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. (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 date hereof and, Buyer shall, and shall cause each of its applicable Affiliates to, use its Commercially Reasonable Efforts to cooperate with Seller to obtain any such consent, authorization or approval necessary for the sale, conveyance, assignment, transfer or delivery of any such Transferred Asset, claim, right or benefit to Buyer and its Affiliates. For clarity, any Contract that would otherwise constitute a Transferred 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) (each, a “Non-Transferable Asset”) shall not be deemed a Transferred Asset; provided however, following Seller’s receipt of the relevant consent, authorization or approval, as applicable, 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. (b) If, on the Closing Date, any such consent, authorization or approval is not obtained, or if an attempted sale, conveyance, assignment, transfer or delivery thereof would constitute a breach or other contravention or a violation of Law, subject to Section 7.6, Seller will, on and after the Closing, use Commercially Reasonable Efforts to transfer such Non-Transferable Asset to Buyer. Except Prior to having the ability to convey a Non-Transferable Asset as otherwise provided in this AgreementSection 2.4(b), until such time as all such consents have been obtained, the Sellers Seller and the Buyer will (cooperate and will cause their applicable Affiliates to) cooperate use Commercially Reasonable Efforts to enter into obtain a lawful and reasonable mutually acceptable arrangement under which Buyer (and/or its Affiliates) would, in compliance with Law and 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 terms of the Buyer (applicable Non-Transferable Asset, obtain the benefits of, 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 Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer (and/or its ​ ​ Affiliates), or under which Seller would (i) enforce for the benefit of Buyer (and/or its Affiliates) any and all of its or their rights against a Third Party (including any Governmental Authority) associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and (ii) promptly pay to Buyer (and/or its Affiliates), when received, all monies received by it or them under any such Transferred Asset, claim, right or benefit, and Buyer (and/or its Affiliates) would assume the obligations and bear the economic burdens associated therewith. If, notwithstanding Seller’s efforts any consent, authorization or approval is not obtained, Seller shall use Commercially Reasonable Efforts to assist Buyer with entering into its own arrangements with respect to any period from Non-Transferable Asset(s) by providing contact information for individuals employed by the applicable counterparty with whom Seller has a relationship and after facilitating discussions between Representatives of Buyer and such individuals. Buyer shall use Commercially Reasonable Efforts to provide to Seller whatever is reasonably required for Seller to meet its or its Affiliates’ obligations on a timely basis in relation to any such Transferred Asset, claim, right or benefit. (c) The obligations of Seller under Section 2.4(a) and Section 2.4(b) shall terminate upon the Effective Time earliest of (i) receipt of the requisite consent, authorization or approval (in which event the applicable Transferred Asset shall be sold, conveyed, assigned, transferred or delivered to Buyer (and/or its Affiliates)), (ii) such time as Buyer enters into its own arrangement with respect to a Non-Transferable Asset and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3 after the date that is six (6iii) months following the Closing DateJune 30, 2021.

