Common use of Assignment of Certain Transferred Assets Clause in Contracts

Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3 after the date that is six (6) months following the Closing Date.

Assignment of Certain Transferred Assets. Notwithstanding (a)Notwithstanding any other provision of this Agreement to the contrary, but without limiting Section 9.1(c), this Agreement shall not constitute an agreement for Seller to assign, sell, convey, sublicense assign, transfer or transfer deliver to Buyer any Transferred Asset, Asset or any claim, claim or right or any benefit arising thereunder or resulting therefromtherefrom or for Buyer to purchase, acquire, or receive any Transferred Asset or to enter into any other agreement or arrangement with respect thereto, fulfil its obligations under the Transaction Agreements if an attempted assignment, sale, conveyance, sublicense assignment, transfer or transfer delivery thereof, or entering into an agreement to do any such agreement or arrangementof the foregoing, without the consent consent, authorization or approval of a third party Third Party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset thereof or a violation of Applicable Law. Subject to Section 7.6, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) its Commercially Reasonable Efforts to obtain any and all required consents for the assignmentsuch consent, partial assignment, transfer authorization or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent approval as promptly as practicable after the Closing. Except as otherwise provided in this Agreementdate hereof and, until such time as all such consents have been obtainedBuyer shall, the Sellers and the Buyer will (and will shall cause their each of its applicable Affiliates to) , use its Commercially Reasonable Efforts to cooperate with Seller to enter into a lawful and reasonable arrangement under which obtain any such consent, authorization or approval necessary for the Sellers shall use commercially reasonable efforts to provide the Buyersale, at no cost to the Sellers conveyance, assignment, transfer or the Buyer, with the economic benefits delivery of any such Transferred Asset by enforcing such Asset, claim, right or benefit to Buyer and its Affiliates. For clarity, any Contract that would otherwise constitute a Transferred Asset Contract, or other asset that would otherwise constitute a Transferred Asset, that is not assignable or transferable as contemplated in this Section 2.4(a) (solely at the Buyereach, a “Non-Transferable Asset”) shall not be deemed a Transferred Asset; provided however, following Seller’s direction) for the benefit and at the expense receipt of the relevant consent, authorization or approval, as applicable, Seller shall promptly assign or transfer to Buyer (and the Buyer shall assume the obligations of the applicable Seller underNon-Transferable Asset, and bear the economic burdens associated with, such asset shall thereafter be deemed a “Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under Asset” for purposes of this Section 6.3 after the date that is six (6) months following the Closing DateAgreement.

Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers 38 and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3 after the date that is six (6) months following the Closing Date.

Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the applicable Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the applicable Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the applicable Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3 after the date that is six (6) months following the applicable Closing Date.

Assignment of Certain Transferred Assets. Notwithstanding any other provision (i) The final sentence of this Section 2.02(a) of the Agreement is hereby amended and restated in its entirety as follows: If on or prior to the contrary, this Agreement shall Closing Date any such consent is not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Assetobtained, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense transfer or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), assignment thereof would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way would adversely affect the rights of any Seller or any Affiliate of the Sellers or of Acquiror so that the Buyer thereunder. With respect to any Acquiror would not in fact receive all such Transferred Asset rights, (or any claim, right or benefit arising thereunder or resulting therefrom)i) the Parties agree that, from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers Acquiror shall use commercially reasonable best efforts to provide cause the Buyer, at no cost Acquiror to obtain the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated withwith such Transferred Asset, claim, right or benefit in accordance with this Agreement, the Sellers shall enforce for the benefit of the Acquiror any and all of the Acquiror’s rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), the Sellers will promptly pay to the Acquiror when received all monies received by them under any such Transferred Asset, claim, right or benefit, and the Acquiror will, upon receipt of an invoice, promptly pay directly on behalf of the Sellers or reimburse the Sellers, as applicable, for all monies paid by them under any such Transferred Asset, claim, right or benefit, including pursuant to any mutually agreeable Contracts that may be entered into in furtherance of the foregoing, including by subcontract, sublicense or sublease to the Acquiror, and (ii) after the Closing Date, RAI will, and will cause each of the other Sellers to, continue to use its and their reasonable best efforts to obtain any consent necessary for the transfer or assignment of any such Transferred Asset that are attributable claim, right or benefit to any period from and after the Effective Time and indemnify Acquiror, and, upon the Sellers in connection therewith)receipt of such consent, will immediately transfer such Transferred Asset to the Acquiror at no cost to the Acquiror. The Sellers shall have no obligations under and the Acquiror will cooperate in good faith to promptly take all actions necessary or proper to give effect to the provisions of this Section 6.3 after the date that is six (6) months following the Closing Date2.02(a).

