Common use of Assignment of Contracts and Rights Clause in Contracts

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third party (including any Governmental Entity), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law be ineffective with respect to any party thereto or would in any way adversely affect the rights of Seller or, upon transfer, Purchaser Sub (as assignee of the Company) or the Company (as applicable)thereunder. Subject to Section 6.2, the Company Seller agrees that it will use its commercially reasonable best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to any such Purchased Asset or any claim or right or any benefit arising thereunder for the an assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)Purchaser. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtainedobtained with respect to any such Contract or other Asset, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), will cooperate in a mutually agreeable an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser Sub wouldshall obtain, in compliance with Lawto the extent practicable, obtain the claims, rights and benefits and assume the corresponding obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing sub-leasing to Purchaser SubPurchaser, or under which the Company would enforce, Seller shall enforce for the benefit of Purchaser, with Purchaser Sub, and at the expense of Purchaser Subassuming Seller’s obligations, any and all claims, rights and benefits of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub when received all monies received by them Seller under any Purchased Contract or other Asset or any claim or claim, right or any benefit arising thereunder. To the extent that (i) any Acquired Leases canthereunder not be assigned or transferred to Purchaser Sub as set forth in pursuant to this Section 1.5 and (ii) 8(j). Purchaser Sub requests that the Company subleases such Acquired Leases agrees to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub perform at its sole expense all of the Company’s rights obligations of Seller to be performed after the Acquisition Date under any such Acquired LeaseContract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g).

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of the Purchaser Sub (as assignee of the Company) or the Company Asset Sellers (as applicable)) thereunder. Subject to Section 6.2, the Company The Asset Sellers will use its their commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Purchaser Sub as the Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Asset Sellers thereunder so that the Purchaser Sub would not in fact receive all such rights, the Company Asset Sellers and the Purchaser Sub will, subject to Section 6.2(a), will cooperate in a mutually agreeable arrangement under which the Purchaser Sub would, in compliance with Law, would obtain at no additional cost to the Purchaser the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit burden thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Subthe Purchaser, or under which the Company Asset Sellers would enforce, enforce for the benefit of the Purchaser Sub, and at the expense of Purchaser Sub, any and all of its their rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefitthereto, and the Company Asset Sellers would promptly pay to the Purchaser Sub when received all monies received by them under any Purchased Transferred Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law be ineffective with respect to any party thereto or would in any way adversely affect the rights of Seller or, upon transfer, Purchaser Sub (as assignee of the Company) or the Company (as applicable)thereunder. Subject to Section 6.2, the Company Seller agrees that it will use its commercially reasonable best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to any such Purchased Asset or any claim or right or any benefit arising thereunder for the an assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)Purchaser. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtainedobtained with respect to any such Contract or other Asset, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), will cooperate in a mutually agreeable an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser Sub wouldshall obtain, in compliance with Lawto the extent practicable, obtain the claims, rights and benefits and assume the corresponding obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing sub-leasing to Purchaser SubPurchaser, or under which the Company would enforce, Seller shall enforce for the benefit of Purchaser, with Purchaser Sub, and at the expense of Purchaser Subassuming Seller's obligations, any and all claims, rights and benefits of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub when received all monies received by them Seller under any Purchased Contract or other Asset or any claim or claim, right or any benefit arising thereunder. To the extent that (i) any Acquired Leases canthereunder not be assigned or transferred to Purchaser Sub as set forth in pursuant to this Section 1.5 and (ii) 8(j). Purchaser Sub requests that the Company subleases such Acquired Leases agrees to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub perform at its sole expense all of the Company’s rights obligations of Seller to be performed after the Acquisition Date under any such Acquired LeaseContract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g).

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third party (including any Governmental EntityAuthority), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub Buyer (as assignee of the CompanySeller) or the Company Seller (as applicable). Subject to Section 6.25.05(c), the Company Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub Buyer (as assignee of the CompanySeller) thereto or thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub Buyer will, subject to Section 6.2(a5.05(c), cooperate in a mutually agreeable arrangement under which Purchaser Sub Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, for the benefit of Purchaser SubBuyer, and at the expense of Purchaser SubBuyer, any and all of its rights against a third party thereto (including any Governmental EntityAuthority) associated with such Purchased Asset, claim, right or benefitbenefit (collectively, “Third Party Rights”), and the Company Seller would promptly pay to Purchaser Sub Buyer when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub Buyer as set forth in this Section 1.5 2.05 and (ii) Purchaser Sub requests that the Company Seller subleases such Acquired Leases to Purchaser SubBuyer, Purchaser Sub Buyer and the Company Seller will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease).