Assignment of Certain Transferred Assets. (a) 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, fulfill 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. For clarity, if any Contract that would otherwise constitute a Transferred Contract, or other asset that would otherwise constitute a Transferred Asset, is not assignable or transferable as contemplated in this Section 2.4(a) (each, a “Non-Transferable Asset”), such asset shall not be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate deemed a Transferred Asset; provided, however, following Seller’s receipt of the Sellers relevant consent, authorization or approval, as applicable, 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. Schedule 2.4(a) sets forth a list 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 Non-Transferable Assets as of the date hereof. (b) If, on the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable requestClosing Date, at the Sellers’ cost) to obtain any and all required consents for the assignmentsuch consent, partial authorization or approval is not obtained, or if an attempted sale, conveyance, 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 delivery thereof would constitute a breach or other transfer contravention or a violation of value to any third party. If a required consent is not obtained prior to Law, Seller will, for one hundred and twenty (120) days following the Closing with respect to any such Transferred AssetDate, 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 any such consent consent, authorization or approval as promptly as practicable after the Closingdate hereof, and Buyer shall, and shall cause each of its applicable Affiliates to, use its commercially reasonable efforts to cooperate with Seller to obtain any such consent, authorization or approval, necessary for the sale, conveyance, assignment, transfer or delivery of any such Non-Transferable Asset to Buyer, and upon receipt of such consent, authorization or approval, Seller shall promptly assign or transfer to Buyer such Non-Transferable Asset. Except Prior to having the ability to convey a Non-Transferable Asset as otherwise provided in this AgreementSection 2.4(b), until such time as all such consents have been obtained, the Sellers Seller and the Buyer will (cooperate 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 obtain a mutually acceptable arrangement under which Buyer (and/or its Affiliates) would, in compliance with Law and 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 terms of the Buyer (applicable Non-Transferable Asset, obtain the benefits of, and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset Non-Transferable Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer (and/or its Affiliates), or under which Seller would (i) enforce for the benefit of Buyer (and/or its Affiliates) any and all of its or their rights against a Third Party (including any Governmental Authority) associated with such Non-Transferable Asset, claim, right or benefit (collectively, “Third Party Rights”), and (ii) promptly pay to Buyer (and/or its Affiliates), when received, all monies received by it or them under any such Non-Transferable Asset, claim, right or benefit, and Buyer (and/or its Affiliates) would assume the obligations and bear the economic burdens associated therewith (provided that are attributable in no event shall Seller be required to take any period from and after the Effective Time and indemnify the Sellers action that would result in connection therewithany additional economic obligations or other requirements applicable to Seller). The Sellers shall have no obligations under this Section 6.3 In the event that Seller remains unable to convey such Non-Transferable Asset after the date that is six using such commercially reasonable efforts to do so for one hundred and twenty (6120) months days following the Closing Date, and during such period in which Seller attempts to obtain such consent, authorization or approval, Seller, upon Buyer’s prior written request, will cooperate with Buyer and use commercially reasonable efforts to assist Buyer in entering into a new contract or contracts with the applicable Third Party on substantially similar terms (provided that such assistance shall not include assistance by Seller with the negotiation of commercial terms between Buyer and the applicable Third Party related to such new contract or contracts) (provided further that nothing in this Section 2.4(b) shall require Seller to pay any consideration or make any concession with respect to any novation or assignment).

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. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense assign, transfer or transfer deliver to the Purchaser 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 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 (including any Governmental AuthorityEntity), 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 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 Law (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, claim, right or benefit, a “Non-Assignable Asset”). From the Sellers (assisted by date hereof until the Buyer upon reasonable request) will (Closing, the Seller shall, and will shall cause their applicable Affiliates its Subsidiaries to) continue (for a period not to exceed six (6) months) to , use commercially reasonable efforts Commercially Reasonable Efforts to obtain any such consent consent, authorization or approval or any other consent, authorization or approval necessary or advisable to be obtained from any third parties (other than with respect to Governmental