until such Non-Assignable Asset unless Contract has been assigned to Buyer. With respect to Non-Assignable Contracts, MII Life shall, and until such authorizationshall cause its controlled Affiliates (as applicable) to, approval, consent or waiver is obtained. After the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, all necessary consents or waivers related and approvals and to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable deliver all required notices to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, effect assignment or transfer of any such Non-Assignable Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned thereof to Buyer; provided, however, MII Life and its Affiliates (as applicable) shall (a) not be required to pay any material fee or payment or make any concession to any third party in order to obtain any such consent or amendment, and Buyer acknowledges and agrees that Buyer shall be liable the procurement of any such consent or amendment is not a condition to Sellers for performing its Buyer’s obligations under to effect the commercially reasonable arrangements described in Closing except as expressly contemplated by Section 1.4(a). , (b) until any necessary consent or approval is obtained, provide Buyer in any arrangement acceptable to Buyer (including a transition services arrangement) the full benefits (including the exercise of rights) and burdens (other than any Excluded Liabilities) under any such Non-Assignable Contracts, including enforcement, at Buyer’s sole expense, for the benefit of Buyer of any and all rights of Seller or any of its controlled Affiliates (as applicable) against a third party arising out of the breach or cancellation of any such Non-Assignable Contract or otherwise, (c) Except hold all monies paid thereunder in trust for delivery the account of Buyer and (d) remit all such monies without set-off of any kind whatsoever (other than expenses incurred in performing under the Non-Assignable Contracts) to Buyer as promptly as possible. The obligations of the Assumed Parties under this Section 1.7 shall survive the Closing. Notwithstanding the foregoing, in no event shall the VEBA Contracts required to Buyer by Sellers and as set forth in be terminated following the Consent Solicitation End Date pursuant to Section 1.4(a4.2(d) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interestsconsidered Non-Assignable Contracts.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment conveyance, assignment, transfer or delivery or attempted assignment conveyance, assignment, transfer or delivery to Buyer the Company of any Purchased Transferred Asset is (ia) prohibited by any applicable Law law, or (iib) would require any authorizations, approvals, consents or waivers from a third Person party and such authorizations, approvals, consents or waivers shall have not have been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, the Closing shall proceed, but the Closing shall not constitute the assignment conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute an assignment a conveyance, assignment, transfer or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers each of TDCC and DGTI, as the case may be, shall continue to use commercially reasonable efforts to obtain any such authorizationsauthorization, approvalsapproval, consents consent or waivers related to waiver as promptly as practicable for the Non-Assignable AssetsAssets as set forth on Schedule 4.4.(a), and Buyer shall cooperate except with Sellers in any arrangement commercially reasonable respect to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such those Non-Assignable Asset until such time Assets the Parties have agreed would not be included in the Transferred Assets as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assignedset forth on Schedule 4.4(b). Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment assignment, transfer or transfer delivery of any such Non-Assignable Asset is obtained, Sellers each of TDCC and DGTI, as the case may be, shall assign convey, assign, transfer and deliver such Non-Assignable Asset to Buyer the Company at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Assetthe Company. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume each of TDCC, DGTI and the Company, agree to cooperate to effect as close as possible, the rights, benefits and obligations of any Liabilities under Business Contract that is a Non-Assignable Asset until as if it has been were assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Dateat Closing, including, without limitation, replacement software license agreements the enforcement, for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation benefit of the Hotel/Casino. Except Company, of any and all rights of TDCC or DGTI, as set forth in Section 1.1(viii)the case may be, no licenses or permits will be transferred by Sellers in connection with the sale against such other party thereto arising out of the Partnership Interestscontract, or cancellation thereof, by such other party or otherwise. To the extent that such Business Contract has to be modified, amended or terminated in order to facilitate the assignment or transfer of the Business to the Company, each of TDCC, DGTI and the Company, agree to take such actions and execute such documents as may reasonably be requested in writing to effect the same.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, assignment, transfer, conveyance or delivery or attempted assignment sale, assignment, transfer, conveyance or delivery to Buyer the Acquiror of any Purchased Asset Contract, Plant Contracts, Supply Contracts, the Plant Personal Property and the Governmental Permits is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person or Governmental or Regulatory Authority and such authorizations, approvals, consents or waivers shall not have been obtained prior to the applicable Closing Date (each, each a “"Non-Assignable Asset”"), and in either case, the Closing shall proceed, but the Closing shall not constitute the assignment sale, assignment, transfer, conveyance or delivery of such Non-Assignable Asset, and this Agreement shall not constitute an assignment a sale, assignment, transfer, conveyance or delivery of such Non-Assignable Asset Contract unless and until such authorization, approval, consent or waiver is obtained. After ; provided that if any of the Purchased Assets set forth on Schedule 2.02 shall constitute Non-Assignable Assets, the Acquiror shall have the right not to consummate the Closing, Sellers but shall have no such right with regard to any other Non-Assignable Assets. In the event that the Closing occurs without the sale, assignment, transfer, conveyance or delivery of any Non-Assignable