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer, Parent or the Company (as applicable)Seller thereunder. Subject to Section 6.2Parent, the Company Seller and Buyer will use its their commercially reasonable efforts (but without any payment of money by Parent, Seller or Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Parent, Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company Parent or Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming either Parent's or Seller's obligations, any and all rights of its rights Parent or Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Assetthereto. Parent or Seller, claimas the case may be, right or benefit, and the Company would will promptly pay to Purchaser Sub Buyer when received all monies received by them Parent or Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases canthe same represents an Excluded Asset. In such event, Parent, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not be assigned or transferred been provided by alternate arrangements satisfactory to Purchaser Sub as set forth Buyer, Parent and Seller, negotiate in this Section 1.5 and (ii) Purchaser Sub requests that good faith an adjustment in the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and consideration paid by Buyer for the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeasePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law or would thereof to in any way adversely affect the rights of Purchaser Sub (as assignee Buyer or Seller thereunder. Each of the Company) or the Company (as applicable). Subject to Section 6.2, the Company Seller and Buyer will use its their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Acquired Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company each of Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller’s obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with thereto. In the event such Purchased Assetbenefits and obligations have not been provided by alternative arrangements satisfactory to Buyer and Seller, claim, right or benefit, Seller and Buyer shall negotiate in good faith an adjustment in the Company would consideration paid by Buyer for the Acquired Assets. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Acquired Asset or any claim or right or any benefit arising thereunder. To the extent thereunder that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed relates to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of period after the Company’s rights under such Acquired LeaseClosing Date.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party thereto, (including any Governmental Entity), i) would constitute a breach or other contravention thereof, a violation of Law (ii) would be ineffective or would in any way adversely affect render the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Transferred Asset or any claim or right or any benefit arising thereunder for void or voidable, or (iii) would in any way adversely affect the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by rights of the Parties in accordance with Section 2.2(e). If, on the Closing Date Buyer (or the applicable Subsequent Closing DateBuying Affiliate) thereto or thereunder, and such consent has not been obtained on or prior to the Closing. Subject to Section 5.05(d), the Sellers will use their commercially reasonable efforts to obtain any consent necessary for the assignment of any such Transferred Asset or any claim or right or any benefit arising thereunder to the Buyer (or the applicable Buying Affiliate) as the Buyer may request. If such consent is not obtainedobtained prior to the Closing, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub the Buyer or the applicable Buying Affiliate (as assignee of the Companyapplicable Seller) thereto or thereunder so that Purchaser Sub the Buyer or the applicable Buying Affiliate would not in fact receive all such rights, (i) the Company Sellers and Purchaser Sub willthe Buyer shall, subject to Section 6.2(a5.05(d), cooperate in a mutually agreeable arrangement under which Purchaser Sub the Buyer or the applicable Buying Affiliate would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased such Transferred Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Subthe Buyer or the applicable Buying Affiliate, or under which the Company Sellers would enforce, enforce for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, Buyer or the applicable Buying Affiliate any and all of its their rights against a third party thereto (including any Governmental Entity) associated with such Purchased Transferred Asset, claim, right or benefit (collectively, “Third Party Rights”), and the Sellers would promptly pay to the Buyer or the applicable Buying Affiliate when received all monies received by them under any such Transferred Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that after the Company subleases such Acquired Leases Closing, subject to Purchaser SubSection 5.05(d) and except as otherwise requested by Buyer, Purchaser Sub the Buyer and the Company will enter into individual subleases Sellers shall continue to use their commercially reasonable efforts to obtain any consent necessary for each any such consent, and, upon the receipt of such Acquired Leases (as opposed consent, will immediately transfer such Transferred Asset, claim, right or benefit to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of Buyer or the Company’s rights under such Acquired Leaseapplicable Buying Affiliate.