Entities which are addressed under Section 4.04) in order to consummate the transactions contemplated by this Agreement as promptly as practicable after the date hereof (and in any event, prior to the Closing. Except as otherwise provided ), and the Purchaser shall use its Commercially Reasonable Efforts to cooperate with the Seller to obtain any such consent, authorization or approval; provided, however, that in this Agreementno event shall either Party or any of their respective Affiliates be (i) required to pay any material cost or expense or (ii) obligated to initiate any Proceedings in connection with obtaining any such consent, until authorization or approval. (b) If, on the Closing Date, any such time as all consent, authorization or approval is not obtained (or any such consents have been obtainedconsent, authorization or approval that was obtained prior to the Closing is no longer in full force and effect), or if an attempted sale, conveyance, assignment, transfer or delivery of any such Transferred Asset, claim, right or benefit would constitute a breach or other contravention or a violation of Law, then (i) such Non-Assignable Asset shall not be Transferred to the Purchaser at the Closing, (ii) subject to the immediately following clause (iii), the Sellers Purchaser shall not be obligated to assume, discharge or perform any Liability under or with respect to such Non-Assignable Asset, and (iii) the Seller and the Buyer Purchaser will (cooperate and will cause their applicable Affiliates to) cooperate use Commercially Reasonable Efforts to enter into obtain a lawful and reasonable mutually acceptable arrangement under which the Sellers shall use commercially reasonable efforts to provide Purchaser would, in compliance with Law, obtain the Buyerbenefits of, 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 Non-Assignable Asset in accordance with this Agreement at a cost to the Purchaser, not in excess of the cost the Purchaser would have incurred if the requisite consent, authorization or approval had been obtained prior to the Closing, including subcontracting, sublicensing or subleasing to the Purchaser, or under which the Seller would (A) enforce for the benefit (and at the expense) of the Purchaser and the Transferred Entities any and all of its or their rights against a third party (including any Governmental Entity) associated with such Non-Assignable Asset, and (B) promptly pay to the Purchaser (and/or its Affiliates), when received, all monies received by it or them under any such Non-Assignable Asset (net of any reasonable and documented out-of-pocket expenses incurred by it or them pursuant to clause (A) of this sentence), and the Purchaser and/or one or more of its Subsidiaries would assume the obligations and bear the economic burdens associated therewith. (c) After the Closing, each of the Purchaser and the Seller will use Commercially Reasonable Efforts to promptly obtain all consents, authorizations or approvals that have not been obtained prior to the Closing which are necessary for the sale, conveyance, assignment, transfer or delivery of any Non-Assignable Asset to the Purchaser, and the Seller shall provide or cause to be provided all commercially reasonable assistance requested by the Purchaser in connection with the foregoing; provided, however, that in no event shall either Party or any of their respective Affiliates be (i) required to pay any material cost or expense or (ii) obligated to initiate any Proceedings in connection with obtaining any such consent, authorization or approval. If all required consents, authorizations or approvals with respect to any Non-Assignable Asset are obtained after the Closing Date, then, subject to any restrictions under applicable Law, on the date the last such consent, authorization or approval is obtained (the “Consent Achievement Date”): (i) such Non-Assignable Asset shall be deemed to have been Transferred to the Purchaser, and (ii) with respect to a Non-Assignable Asset that are attributable would have been a Transferred Contract or a Transferred Lease had such consents, authorizations or approvals been obtained prior to any period from the Closing, the Purchaser shall assume as of the Consent Achievement Date and after agree to discharge and perform as and when due, the Effective Time and indemnify ongoing obligations of the Sellers Seller under such Contract, in connection therewith)each case in such manner consistent with Section 2.01. The Sellers shall have no obligations under of the Seller and the Purchaser pursuant to Section 2.05(a) and the first sentence of this Section 6.3 after 2.05(c) shall terminate with respect to a particular Non-Assignable Asset upon the date that is six earlier of (6A) months following the Consent Achievement Date (in which event the applicable Non-Assignable Asset shall be sold, conveyed, assigned, transferred or delivered to the Purchaser in accordance with the immediately preceding sentence) and (B) the twelve (12) month anniversary of the Closing Date. (d) To the extent that any Leases or Contracts to which any Non-MCC Entity is a party (i) exclusively relate to the MCC Business but are not listed on Section 2.01(a) or Section 2.01(b) of the Seller Disclosure Letter or (ii) do not exclusively relate to the MCC Business but are listed on Section 2.01(a) or Section 2.01(b) of the Seller Disclosure Letter, promptly upon discovery of any such Lease or Contract, as applicable, the discovering party shall notify the other party and promptly thereafter shall assign, or cause its applicable Subsidiary to assign such Lease or Contract, as applicable, to the other party.