Asset, then the Elan Companies shall continue to use commercially reasonable efforts to obtain any such authorizations, approvals, consents Elan Third Party Consent or waivers related to novation after the Non-Assignable AssetsClosing Date, and Buyer the Acquiror shall cooperate with Sellers the Elan Companies in any economically feasible arrangement commercially reasonable to Sellers the Elan Companies to provide that Buyer the Acquiror shall receive the interest of Sellers the Elan Companies in the benefits under such Non-Assignable Asset until such time as such third party consent, approval Elan Third Party Consent or waiver novation shall have been obtained, and Sellers the Elan Companies shall cooperate with Buyer the Acquiror in any such commercially reasonable economically feasible arrangement, andincluding performance by the Elan Companies as agent if economically feasible to the Elan Companies, in such case, Buyer and that the Acquiror shall be liable to Sellers the Elan Companies in a fashion economically equivalent to what Buyer’s the Acquiror's Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers ; provided, that the Acquiror shall promptly pay over only be so liable to Buyer the net amount (after expenses and taxes) of all payments received by Elan Companies to the extent that it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions correspondingly receives benefits under this Agreement pursuant to Article IX belowsuch economically feasible arrangement. (b) The Elan Companies shall pay and discharge, and shall indemnify and hold harmless the Acquiror and its Affiliates from and against, any and all out-of-pocket costs of cooperation with Elan Companies seeking to obtain or obtaining the Elan Third Party Consents whether before or after the Closing Date. Once authorization, approval or waiver of or consent for the sale, conveyanceassignment, assignment transfer, conveyance or transfer delivery of any such Non-Assignable Asset Contract not sold, assigned, transferred, conveyed or delivered at the applicable Closing is obtained, Sellers the Elan Companies shall assign assign, transfer, convey and deliver such Non-Assignable Asset Contract to Buyer the Acquiror at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Assetthe Acquiror. Notwithstanding anything to the contrary contained in this Agreement, Buyer the Acquiror shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyerthe Acquiror; provided, however, that Buyer shall the Acquiror will be liable to Sellers the Elan Companies for performing its obligations under the commercially reasonable economically feasible arrangements described in Section 1.4(a2.02(a). (c) Except for delivery of ; and provided, further, that the Assumed Contracts Acquiror shall only be so liable to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees the Elan Companies to the extent that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interestscorrespondingly receives benefits under such economically feasible arrangement.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, assignment, transfer, conveyance or delivery or attempted assignment sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased asset that would be an Acquired Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third any Governmental or Regulatory Authority or other Person (other than any authorization, approval, consent or waiver pursuant to the HSR Act, to which this Section 2.6 shall not apply) and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (eachClosing, a “Non-Assignable Asset”), then in either case, such case the Closing shall proceedproceed without the sale, but the Closing shall not constitute the assignment assignment, transfer, conveyance or delivery of such Non-Assignable Asset, asset and this Agreement shall not constitute an assignment agreement for the sale, assignment, transfer, conveyance or delivery of such Non-Assignable Asset unless and until asset; provided, that the foregoing shall in no way relieve such Party of its obligation to acquire such authorization, approval, consent or waiver is obtainedwaiver, and nothing in this Section 2.6 shall be deemed to waive (i) the rights of Sellers or Buyer not to consummate the transactions contemplated by this Agreement if the conditions to Sellers’ or Buyer’s obligations set forth in Section 7.2 or Section 7.3, respectively, have not been satisfied, including for the failure to deliver the Acquired Assets that become the subject of this Section 2.6, and/or (ii) a Party’s right to pursue any remedies available to such Party with respect to such failure to acquire such authorization, approval, consent or waiver. After In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, Sellers the Parties shall use commercially their reasonable efforts efforts, and cooperate with each other, to obtain any promptly such authorizations, approvals, consents or waivers related waivers; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration to obtain any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the Non-Assignable Assets, and Buyer Parties shall cooperate with Sellers each other in any arrangement commercially mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such asset and to Sellers the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to provide Buyer at the Closing. To the extent that Buyer shall receive the interest of Sellers in is provided the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in pursuant to this Section 2.6 of any such commercially reasonable arrangement, and, in such caseContract, Buyer shall be liable (x) perform for the benefit of the other parties thereto the obligations of Sellers thereunder and (y) shall satisfy any related liabilities with respect to Sellers in a fashion equivalent such Contract that, but for the lack of an authorization, approval, consent or waiver to what assign such obligations or liabilities to Buyer’s Liabilities , would be under the Non-Assignable Asset if it were assignedAssumed Liabilities. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval approval, consent or waiver of or consent for the sale, conveyanceassignment, assignment transfer, conveyance or transfer delivery of any such Non-Assignable Asset asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Sellers shall assign assign, transfer, convey and deliver such Non-Assignable Asset asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment conveyance, assignment, transfer or delivery or attempted assignment conveyance, assignment, transfer or delivery to Buyer Anza of any Purchased Transferred Asset is (ia) prohibited by any applicable Law or (iib) would require any authorizations, approvals, consents or waivers from a third Person party to convey, assign, transfer or deliver such Transferred Asset and such authorizations, approvals, consents or waivers shall have not have been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, the Closing shall proceedproceed (subject to the Parties’ rights under Article VI), but the Closing shall not constitute the assignment conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute an assignment a conveyance, assignment, transfer or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers the Parties shall continue to use commercially reasonable efforts and cooperate with each other, without additional consideration, to obtain any such authorizationsauthorization, approvalsapproval, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval consent or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assignedas promptly as practicable. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment assignment, transfer or transfer delivery of any such Non-Assignable Asset not conveyed, assigned, transferred or delivered at the Closing is obtained, Sellers Cerus shall assign convey, assign, transfer and deliver such Non-Assignable Asset to Buyer Anza at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased AssetAnza. Notwithstanding anything to the contrary contained in this Agreement, Buyer Anza shall not assume any Liabilities under with respect to a Non-Assignable Asset until it has been assigned conveyed, assigned, transferred and delivered to Buyer; providedAnza except to the extent related to any rights and/or benefits obtained by Anza pursuant to such Non-Assignable Asset. In addition, howeverfor so long as a Transferred Contract remains a Non-Assignable Asset, Cerus agrees to cooperate with Anza, as reasonably requested in writing by Anza, to extend and make available to Anza any rights and/or benefits available under such contract, provided that Buyer Anza pays all amounts and fulfills all obligations arising from or associated with such Non-Assignable Assets, other than to the extent such amounts or obligations would constitute a Retained Liability if such Non-Assignable Asset were conveyed, assigned, transferred or delivered on the Closing Date. Without limiting the foregoing, (a) upon the written request of Anza, Cerus agrees to exercise rights (for example, elections or options) on Anza’s behalf under such contract, at Anza’s expense, provided that all Liabilities resulting from the exercise of such rights shall be liable Liabilities solely of Anza, and Cerus shall not exercise any of its rights under such contract unless requested or approved in writing by Anza, (b) Cerus shall keep Anza informed as to Sellers for performing its obligations Cerus’ written communications from the other party to such contract, including notifying Anza in the event Cerus is notified with respect to matters that require Cerus’ consent (or which trigger an option or an election by Cerus) under the commercially reasonable arrangements described in Section 1.4(a). such contract, or regarding matters that affect Cerus’ or Anza’s rights thereunder, (c) Except for delivery to the extent that Anza obtains the agreement of the Assumed Contracts other party to Buyer by Sellers such contract to modify, amend or otherwise alter or waive any performance, obligation or provision of such contract, Cerus agrees to take such actions and execute such documents as set forth Anza may reasonably request in Section 1.4(a) writing to effect the same, at Anza’s expense, provided that all Liabilities resulting from such modification, amendment, alteration or waiver shall be Liabilities solely of Anza, and (b)d) in the event that Anza obtains an agreement from the other party to such contract to transfer the rights under such contract directly to Anza, Buyer understands and agrees that it is solely Buyer’s responsibility Cerus shall transfer such rights to obtain any and all operating agreements necessary Anza in a writing reasonably acceptable to conduct the Partnership’s business from and after the Closing DateAnza. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, includingMARKED BY BRACKETS, without limitationHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership InterestsAS AMENDED.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained Nothing in this Agreement but subject nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to Section 8.15, if the assignment or attempted assignment to Buyer of assign any Purchased Asset Asset, including any Contract, Seller Permit, certificate, approval, authorization or other right, that by its terms or by Law is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from non-assignable without the consent of a third Person and such authorizations, approvals, consents party (including any Governmental Entity) or waivers shall not have been obtained prior to is cancelable by a third party in the Closing event of an assignment (each, a “Non-Assignable Asset”), in either case, the Closing unless and until consent from such third party shall proceed, but the Closing shall not constitute the assignment of such have been obtained. With respect to all Non-Assignable AssetAssets, and this Agreement shall not constitute an assignment including those set forth on Section 1.6(a) of such Non-Assignable Asset unless and until such authorizationthe Seller Disclosure Letter, approval, consent or waiver is obtained. After the Closing, Sellers Seller shall use its commercially reasonable efforts to cooperate with Buyer at its request for up to six (6) months following the Closing Date in endeavoring to obtain such consents; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities, provide any financial accommodation, or remain secondarily or contingently liable for any Assumed Liability to obtain any such authorizationsconsent and any failure to obtain any consent by Seller for any reason in and of itself shall not constitute a breach of this Agreement. Subject to the foregoing, approvalsBuyer and Seller shall use their respective commercially reasonable efforts to obtain, consents or waivers related cause to be obtained, any consent, substitution, approval or amendment required to novate all Assumed Liabilities under any and all Assumed Contracts, or to obtain in writing the unconditional release of Seller and its Affiliates, so that, in any such case, Buyer shall be solely responsible for Assumed Liabilities thereunder in accordance with the terms and conditions of this Agreement. To the extent permitted by applicable Law and the terms of the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under event that consents to the assignment thereof cannot be obtained, such Non-Assignable Asset until such time Assets shall be held, as such third