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law or would thereof to in any way adversely affect the rights of Purchaser Sub (as assignee Buyer or Seller thereunder. Each of the Company) or the Company (as applicable). Subject to Section 6.2, the Company Seller and Buyer will use its commercially reasonable their best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company each of Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller’s obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To In such event, Seller and Buyer shall, to the extent that (i) any Acquired Leases canthe benefits therefrom and obligations thereunder have not be assigned or transferred been provided by alternative arrangements satisfactory to Purchaser Sub as set forth Buyer and Seller, negotiate in this Section 1.5 and (ii) Purchaser Sub requests that good faith an adjustment in the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and consideration paid by Buyer for the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeasePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law or would thereof to in any way adversely affect the rights of Purchaser Sub Buyer or Seller (as assignee thereunder. Each of the Company) or the Company (as applicable). Subject to Section 6.2, the Company Seller and Buyer will use its commercially reasonable their best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub Seller (as assignee of the Companyor any predecssot) thereto or thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company each of Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller’s obligations, any and all rights of its rights Seller (or any predecessor) against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller (or any predecessor) under any Purchased Asset or any claim or right or any benefit arising thereunder. To In such event, Seller, and Buyer shall, to the extent that (i) any Acquired Leases canthe benefits therefrom and obligations thereunder have not be assigned or transferred been provided by alternative arrangements satisfactory to Purchaser Sub as set forth Buyer and Seller, negotiate in this Section 1.5 and (ii) Purchaser Sub requests that good faith an adjustment in the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and consideration paid by Buyer for the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeasePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee Buyer or Xxxxxxxx or any of the Company) or the Company (as applicable)their respective Affiliates thereunder. Subject to Section 6.2, the Company will Buyer and Xxxxxxxx shall use its commercially their respective reasonable best efforts to obtain such consents after the execution of this Agreement until each such consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)is obtained. If, on the Closing Date (or the applicable Subsequent Closing Date), If any such consent is not obtainedobtained prior to the Closing Date, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect Buyer and Xxxxxxxx shall use their respective reasonable best efforts to obtain such consent as soon as reasonably practicable after the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Closing Date. Buyer and Purchaser Sub will, subject to Section 6.2(a), Xxxxxxxx will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer will obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, occupancy and use agreements or subleasing sub-leasing to Purchaser SubBuyer or its Affiliates and enforcement by Xxxxxxxx, Tribune or under which the Company would enforce, their respective Affiliates for the benefit of Purchaser SubBuyer or its Affiliates, and at the expense as applicable, of Purchaser Sub, any and all rights of its rights Xxxxxxxx, Tribune and their respective Affiliates against a third party thereto thereto. Notwithstanding the foregoing, none of Xxxxxxxx, Tribune, Buyer or any of their respective Affiliates shall be required to pay consideration to any third party to obtain any consent by virtue of this provision, except, in the case of a Real Property Lease, a reasonable consent fee or other consideration or a reimbursement of expenses contemplated by such Real Property Lease or required by the applicable landlord, which such consent fee or other consideration shall be paid one half (including any Governmental Entity1/2) associated with by each of Buyer and Xxxxxxxx. Once such consent, or waiver thereof is obtained following the Closing Date, Xxxxxxxx shall or shall cause its Affiliates to sell, transfer, assign, convey or deliver to Buyer the relevant Purchased Asset, claim, right Asset to which such consent or benefitwaiver relates for no additional consideration, and Xxxxxxxx, Tribune or such Affiliate shall have no further liability or obligation thereunder (including, for the Company would promptly pay avoidance of doubt, any obligation to Purchaser Sub when received all monies received by them under guarantee any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Companyparty’s rights obligations under such Acquired Leaseagreement).