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 contrary, to the extent that: (i) the assignment or transfer (or attempted assignment or transfer) to Buyer of any Acquired Asset would require the Consent of any Person (other than a Party or a Party’s Affiliates) (each, a “Required Approval”) pursuant to the terms applicable to such Acquired Asset or applicable Law, and such Required Approval shall not have been obtained at the Effective Time; or (ii) if an attempted transfer or assignment of an Acquired Asset would be ineffective or a violation of Law or Contract or would adversely affect the rights of Buyer (as assignee of Seller) thereto or thereunder so that Buyer would not in fact receive all such rights (each such Acquired Asset referenced in clause (i) or (ii) above, a “Non-Transferred Asset”), this Agreement shall not constitute an agreement to assign, sell, convey, sublicense assignment or transfer (or an attempted assignment or transfer) of such Non-Transferred Asset at the Effective Time. (b) With respect to any Non-Transferred Asset, Seller and Buyer will, subject to Section 6.04, and for a period not to exceed eighteen (18) months following the Closing Date (but, as to any particular Non-Transferred Asset, for a period not longer than the current term thereof), cooperate in a mutually agreeable arrangement under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Non-Transferred Asset in accordance with this Agreement, including through subcontracting, sublicensing or any claim, right or benefit arising thereunder or resulting therefromsubleasing to Buyer, or to enter into under an arrangement in which Seller would enforce for the benefit (and at the expense) of Buyer 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 and all of their rights against a third party (including any Governmental Government Authority), would constitute a breach of) associated with such Non-Transferred Asset, or Buyer and Seller would provide necessary and appropriate access to Transferred Assets or Excluded Assets, as applicable (collectively, “Third Party Rights”). In connection with any Third Party Rights Seller would promptly pay to Buyer when received all monies received by them under any such Non-Transferred Asset, less any actual out-of-pocket costs or expenses incurred by Seller as a result of receiving such monies. Notwithstanding the foregoing, Seller shall not be obligated to incur any costs, fees or other contravention underexpenses or obligations in connection with providing to Buyer such Third Party Rights unless Xxxxx has agreed in writing to reimburse Seller for such costs, any Transferred Asset fees, expenses or a violation of Applicable Law, be ineffective obligations. (c) Except as otherwise agreed upon in another Transaction Agreement 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)specific Required Approvals, from and after the date hereofClosing, the Sellers each of Buyer and Seller shall use its commercially reasonable efforts and cooperate in good faith (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ costincluding executing any necessary documents) 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 each Required Approval required with respect to the Closing. Except as Non-Transferred Assets; provided that the Seller shall not be required to pay or otherwise provided provide any consideration to, or incur any Liability to, any other Person in this Agreement, until connection with such time as all such consents have been activities. (d) Once a Required Approval is obtained, the Sellers applicable Non-Transferred Asset shall be deemed to have been automatically assigned and/or transferred to the Buyer on the terms set forth in this Agreement (and/or on the terms set forth in the applicable Transaction Agreement or any other novation or assignment instrument for any Non-Transferred Asset) with respect to the other Non-Transferred Asset, transferred and assumed at the Effective Time, and, without limiting the generality of the foregoing, the obligations and Liabilities of the Seller under such Non-Transferred Asset shall be deemed to be Assumed Liabilities, and the Buyer will rights of the Seller under such Non-Transferred Asset shall be deemed to be a Transferred Asset. (and will cause their applicable Affiliates toe) cooperate to enter into a lawful and reasonable arrangement under which Insofar as any term in this Section 2.02 conflicts with the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost terms of Section 7.09 related to the Sellers or the Buyer, assignment of certain Contracts with the economic benefits U.S. Government, the terms 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 Section 7.09 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 Dateapply.