party consentof and from the Closing Date, approval by Seller (or waiver shall have been obtainedthe applicable Affiliate of Seller) for the benefit and detriment of Buyer, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer the covenants and obligations thereunder shall be liable to Sellers performed by Buyer at its expense and in a fashion equivalent to what Seller’s name, and all benefits and obligations existing thereunder shall be for Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers account (and Seller shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments money received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtainedAssets in respect of periods after the Closing Date); provided, Sellers shall assign and deliver such Non-Assignable Asset that Seller may, after providing prior written notice to Buyer at no additional cost to Buyerwith reasonable detail, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume withhold any Liabilities performance under a Non-Assignable Asset that may otherwise be reasonably requested by Buyer until it has been assigned Buyer shall have provided Seller with all funds and other resources necessary for such performance. As of and from the Closing Date, Seller authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller under the Non-Assignable Assets. Buyer agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Buyer; provided’s performance of, howeveror failure to perform, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described Non-Assignable Assets to the extent included in Section 1.4(a)the Assumed Liabilities. (cb) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s its responsibility to obtain any and all operating agreements and systems necessary to conduct operate and support the Partnership’s business located at the Property from and after the Closing Date, includingincluding those set forth on Section 1.6(b) of the Seller Disclosure Letter, without limitation, any replacement software license agreements for agreements, information technology licenses and systems (including general ledger systems) and databases (including customer databases). Subject to the software which will replace the Excluded Software. terms and conditions hereof, Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/CasinoProperty, including applicable Gaming Approvals. Except as set forth for licenses or permits expressly included in Section 1.1(viii), the definition of “Purchased Assets,” no licenses or permits will be transferred by Sellers Seller in connection with the sale of the Partnership InterestsProperty. Buyer understands and agrees that the assignment of certain Contracts, including those set forth on Section 1.6(b)(ii) of the Seller Disclosure Letter, may require the delivery by Buyer of certain deposits to the third parties that are party to such Contracts and that Buyer shall be responsible for the timely delivery of such deposits in accordance with the requirements of such Contracts with third parties.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, assignment, transfer, conveyance or delivery or attempted assignment sale, assignment, transfer, conveyance or delivery to Buyer the Acquiror of any Purchased Asset Contract, Plant Contracts, Supply Contracts, the Plant Personal Property and the Governmental Permits is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person or Governmental or Regulatory Authority and such authorizations, approvals, consents or waivers shall not have been obtained prior to the applicable Closing Date (each, each a “"Non-Assignable Asset”"), and in either case, the Closing shall proceed, but the Closing shall not constitute the assignment sale, assignment, transfer, conveyance or delivery of such Non-Assignable Asset, and this Agreement shall not constitute an assignment a sale, assignment, transfer, conveyance or delivery of such Non-Assignable Asset Contract unless and until such authorization, approval, consent or waiver is obtained. After ; provided that if any of the Purchased Assets set forth on Schedule 2.02 shall constitute Non-Assignable Assets, the Acquiror shall have the right not to consummate the Closing, Sellers but shall have no such right with regard to any other Non-Assignable Assets. In the event that the Closing occurs without the sale, assignment, transfer, conveyance or delivery of any Non-Assignable Asset, then the Elan Companies shall continue to use commercially reasonable efforts to obtain any such authorizations, approvals, consents Elan Third Party Consent or waivers related to novation after the Non-Assignable AssetsClosing Date, and Buyer the Acquiror shall cooperate with Sellers the Elan Companies in any economically feasible arrangement commercially reasonable to Sellers the Elan Companies to provide that Buyer the Acquiror shall receive the interest of Sellers the Elan Companies in the benefits under such Non-Assignable Asset until such time as such third party consent, approval Elan Third Party Consent or waiver novation shall have been obtained, and Sellers the Elan Companies shall cooperate with Buyer the Acquiror in any such commercially reasonable economically feasible arrangement, andincluding performance by the Elan Companies as agent if eco- nomically feasible to the Elan Companies, in such case, Buyer and that the Acquiror shall be liable to Sellers the Elan Companies in a fashion economically equivalent to what Buyer’s the Acquiror's Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers ; provided, that the Acquiror shall promptly pay over only be so liable to Buyer the net amount (after expenses and taxes) of all payments received by Elan Companies to the extent that it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions correspondingly receives benefits under this Agreement pursuant to Article IX belowsuch economically feasible arrangement. (b) The Elan Companies shall pay and discharge, and shall indemnify and hold harmless the Acquiror and its Affiliates from and against, any and all out-of-pocket costs of cooperation with Elan Companies seeking to obtain or obtaining the Elan Third Party Consents whether before or after the Closing Date. Once authorization, approval or waiver of or consent for the sale, conveyanceassignment, assignment transfer, conveyance or transfer delivery of any such Non-Assignable Asset Contract not sold, assigned, transferred, conveyed or delivered at the applicable Closing is obtained, Sellers the Elan Companies shall assign assign, transfer, convey and deliver such Non-Assignable Asset Contract to Buyer the Acquiror at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Assetthe Acquiror. Notwithstanding anything to the contrary contained in this Agreement, Buyer the Acquiror shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyerthe Acquiror; provided, however, that Buyer shall the Acquiror will be liable to Sellers the Elan Companies for performing its obligations under the commercially reasonable economically feasible arrangements described in Section 1.4(a2.02(a). (c) Except for delivery of ; and provided, further, that the Assumed Contracts Acquiror shall only be so liable to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees the Elan Companies to the extent that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interestscorrespondingly receives benefits under such economically feasible arrangement.