Assignment of Certain Transferred Assets. Notwithstanding (a) Without limiting the applicability of Article XII but notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense assign or transfer any Transferred Asset, Asset or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, Assumed Liability if an attempted assignment, sale, conveyance, sublicense assignment or transfer thereof, or entering into any such agreement or arrangementthereof at the Closing, without the consent of a third party (including any Governmental Government Authority), would constitute a breach of, of any agreement or other contravention under, any Transferred Asset contract or a violation of Applicable LawLaw (such Transferred Asset, the “Delayed Transferred Asset”, and such Assumed Liability, “Delayed Assumed Liability”). Notwithstanding anything to the contrary herein, no Seller Party, nor any of their Subsidiaries, shall be ineffective with respect required to compensate any third party, commence or participate in any Action or offer or grant any concession or accommodation (financial or otherwise, including any accommodation or arrangement to indemnify, remain secondarily liable or contingently liable for any Assumed Liability) to any third party thereto or in any way adversely affect connection with the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunderParties’ obligations under this Section 2.02(a). With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from From and after the date hereof, the Sellers Seller shall, and shall cause each other Seller Party to, use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use its commercially reasonable efforts to obtain any such consent as promptly as practicable after the Closingdate hereof, and in any event Seller shall, and shall cause each other Seller Party to, request any such consent or provide any notice required for the Transfer of Assumed Contracts no later than ten (10) Business Days following the Agreement Date. Except as otherwise provided in this AgreementSubject to Section 6.04, until such time as all such consents have been obtainedBuyer shall, the Sellers and the Buyer will (and will shall cause their each of its applicable Affiliates Subsidiaries to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall , use its commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, cooperate with the economic benefits Seller Parties to obtain any such consent. If, on the Closing Date, any such consent has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of such Transferred Asset by enforcing such Transferred Asset Law, Seller (solely at the Buyer’s direction) for the benefit on behalf of itself and at the expense each of the Seller Parties) and Buyer agree that, subject to Section 6.04 and Section 6.05, (i) Buyer will, subject to compliance with Law, obtain the benefits and the Buyer shall economic rights and assume the obligations of the applicable Seller under, and bear the economic burdens associated with, with such Delayed Transferred Asset that are attributable or Delayed Assumed Liability in accordance with this Agreement, including with respect to any period from risk of loss, costs, Taxes, income and after gain thereof, by way of subcontracting, sublicensing, subleasing or other arrangement, and (ii) the Effective Time Seller Parties will, at Buyer’s request, enforce for the benefit (and indemnify at the Sellers expense) of Buyer any and all of the rights of the Seller Parties against a third party associated with such Delayed Transferred Asset or Delayed Assumed Liability. In furtherance of the foregoing sentence, the Seller Parties shall promptly pay to Buyer when received all monies or other benefits and economic rights received by them with respect to any such Delayed Transferred Asset or Delayed Assumed Liability (net of the Seller Parties’ reasonable and out-of-pocket expenses incurred in connection therewith). The Sellers shall have no obligations under with any assignment, collection or processing contemplated by this Section 6.3 after 2.02) and Buyer shall promptly pay to Seller the date that is six (6) months following costs, expenses, Taxes and other Losses incurred by Seller in connection with the Seller Parties’ holding, administration or operation of the Delayed Transferred Asset or Delayed Assumed Liability. For the avoidance of doubt, neither the Closing DatePayment nor the Purchase Price shall be reduced or otherwise adjusted in connection with the delayed transfer of any Delayed Transferred Asset or Delayed Assumed Liability.

Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, neither this Agreement nor any agreement or instrument entered into in order to effect the Closing Transfers shall not constitute an agreement to assign, sell, convey, sublicense assign or transfer any Transferred Asset, Asset in the Closing Transfers or any claim, claim or right or any benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, therefrom if an attempted assignment, sale, conveyance, sublicense assignment or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Government Authority), would constitute a breach of, or other contravention under, any Transferred Asset thereof or a violation of Applicable Law. Seller will, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claimand will cause Xxxxxxx to, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (efforts, during the period beginning on the date hereof and ending 45 days following the Closing Date, to cooperate with Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents consent necessary for the assignment, partial assignment, transfer or sublicense assignment of any such Transferred Asset to the Canadian Buyer. If, or written confirmation from such parties reasonably satisfactory in form and substance to on the Sellers and the Buyer confirming that Closing Date, any such consent is has not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers Seller and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into in a lawful and reasonable mutually agreeable arrangement under which (a) the Sellers shall use commercially reasonable efforts to provide Canadian Buyer would, in compliance with Law, obtain the Buyerbenefits and assume, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit perform and at the expense of the Buyer (and the Buyer shall assume pay the obligations of the applicable Seller under, and bear the economic burdens associated with, with such Transferred Asset that are attributable in accordance with this Agreement, and (b) Seller would take or cause to be taken at Buyer’s expense such actions as Buyer may reasonably request so as to provide the Canadian Buyer with the benefits of such Transferred Asset (collectively, “Third Party Rights”), including subcontracting, sublicensing or leasing all or any period portions of such Transferred Assets to the Canadian Buyer, and Seller would promptly pay or cause to be paid to the Canadian Buyer when received all monies received under any such Transferred Asset (net of expenses incurred in connection with any assignment contemplated by this Section 7.15). Buyer shall indemnify and hold Seller and its Affiliates, successors and assigns harmless from and against any and all Losses based upon, arising out of or relating to the Canadian Buyer’s performance of, or failure to perform, such obligations associated with any such Transferred Asset after the Effective Time and indemnify Closing, except to the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3 after extent such Losses are based on, arising out of or relating to Seller’s or its Affiliates’ gross negligence, bad faith, fraud, or breach of the date that is six (6) months following the Closing DateTransaction Agreements.

Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contraryforegoing, this Agreement shall not constitute an agreement for Seller to assign, sell, convey, sublicense assign, transfer or transfer deliver to Buyer any Transferred Asset, Asset or any claim, claim or right or any benefit arising thereunder or resulting therefromtherefrom or for Buyer to purchase, acquire, or receive any Transferred Asset or to enter into any other agreement or arrangement with respect thereto, fulfil its obligations under the Transaction Agreements if an attempted assignment, sale, conveyance, sublicense assignment, transfer or transfer delivery thereof, or entering into an agreement to do any such agreement or arrangementof the foregoing, without the consent consent, authorization or approval of a third party Third Party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset thereof or a violation of Applicable Law (each, a “Non-Transferable Asset”); provided, however, that for [***] after the Closing, Seller and Buyer shall use all commercially reasonable efforts and cooperate with each other to obtain any such consent, authorization or approval (following Seller’s receipt of any such consent, authorization or approval, Seller shall promptly assign or transfer to Buyer the Non-Transferable Asset, and such asset shall thereafter be deemed a “Transferred Asset” for purposes of this Agreement). At the request of Buyer, Seller, to the fullest extent permitted by applicable Law, shall enter into such pass-through agreements or arrangements with Buyer regarding any Non-Transferable Asset for which such consent, authorization or approval has not been obtained as may be ineffective with respect necessary to any party thereto or in any way adversely affect the rights of any Seller afford Buyer or any Affiliate of Buyer with the Sellers benefits of such Non-Transferable Asset as if Buyer or any such Affiliate were the contract party thereto or the assignee thereof. Schedule 2.4 of the Buyer thereunder. With respect Seller Schedules sets forth a list of the Non-Transferable Assets known to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after Seller as of the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3 after the date that is six (6) months following the Closing Date.