Assignment of Certain Transferred Assets. Notwithstanding any other provision 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 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 Payment 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. (b) Until the date that is six eighteen (618) months following after the Closing Date, Seller shall, and shall cause each of the other Seller Parties to, use commercially reasonable efforts to cause the counterparty to each Shared Contract to consent to the partial assignment from the applicable Seller Party to Buyer or an Affiliate of Buyer of those rights and benefits of the applicable Seller Party under such Shared Contract related to the Business, prior to, on or as promptly as practicable following, the Closing Date, and shall otherwise reasonably cooperate with Buyer in good faith in respect of Bxxxx’s efforts to enter into a new contract or agreement with the counterparty to any Shared Contract providing goods, services or rights from or to the Business (and in such case, such new contract or agreement shall thereafter constitute a Transferred Asset hereunder) (the foregoing arrangements, the “Shared Contract Split”). Seller shall consult with Buyer with respect to the partial assignment of such Shared Contracts and shall give Buyer the ability to comment thereon and give due consideration to any reasonable comments provided by Bxxxx. Without limiting the foregoing, with respect to any Shared Contract for which the Shared Contract Split has not been entered into prior to or on the Closing Date, until the date that is eighteen (18) months after the Closing Date or the expiration or termination of such Shared Contract in accordance with its terms (whichever is earlier), (i) Buyer or an Affiliate of Buyer shall receive the interest in the rights and benefits, and bear the responsibility for the obligations, under such Shared Contract related to the Business (the “Buyer Portion of Shared Contracts”) and (ii) Seller or an Affiliate of the Seller shall receive the interest in the rights and benefits, and bear the responsibility for the obligations, under such Shared Contract Split not related to the Business (the “Seller Portion of Shared Contracts”). If any Shared Contract Split cannot be effectuated by the date that is eighteen (18) months after the Closing Date and the applicable Shared Contract has not then expired or been terminated, or if the Shared Contract Split would impair the rights and benefits that either the applicable Seller Party, on the one hand, or Buyer or its applicable Affiliate, on the other hand, would expect to derive from such assigned Shared Contract or such contract or agreement, then the Parties shall cooperate with each other to obtain for Buyer or its applicable Affiliate an arrangement to provide Buyer or its applicable Affiliate with the rights and benefits of such Shared Contract in some other manner, including the applicable Seller Party entering into such arrangements with Buyer or its applicable Affiliate to place Buyer or such Affiliate in substantially the same position as if such assignments and new contracts or agreements were entered into in accordance with the foregoing. Notwithstanding the foregoing, nothing in this Section 2.02(b) shall require any of the Seller Parties to make any payment or other concession or accommodation to any counterparty of a Shared Contract, or commence or participate in any Action, in each case, in connection with this Section 2.02(b), in each case, other than payment obligations that are borne by Buyer, and this Section 2.02(b) shall not apply to any Shared Contract to the extent that the applicable Buyer Portion of Shared Contracts is contemplated to be supplied or provided by Seller or any of its Affiliates under any Transaction Agreement.

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 assignment or transfer of 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 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 Authority)party, 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 or would in any way adversely affect the rights of any Seller the Acquiror or any Affiliate the Asset Sellers (as applicable) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), GE will, and will cause each of the other Asset Sellers (and to the extent practicable, their respective Affiliates) to, use its commercially reasonable efforts to obtain any consent necessary for the transfer or assignment 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 Acquiror. If on the Sellers and the Buyer confirming that Closing Date any such consent is not required. Neither Sellers nor obtained, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the Buyer shall be required to make any payment rights of money or other transfer of value to any third party. If a required consent is the Acquiror so that the Acquiror would 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 fact receive all such consents have been obtainedrights, and (i) the Asset Sellers and the Buyer will (and will cause their applicable Affiliates to) Acquiror will, subject to Section 5.05(d), cooperate to enter into in a lawful and reasonable mutually agreeable arrangement under which the Sellers shall use commercially reasonable efforts to provide Acquiror would 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 withwith such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Acquiror, or under which the Asset Sellers would enforce for the benefit of the Acquiror any and all of their rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Asset Sellers would promptly pay to the Acquiror when received all monies received by them under any such Transferred Asset, claim, right or benefit, (ii) after the Closing Date, subject to Section 5.05(d), GE will, and will cause each of the other Asset Sellers to, continue to use its commercially reasonable 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). The Sellers shall have no obligations under this Section 6.3 after receipt of such consent, will immediately transfer such Transferred Asset to the date that is six (6) months following the Closing DateAcquiror.