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the sale, assignment or delivery or attempted sale, assignment or delivery to Buyer of any Purchased Transferred Asset (a) is (i) prohibited by any applicable Law or (iib) would require requires any authorizations, approvals, consents or waivers from a third Person Third Party (in each case of clauses (a) and (b), as set forth on Section 4.3 of the Disclosure Schedules) and such authorizations, approvals, consents or waivers shall not have been obtained in reasonably satisfactory form to Buyer prior to the Closing (each, a “Non-Assignable Asset”), in either case, the Closing shall proceed, but the Closing shall not constitute the assignment of such Non-Assignable Asset, and then this Agreement shall not constitute an a sale, assignment or delivery, or attempted sale, assignment or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtainedobtained in reasonably satisfactory form to Buyer. After the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related Subject to the last sentence of this Section 2.6, if any Non-Assignable AssetsAsset is not assigned to Buyer by reason of the absence of any such authorization, and approval, consent or waiver of a Third Party, Buyer shall cooperate with Sellers in not be required to assume any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits Assumed Liabilities arising under such Non-Assignable Asset until such authorization, approval, consent or waiver has been obtained. After the Closing, Seller shall continue to use commercially reasonable efforts to obtain any Third Party authorization, approval, consent or waiver necessary for the sale, assignment and/or delivery of any Non-Assignable Asset to Buyer, Buyer will provide such reasonable non-financial administrative assistance to Seller as may be reasonably requested by Seller in connection with obtaining such consent, and Seller shall (i) cooperate with Buyer, at no cost to Buyer (subject to the last sentence of this Section 2.6), to provide Buyer with the benefits under such Non-Assignable Asset, to the extent permitted by Law, until such time as such third party consentThird Party authorization, approval approval, consent or waiver shall have been obtainedobtained and (ii) refrain from agreeing to any amendment, and Sellers shall cooperate with Buyer in any supplement, waiver or other modification of such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assignedwithout the prior written consent of Buyer. Sellers To the extent that obtaining any such Third Party authorization approval, consent or waiver requires payment of additional fees, costs, or expenses to a Third Party, such fees, costs, and expenses shall promptly pay over be borne by Seller, and Seller agrees to reimburse Buyer the net amount (after for any reasonable out-of-pocket fees, costs or expenses and taxes) of all payments received incurred by it Buyer or its Affiliates in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once obtaining such authorization, approval approval, consent or waiver of or consent for waiver. To the sale, conveyance, assignment or transfer extent Buyer is provided the benefits of any such Non-Assignable Asset is obtained(whether from Seller, Sellers shall assign and deliver such Non-Assignable Asset to its Affiliates or otherwise), Buyer at no additional cost to Buyershall, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything subject to the contrary contained in terms and conditions of this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned arrange to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of discharge and perform the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses Liabilities thereunder or permits will be transferred by Sellers in connection with therewith, as applicable, as if the sale of the Partnership Interestsappropriate authorization, approval, consent or waiver had been obtained.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained Nothing in this Agreement but subject nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to Section 8.15, if the assignment or attempted assignment to Buyer of assign any Purchased Asset Asset, including any Contract, Seller Permit, certificate, approval, authorization or other right, that by its terms or by Law is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from non-assignable without the consent of a third Person and such authorizations, approvals, consents party (including any Governmental Entity) or waivers shall not have been obtained prior to is cancelable by a third party in the Closing event of an assignment (each, a “Non-Assignable Asset”), in either case, the Closing unless and until consent from such third party shall proceed, but the Closing shall not constitute the assignment of such have been obtained. With respect to all Non-Assignable AssetAssets, and this Agreement shall not constitute an assignment including those set forth on Section 1.6(a) of such Non-Assignable Asset unless and until such authorizationthe Seller Disclosure Letter, approval, consent or waiver is obtained. After the Closing, Sellers Seller shall use its commercially reasonable efforts to cooperate with Buyer at its request for up to six (6) months following the Closing Date in endeavoring to obtain such consents; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities, provide any financial accommodation, or remain secondarily or contingently liable for any Assumed Liability to obtain any such authorizationsconsent and any failure to obtain any consent by Seller for any reason in and of itself shall not constitute a breach of this Agreement. Subject to the foregoing, approvalsBuyer and Seller shall use their respective commercially reasonable efforts to obtain, consents or waivers related cause to be obtained, any consent, substitution, approval or amendment required to novate all Assumed Liabilities under any and all Assumed Contracts, or to obtain in writing the unconditional release of Seller and its Affiliates, so that, in any such case, Buyer shall be solely responsible for Assumed Liabilities