Assignment of Certain Transferred Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to convey, assign, sell, convey, sublicense transfer or transfer deliver to the Acquiror any Transferred Asset, Asset or any claim, claim or right or any benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, therefrom if an attempted conveyance, assignment, sale, conveyance, sublicense transfer or transfer delivery thereof, or entering into an agreement to do any such agreement or arrangementof the foregoing, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset thereof or a violation of Applicable Law, be ineffective with respect to any party thereto Law or would in any way adversely affect the rights of any Seller the Acquiror (as assignee or any Affiliate transferee of the Sellers Sellers, or otherwise) thereto or thereunder and, subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of the Buyer thereunderconditions set forth in Article VIII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price in connection therewith. With respect From the date hereof until the date that is eighteen (18) months after the Closing Date, the Sellers shall use their commercially reasonable efforts to obtain any consent necessary, and to take such other reasonable actions (including delivery of any notice or opinion of counsel) that may be required, for the conveyance, assignment, transfer or delivery of any such Transferred Asset (or any Asset, claim, right or benefit arising thereunder to the Acquiror; provided, that no Seller shall be required to pay any consideration or resulting therefrom)offer or grant any accommodation (financial or otherwise) in connection therewith and any costs or expenses associated therewith shall be borne solely by the Acquiror, from and after provided further, that in no event will the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) failure to obtain such consent or take such other action prevent the consummation of the transactions contemplated hereby. If, on the Closing Date, any and all required consents for the assignmentsuch consent is not obtained, partial or if an attempted conveyance, assignment, transfer or sublicense of such Transferred Asset to the Buyer, delivery thereof or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted performance thereof by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for Acquiror would be ineffective or a period violation of Law or would adversely affect the rights of the Acquiror thereto or thereunder so that the Acquiror would not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as fact receive all such consents have been obtainedrights, the Sellers and the Buyer Acquiror will (and will cause their applicable Affiliates to) cooperate to enter into in a lawful and mutually acceptable reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide Acquiror would, in compliance with Law and all applicable contractual obligations, obtain the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, with such Transferred Asset that are attributable Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to any period from and after the Effective Time and indemnify Acquiror, or under which the Sellers in connection therewith). The would enforce for the benefit (and at the expense) of the Acquiror any and all of their rights against a third party (including any Governmental Authority) associated with such Transferred Asset, claim, right or benefit, and the Sellers shall have no obligations would promptly pay to the Acquiror when received all monies received by them under this Section 6.3 after the date that is six (6) months following the Closing Dateany such Transferred Asset, claim, right or benefit.

Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required; it being understood and agreed, and Buyer acknowledges that, no representation, warranty, covenant or agreement of any Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or waiver, (ii) the termination of any Contract as a result of the actions taken pursuant to this Section 6.3 or (iii) any lawsuit, action, proceeding or investigation commenced or threated by or on behalf of any person arising out of or relating to the failure to obtain any such consent or any such termination. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the applicable Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3 after the date that is six (6) months following the Closing Date.

Assignment of Certain Transferred Assets. (a) Notwithstanding any other provision of this Agreement to the contrarycontrary but without limiting Seller’s representations and warranties that address the consequences of an assignment of Transferred Assets pursuant to this Agreement (including Section 4.05), this Agreement shall not constitute an agreement to assign, sell, convey, sublicense assign or transfer any Transferred Asset, Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without a Third Party Consent or Government Approval, would constitute a breach or other contravention thereof or a violation of applicable Law; provided that the Closing shall proceed in accordance with this Agreement and Buyer shall pay the full Purchase Price at the Closing without the assignment or transfer of any such Transferred Assets, claim, right or benefit. Each of Buyer and Seller shall use commercially reasonable efforts to obtain, or cause to be obtained, any Third Party Consent or Government Approval required to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom. If, on the Closing Date, any such Third Party Consent or Government Approval has not been obtained (notwithstanding Buyer’s and Seller’s commercially reasonable efforts), or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense transfer or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), assignment thereof would constitute a breach of, or other contravention under, any Transferred Asset be ineffective or a violation of Applicable applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers Parties shall use commercially reasonable efforts to provide implement or obtain, and Buyer will, subject to Section 6.04 and Section 6.05, cooperate in, a mutually agreeable arrangement under which (i) Buyer would, in compliance with applicable Law, obtain the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, with such Transferred Asset that are attributable Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, and (ii) the Seller Parties would enforce for the benefit (and at the expense and direction) of Buyer any period from and after all of the Effective Time Seller Parties’ rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and indemnify the Sellers Seller Parties shall promptly (and, in connection therewith). The Sellers shall have no obligations any event, within five (5) Business Days) pay to Buyer when received all monies received by them under this Section 6.3 after the date that is six (6) months following the Closing Dateany such Transferred Asset, claim, right or benefit.