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 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 and all of the Seller Parties’ rights against a third party associated with such Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Seller Parties shall promptly (and, in any event, within five (5) Business Days) pay to Buyer when received all monies received by them under any such Transferred Asset, claim, right or benefit. (b) Buyer acknowledges and agrees that are attributable (i) certain Third Party Consents or Government Approvals may be required for certain Leased Real Property, Permits, Assumed Contracts and other Contracts and rights intended to be Transferred Assets and that such Third Party Consents or Government Approvals may not be obtained prior to the Closing, (ii) subject to complying with its obligations under Section 2.03(a), neither Seller nor any period from and after of its Affiliates shall have any liability whatsoever arising out of or relating to the Effective Time and indemnify the Sellers failure to obtain any Third Party Consents or Government Approvals that may be required in connection therewith). The Sellers with the Transactions or because of the default under, or acceleration or termination of, any Leased Real Property, Permits, Assumed Contracts or other Contract or right, as a result thereof and (iii) no representation, warranty or covenant of Seller contained herein shall have be breached or deemed breached, and no condition to Buyer’s obligations under this Section 6.3 after to close the date that is six (6) months following Transactions shall be deemed not satisfied as a result of the Closing Datefailure, in and of itself, to obtain any such Third Party Consents or Government Approvals or as a result of any such default, acceleration or termination or any Action, claim, or investigation, commenced or threatened by or on behalf of any Person, arising out of or relating to the failure to obtain any Third Party Consents or Government Approvals or any such default, acceleration or termination.

Assignment of Certain Transferred Assets. (a) 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 therefrom, therefrom or to enter into or fulfill its obligations under this Agreement and the Ancillary Agreements, or for Buyer to purchase, acquire, or receive any other agreement Transferred Asset or arrangement with respect thereto, to enter into or fulfill its obligations under this Agreement and the Ancillary 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. For clarity, if any Contract that would otherwise constitute a Transferred Contract, or other asset that would otherwise constitute a Transferred Asset, is not assignable or transferable as contemplated in this Section 2.4(a) (each, a “Non-Transferable Asset”), such asset shall not be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate deemed a Transferred Asset; provided, however, following Seller’s receipt of the Sellers relevant consent, authorization or approval, as applicable, 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. Schedule 2.4(a) sets forth a list 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 Non-Transferable Assets as of the date hereof. (b) If, on the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable requestClosing Date, at the Sellers’ cost) to obtain any and all required consents for the assignmentsuch consent, partial authorization or approval is not obtained, or if an attempted sale, conveyance, 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 delivery thereof would constitute a breach or other transfer contravention or a violation of value to any third party. If a required consent is not obtained prior to Law, Seller will, for one hundred and twenty (120) days following the Closing with respect to any such Transferred AssetDate, 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 any such consent consent, authorization or approval as promptly as practicable after the Closingdate hereof, and Buyer shall, and shall cause each of its applicable Affiliates to, use its commercially reasonable efforts to cooperate with Seller to obtain any such consent, authorization or approval, necessary for the sale, conveyance, assignment, transfer or delivery of any such Non-Transferable Asset to Buyer, and upon receipt of such consent, authorization or approval, Seller shall promptly assign or transfer to Buyer such Non-Transferable Asset. Except Prior to having the ability to convey a Non-Transferable Asset as otherwise provided in this AgreementSection 2.4(b), until such time as all such consents have been obtained, the Sellers Seller and the Buyer will (cooperate 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 obtain a mutually acceptable arrangement under which Buyer would, in compliance with Law and 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 terms of the Buyer (applicable Non-Transferable Asset, obtain the benefits of, and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset Non-Transferable Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, or under which Seller would (i) enforce for the benefit of Buyer any and all of its or their rights against a Third Party (including any Governmental Authority) associated with such Non-Transferable Asset, claim, right or benefit, and (ii) promptly pay to Buyer, when received, all monies received by it under any such Non-Transferable Asset, claim, right or benefit, and Buyer would assume the obligations and bear the economic burdens associated therewith (provided that are attributable in no event shall Seller be required to take any period from and after the Effective Time and indemnify the Sellers action that would result in connection therewithany additional economic obligations or other requirements applicable to Seller). The Sellers shall have no obligations under this Section 6.3 In the event that Seller remains unable to convey such Non-Transferable Asset after the date that is six using such commercially reasonable efforts to do so for one hundred and twenty (6120) months days following the Closing Date, and during such period in which Seller attempts to obtain such consent, authorization or approval, Seller, upon Buyer’s prior written request, will cooperate with Buyer and use commercially reasonable efforts to assist Buyer in entering into a new contract or contracts with the applicable Third Party on substantially similar terms (provided that such assistance shall not include assistance by Seller with the negotiation of commercial terms between Buyer and the applicable Third Party related to such new contract or contracts) (provided further that nothing in this Section 2.4(b) shall require Seller to pay any consideration or make any concession with respect to any novation or assignment).