thereunder in accordance with the terms and conditions of this Agreement. To the extent permitted by applicable Law and the terms of the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under event that consents to the assignment thereof cannot be obtained, such Non-Assignable Asset until such time Assets shall be held, as such third party consentof and from the Closing Date, approval by Seller (or waiver shall have been obtainedthe applicable Affiliate of Seller) for the benefit and detriment of Buyer, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer the covenants and obligations thereunder shall be liable to Sellers performed by Buyer at its expense and in a fashion equivalent to what Seller’s name, and all benefits and obligations existing thereunder shall be for Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers account (and Seller shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments money received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtainedAssets in respect of periods after the Closing Date); provided, Sellers shall assign and deliver such Non-Assignable Asset that Seller may, after providing prior written notice to Buyer at no additional cost to Buyerwith reasonable detail, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume withhold any Liabilities performance under a Non-Assignable Asset that may otherwise be reasonably requested by Buyer until it has been assigned Buyer shall have provided Seller with all funds and other resources necessary for such performance. As of and from the Closing Date, Seller authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller under the Non-Assignable Assets. Buyer agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Buyer; provided’s performance of, howeveror failure to perform, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described Non-Assignable Assets to the extent included in Section 1.4(a)the Assumed Liabilities. (cb) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s its responsibility to obtain any and all operating agreements and systems necessary to conduct operate and support the Partnership’s business located at the Property from and after the Closing Date, includingincluding those set forth on Section 1.6(b) of the Seller Disclosure Letter, without limitation, any replacement software license agreements for agreements, information technology licenses and systems (including general ledger systems) and databases (including customer databases). Subject to the software which will replace the Excluded Software. terms and conditions hereof, Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/CasinoProperty, including applicable Gaming Approvals. Except as set forth for licenses or permits expressly included in Section 1.1(viii), the definition of “Purchased Assets,” no licenses or permits will be transferred by Sellers Seller in connection with the sale of the Partnership InterestsProperty. Buyer understands and agrees that the assignment of certain Contracts, including those set forth on Section 1.6(b) of the Seller Disclosure Letter, may require the delivery by Buyer of certain deposits to the third parties that are party to such Contracts and that Buyer shall be responsible for the timely delivery of such deposits in accordance with the requirements of such Contracts with third parties.

Assignability and Consents. (a) Prior to Closing, Buyers and Sellers shall all cooperate and be responsible for obtaining any necessary consents to assign the Purchased Assets, including the Assumed Contracts, which for the purposes of this Section 1.6(a) shall be deemed to include the Traymore Contracts, from any Seller to any Buyer at the Closing, and all costs (including legal fees) related to such process shall be borne one half by the applicable Buyer and one half by the applicable Seller. Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the sale, conveyance, assignment, attempted sale, conveyance, assignment or attempted assignment transfer to Buyer Buyers of any Purchased Asset is (i) prohibited is, by any applicable Law or (ii) would require any authorizationsits terms, approvals, consents or waivers from nonassignable without the consent of a third Person party (other than an Affiliate of any Seller, in which case the applicable Seller covenants and agrees to cause such Affiliate to render such consent) and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, subject to the other provisions of this Section 1.6 and subject to Section 8.2(c) and the receipt of any consents, waivers, authorizations or approvals set forth on Section 8.2(c) of the Buyer Disclosure Letter, the Closing shall proceed, but the Closing shall not constitute the assignment sale, conveyance, assignment, transfer or delivery of any such Non-Assignable Asset, and this Agreement shall not constitute an assignment a sale, conveyance, assignment, transfer or delivery of any such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers the applicable Seller and the applicable Buyer shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and the applicable Buyer and the applicable Seller shall cooperate with Sellers each other in any arrangement commercially reasonable to Sellers to provide that the applicable Buyer shall receive the interest of Sellers such Seller in the benefits under any such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers such Buyer and such Seller shall cooperate with Buyer the other party in any such commercially reasonable arrangement, including performance by the applicable Seller as agent if commercially reasonable to such Seller, and, in such case, the applicable Buyer shall be liable to Sellers such Seller in a fashion equivalent to what such Buyer’s Liabilities would be under the any such Non-Assignable Asset as if it were assigned. Sellers The applicable Seller shall promptly pay over to the applicable Buyer the net amount (after expenses and taxesout-of-pocket expenses) of all payments received by it in respect of all of its Non-Assignable Assets. Notwithstanding In complying with the foregoing, this Section 1.4 no Seller shall not apply be required, in any manner, to waive, relinquish or forego any right or claim available to such Seller with respect to any authorizationssuch Non-Assignable Asset in order to provide such assignment, approvals, consents transfer or waivers benefit. Each Buyer understands and agrees that the assignment of certain Contracts as contemplated hereunder may require the delivery by such Buyer of certain deposits to the third parties that are conditions party to consummating such Contracts and that each Buyer shall be responsible for the transactions under this Agreement pursuant to Article IX belowtimely delivery of such deposits in accordance with requirements of such third parties. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers the applicable Seller shall assign convey, assign, transfer and deliver any such Non-Assignable Asset to Buyer at no additional cost to the applicable Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, the applicable Buyer shall not assume all Liabilities in respect of any Liabilities under a Non-Assignable Asset until to the extent such Liabilities constitute Assumed Liabilities hereunder if it has been assigned to Buyeris receiving the benefits thereof in accordance with Section 1.6(a); provided, howeverfurther, that Buyer the parties hereto shall also be liable to Sellers each other for performing its their respective obligations under the commercially reasonable arrangements described in Section 1.4(a)1.6(a) hereof. (c) Except for delivery of the Assumed Contracts Buyers understand and agree that (i) subject to Buyer by Sellers and as Seller obligations set forth in this Section 1.4(a) and (b1.6(a), Buyer understands and agrees that it is solely Buyer’s Buyers’ responsibility to obtain any and all operating agreements Contracts necessary to conduct business at the Partnership’s business Properties from and after the Closing Date, including, without limitation, with respect to the Casino Property and replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses Software and permits for the operation of the Hotel/Casino. Except (ii) except as set forth in Section 1.1(viii)Sections 1.1(a)(vii) and 1.1(b)(iv) hereof, no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership InterestsPurchased Assets and Buyers shall therefore be responsible for obtaining any new or other licenses and permits for the operation of the Properties.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15, if the assignment or attempted assignment to Buyer of any Purchased Asset is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a third Person and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (each, a “Non-Assignable Asset”), in either case, the Closing shall proceed, but the Closing shall not constitute the assignment of such Non-Assignable Asset, and this Agreement shall not constitute an assignment of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Purchased Asset is (a) prohibited by any applicable Law or (b) would require any consents, waivers, approvals, authorizations of or notices to a third Person or Governmental or Regulatory Authority and such consents, waivers, approvals, authorizations or notices shall not assume any Liabilities under a Non-Assignable Asset until it has have been assigned obtained prior to Buyerthe Closing, then in either case the Closing shall proceed without the sale, assignment, transfer, conveyance or delivery of such asset and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such asset; provided, however, provided that Buyer nothing in this Section 2.3 shall be liable deemed to Sellers for performing waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) Article 10 have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, the Parties shall use their commercially reasonable efforts, and (b)cooperate with each other, Buyer understands and agrees that it is solely Buyer’s responsibility to obtain promptly such consents, waivers, approvals, authorizations or notices. Pending such consents, waivers, approvals, authorizations or notices, the Parties shall cooperate with each other in any mutually agreeable, reasonable and all operating agreements necessary lawful arrangements designed to conduct provide to Buyer the Partnership’s business from benefits of use of such asset and after to Seller the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to Buyer at the Closing. Once consent, waiver, approval, authorization or notice for the sale, assignment, transfer, conveyance or delivery of any such asset not sold, assigned, transferred, conveyed or delivered at the Closing Dateis obtained or given, includingSeller shall assign, without limitationtransfer, replacement software license agreements for the software which will replace the Excluded Software. convey and deliver such asset to Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), at no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interestsadditional cost to Buyer.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained Nothing in this Agreement but subject nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to Section 8.15, if the assignment or attempted assignment to Buyer of assign any Purchased Asset Asset, including any Contract, Seller Permit, certificate, approval, authorization or other right, which by its terms or by Law is (i) prohibited by any applicable Law or (ii) would require any authorizations, approvals, consents or waivers from non-assignable without the consent of a third Person and such authorizations, approvals, consents party (including any Governmental Entity) or waivers shall not have been obtained prior to is cancelable by a third party in the Closing event of an assignment (each, a “Non-Assignable Asset”), in either case, the Closing shall proceed, but the Closing shall not constitute the assignment of such Non-Assignable Asset, and this Agreement shall not constitute an assignment of such Non-Assignable Asset ) unless and until consent from such authorization, approval, consent or waiver is third party shall have been obtained. After the ClosingWith respect to Material Assumed Contracts, Sellers Seller shall use its commercially reasonable efforts to cooperate with Buyer at its request for up to nine (9) months following the Closing Date in endeavoring to obtain such consents; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities (other than incidental legal fees), provide any financial accommodation, or remain secondarily or contingently liable for any Assumed Liability to obtain any such authorizationsconsent. Subject to the foregoing, approvalsBuyer and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Assumed Contracts or other Liabilities that constitute Assumed Liabilities, or to obtain in writing the unconditional release of Seller and its Affiliates, so that, in any such case, Buyer shall be solely responsible for such Liabilities; provided, however, that such efforts shall not require Buyer or any of its Affiliates to incur any expenses or Liabilities (other than Assumed Liabilities and incidental legal fees), accept changes to the material terms of any Material Assumed Contracts or provide any financial accommodation to obtain any such consent (in each case, unless Buyer consents thereto, such consent not to be unreasonably withheld, conditioned or waivers related delayed, provided, that for