Assignment of Certain Transferred Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense assign, transfer or transfer deliver to the Buyer or any of its Affiliates any Transferred AssetAsset or Assumed Liability (including, in the event of a Deferred India Closing, any India Transferred Asset or India Assumed Liability) or to any Selling Party or any claim, right of its Affiliates (other than the Transferred Entities) any Excluded Asset or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect theretoExcluded Liability, if an attempted assignment, the sale, conveyance, sublicense assignment transfer or delivery (or attempted sale, conveyance, assignment, transfer or delivery) thereof, or entering into an agreement to do any such agreement of the foregoing, requires (i) the consent, authorization, waiver or arrangement, without the consent approval of a third party (including any Governmental Authority), would constitute a breach ofand such consent, authorization, waiver or approval has not been obtained prior to the Closing (or, the Deferred India Closing, as applicable), or other contravention under, any Transferred Asset or (ii) would result in 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 If any such Transferred Asset (consent, authorization, waiver 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 approval is not obtained prior to the Closing with respect to (or, the Deferred India Closing, as applicable), or if the sale, conveyance, assignment, transfer or delivery (or attempted sale, conveyance, assignment, transfer or delivery) of any such Transferred AssetAsset or Assumed Liability or Excluded Asset or Excluded Liability would constitute or result in a violation of Law, the Sellers (assisted by Seller and the Buyer upon reasonable request) will (will, subject to Section 7.05 and will cause their to the extent permitted by applicable Affiliates to) continue (for a period not Law and subject to exceed six (6) months) to the terms of the applicable contract, cooperate and 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 subcontracting, sublicensing or other mutually acceptable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost Buyer or its applicable Affiliates (with respect to the Sellers Transferred Assets and Assumed Liabilities) or Seller or its applicable Affiliates (with respect to the BuyerExcluded Assets or Excluded Liabilities) would, in compliance with Law and 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 terms of the Buyer applicable contract (or otherwise), obtain the benefits of, and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic and operational burdens associated with, such Transferred Asset, Assumed Liability, Excluded Asset that are attributable to any period or Excluded Liability in accordance with (and as if such Transferred Asset, Assumed Liability, Excluded Asset or Excluded Liability had been assigned and transferred pursuant to) this Agreement. In furtherance of the foregoing, (x) the Buyer or its applicable Affiliates will, as agent or subcontractor for the Selling Party(ies) (or their Affiliates), pay, perform and discharge fully the Liabilities of the Selling Parties and their Affiliates in respect of the Transferred Assets and Assumed Liabilities from and after the Effective Time Closing (or, the Deferred India Closing, as applicable) in accordance with any such alternate arrangement and indemnify (y) the Sellers Selling Party that remains the legal counterparty to such contract (or otherwise), as applicable, will, or will cause its applicable Affiliates to, at the Buyer’s sole reasonable cost and expense, from and after the Closing (or, the Deferred India Closing, as applicable) hold in trust for and pay to the Buyer as promptly as practicable upon receipt thereof all income, proceeds and other consideration received by the Selling Party (or its Affiliates) in connection with the Transferred Assets and Assumed Liabilities to which such alternative arrangements exist (net of any reasonable and properly incurred expenses incurred in connection therewith). ) and enforce for the benefit (and at the expense) of the Buyer or its applicable Affiliates any and all of its or their rights against a third party associated with such Transferred Asset and Assumed Liabilities; and provided that the foregoing shall apply mutatis (b) The Sellers shall have no obligations of the parties under this Section 6.3 after 2.04 shall terminate upon the earlier of (i) receipt of the requisite consent, authorization, waiver or approval (in which event the applicable Transferred Asset, Assumed Liability, Excluded Asset or Excluded Liability shall be automatically be deemed to have been sold, conveyed, assigned, transferred or delivered to the applicable party or its Affiliates without any additional consideration); and (ii) the date that is six twelve (612) months following from the Closing Date.

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. 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. (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 withwith such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Acquiror, or under which the Sellers 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 would promptly pay to the Acquiror when received all monies received by them under any such Transferred Asset, claim, right or benefit. (b) Notwithstanding the foregoing, any such Transferred Asset that are attributable shall be conveyed, assigned, transferred and delivered to any period from and after the Effective Time and indemnify Acquiror upon receipt of the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3 after requisite consent unless such attempted contribution, conveyance, assignment, transfer or delivery thereof would be ineffective or a violation of Law or would adversely affect the date that is six (6) months following rights of the Closing DateAcquiror.

Assignment of Certain Transferred Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense assign, transfer or transfer deliver to (i) Buyer or any of its Affiliates any Transferred AssetAsset or Assumed Liability or (ii) to any Asset Seller, any Excluded Asset or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect theretoExcluded Liability, if an attempted assignment, the sale, conveyance, sublicense assignment transfer or delivery (or attempted sale, conveyance, assignment, transfer or delivery) thereof, or entering into an agreement to do any such agreement or arrangementof the foregoing, without (A) requires the consent Consent of a third party (including any Governmental Authority), would constitute a breach ofand such Consent has not been obtained prior to the Closing, or other contravention under, any Transferred Asset or (B) would result in 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 If 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 Consent is not obtained prior to the Closing with respect to Closing, or if the sale, conveyance, assignment, transfer or delivery (or attempted sale, conveyance, assignment, transfer or delivery) of any such Transferred Asset, Excluded Asset, Assumed Liability or Excluded Liability would constitute or result in a violation of Law, Seller and Buyer will, to the Sellers (assisted extent permitted by applicable Law and subject to the Buyer upon terms of the applicable Contract, cooperate and use their reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable best 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 subcontracting, sublicensing or other mutually acceptable arrangement under which Buyer (and/or its applicable Affiliates) would, in compliance with Law and 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 terms of the Buyer (applicable Contract, obtain the benefits of, and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic and operational burdens associated with, with such Transferred Asset that are attributable and/or Assumed Liability as if such Transferred Asset and/or Assumed Liability had been assigned, transferred and/or assumed pursuant to this Agreement. In furtherance of the foregoing, (i) Buyer (b) The obligations of the Parties and their Affiliates to cooperate and use their respective reasonable best efforts to obtain any period from Consents and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations to take any other actions under this Section 6.3 after 1.13 shall terminate upon the earlier of (i) receipt of the applicable requisite Consent (in which event the applicable Transferred Asset, Excluded Asset, Assumed Liability or Excluded Liability shall automatically be deemed to have been sold, conveyed, assigned, transferred or delivered to Buyer (and/or its applicable Affiliates) without any additional consideration) and (ii) the date that is six twelve (612) months following the Closing Date. For the avoidance of doubt, any such termination shall not affect any rights to indemnification for such matter pursuant to Article VII.