the avoidance of doubt, it shall not be deemed unreasonable for Buyer to withhold, condition or delay its consent to changes to the material terms of a Material Assumed Contract or provide financial accommodation in order to obtain consent). To the extent permitted by applicable Law and the terms of the Non-Assignable Assets, and Buyer shall cooperate with Sellers in any arrangement commercially reasonable to Sellers to provide that Buyer shall receive the interest of Sellers in the benefits under event that consents to the assignment thereof cannot be obtained, such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer Assets shall be liable to Sellers held, as of and from the Closing Date, by Seller (or the applicable Affiliate of Seller) in a fashion equivalent to what trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer at its expense and in Seller’s name and all benefits and obligations existing thereunder shall be for Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers account (and Seller shall promptly pay over to Buyer the net amount (after expenses and taxes) of all payments money received by it in respect of all Non-Assignable Assets. Notwithstanding the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtainedAssets in respect of periods after the Closing Date); provided, Sellers shall assign and deliver such Non-Assignable Asset that Seller may, after providing prior written notice to Buyer at no additional cost to Buyerwith reasonable detail, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume withhold any Liabilities performance under a Non-Assignable Asset that may otherwise be reasonably requested by Buyer until it has been assigned Buyer shall have provided Seller with all funds and other resources necessary for such performance. As of and from the Closing Date, Seller authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller under the Non-Assignable Assets. Buyer agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Damages based upon, arising out of or relating to Buyer; provided’s performance of, however, that Buyer shall be liable or failure to Sellers for performing its perform obligations under the commercially reasonable arrangements described in Section 1.4(a)Non-Assignable Assets. (cb) Except for delivery of the Assumed Contracts Subject to Buyer by Sellers and as set forth in Section 1.4(a) and (b)1.5 hereof, Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements Operating Agreements necessary to conduct operate and support the Partnership’s business located at the Property from and after the Closing Date, including, without limitation, including any replacement software license agreements for the software which will would replace the Excluded Software. Subject to the terms and conditions hereof, Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/CasinoProperty. Except as set forth in Section 1.1(viiiSections 1.1(d), (h) and (i) hereof, no licenses or permits will be transferred by Sellers Seller in connection with the sale of the Partnership InterestsProperty. Buyer understands and agrees that the assignment of certain Contracts as contemplated hereunder may require the delivery by Buyer of certain deposits to the third parties that are party to such Contracts and that Buyer shall be responsible for the timely delivery of such deposits in accordance with requirements of such Contracts with such third parties.

Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 8.15Agreement, if the assignment sale, assignment, transfer, conveyance or delivery or attempted assignment sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Purchased Asset is (ia) prohibited by any applicable Law or (iib) would require any authorizations, approvals, consents or waivers from a third Person or Governmental or Regulatory Authority and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (eachClosing, a “Non-Assignable Asset”), then in either case, case the Closing shall proceedproceed without the sale, but the Closing shall not constitute the assignment assignment, transfer, conveyance or delivery of such Non-Assignable Asset, asset and this Agreement shall not constitute an assignment a sale, assignment, transfer, conveyance or delivery of such Non-Assignable Asset unless asset; provided that nothing in this Section 2.02 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article X have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, the Parties shall use their Reasonable Best Efforts, and until cooperate with each other in good faith, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller shall not be required to pay any consideration to obtain any such authorization, approval, consent or waiver is obtainedwaiver. After Pending such authorization, approval, consent or waiver, the Closing, Sellers shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer Parties shall cooperate with Sellers each other in good faith in any arrangement commercially reasonable to Sellers to and lawful arrangements that will provide that Buyer shall receive the interest of Sellers in the benefits under such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and Sellers shall cooperate with Buyer in any such commercially reasonable arrangement, and, in such case, Buyer shall be liable to Sellers in a fashion equivalent to what Buyer’s Liabilities would be under the Non-Assignable Asset if it were assigned. Sellers shall promptly pay over to Buyer the net amount (after expenses benefits of use of such asset and taxes) of all payments received by to Seller the benefits, including any indemnities, that, in each case, it in respect of all Non-Assignable Assets. Notwithstanding would have obtained had the foregoing, this Section 1.4 shall not apply to any authorizations, approvals, consents or waivers that are conditions to consummating the transactions under this Agreement pursuant to Article IX below. (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Sellers shall assign and deliver such Non-Assignable Asset to Buyer at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume any Liabilities under a Non-Assignable Asset until it has been assigned to Buyer; provided, however, that Buyer shall be liable to Sellers for performing its obligations under the commercially reasonable arrangements described in Section 1.4(a). (c) Except for delivery of the Assumed Contracts to Buyer by Sellers and as set forth in Section 1.4(a) and (b), Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Partnership’s business from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Hotel/Casino. Except as set forth in Section 1.1(viii), no licenses or permits will be transferred by Sellers in connection with the sale of the Partnership Interests.asset been