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub Buyer or Seller thereunder. Seller and Buyer will make a good faith effort (as assignee but without any payment of the Companymoney by Seller or Buyer) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Acquired Asset or any claim or right or of any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller's obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Acquired Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any the same represents an Excluded Asset. In such event, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer and Seller, negotiate in good faith an adjustment in the consideration paid by Buyer for the Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseAssets.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofactual assignment, without the consent of any applicable a third party (including any Governmental Entity)party, would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company Seller will use its commercially reasonable best efforts to obtain obtain, or cause to be obtained, on or prior to the Closing Date, the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided. Buyer will cooperate with Seller, that any costs and expenses arising therefrom or at no additional cost to Buyer, in such manner as may reasonably be requested in connection therewith should be borne by the Parties in accordance with Section 2.2(e)therewith. If, If such consent is not obtained on or prior to the Closing Date (or Date, Seller shall continue to use reasonable best efforts to obtain any such consent for a period of 90 days after the applicable Subsequent Closing Date), and in the event that any such consent is not obtainedobtained by the Closing Date, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement (a “Work-around”) under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, with Buyer assuming Seller’s obligations to the extent Buyer would have been responsible therefor if such consent had been obtained and at to the expense of Purchaser Subextent Buyer or its Affiliates receive the benefits thereof, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To Notwithstanding the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in foregoing, the provisions of this Section 1.5 and (ii) Purchaser Sub requests 2.08 shall not apply to any Contracts that the Company subleases such Acquired Leases are subject to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseSection 7.05.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Contract or transfer any Acquired Lease, Governmental Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would be ineffective with respect to any party thereto. As to any such Contract or Governmental Permit so designated in any way adversely affect writing by the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2Purchaser, the Company Seller and the Purchaser will use its commercially reasonable efforts to obtain prior to the Closing or as promptly as practicable after the Closing the consent of the other parties to such Contract or Governmental Permit or, alternatively, written confirmation from such parties reasonably satisfactory to the Purchaser that such consent is not required, it being understood that (i) neither the Seller, the Purchaser nor any of their respective Affiliates shall be required to pay money to any third party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party and (ii) to the extent the foregoing shall require any action by the Seller that would, or would continue to, affect the Business after the Closing, such Purchased Asset action shall require the prior written consent of the Purchaser. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that the Purchaser would not in fact receive all such rights, the Purchaser and the Seller shall cooperate in a mutually agreeable arrangement pursuant to which the Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting or sublicensing to the Purchaser, or pursuant to which the Seller would enforce for the benefit of the Purchaser, with the Purchaser assuming the Seller’s obligations and any and all rights of the Seller against a third party thereto. The Seller shall promptly pay to the Purchaser when received all monies received by the Seller with respect to any Assumed Contract or any claim or right or any benefit arising thereunder for relating to the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom period on or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on after the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company Seller will use its commercially reasonable best efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, Seller shall (A) provide to Buyer the Company rights and Purchaser Sub willbenefits of such Purchased Asset and, subject to Section 6.2(a)if so provided, cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and Buyer shall assume the corresponding obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, (B) Seller shall enforce for the benefit of Purchaser SubBuyer, with Buyer assuming Seller's obligations and at the expense of Purchaser Subreasonable expenses, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with thereto; PROVIDED that the parties agree that, upon Buyer's written notice to Seller, such Purchased Asset, claim, right or benefit, and the Company would Asset will be deemed an Excluded Asset hereunder if Buyer determines in its discretion that such enforcement is too costly. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company Seller will use its commercially reasonable efforts (but without any payment of money by Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will diligently cooperate in good faith in the thirty-five (35) days after the Closing to arrive at a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller's obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasesame represents an Excluded Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer, or the Company (as applicable)Sellers thereunder. Subject to Section 6.2, the Company Sellers and Buyer will use its commercially reasonable their best efforts (but without any payment of money by Sellers or Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Sellers thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Sellers and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company Sellers would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Sellers' obligations, any and all rights of its rights Sellers against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Sellers will promptly pay to Purchaser Sub Buyer when received all monies received by them Sellers under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasesame represents an Excluded Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company Seller and Buyer will use its commercially reasonable their best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto Seller or Buyer thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller’s obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases canthe same represents an Excluded Asset. In such event, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not be assigned or transferred been provided by alternate arrangements satisfactory to Purchaser Sub as set forth Buyer and Seller, negotiate in this good faith an adjustment in the consideration paid by Buyer for the Purchased Assets, to the extent not otherwise adjusted pursuant to Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease2.06(b).

Assignment of Contracts and Rights. Notwithstanding (a) Anything in this Agreement or any other provision of this Agreement Acquisition Document to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a party thereto or the receipt of any Government Approvals or the satisfaction of any other requirement thereof or applicable third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee Buyer, Seller or any of the Company) or the Company (as applicable)Seller’s Subsidiaries thereunder. Subject to Section 6.2, the Company Seller and Buyer will use its commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Transferred Asset or to obtain any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may reasonably request; provided, however, that Seller shall have no obligation to assign or transfer any costs and expenses arising therefrom licenses of any Intellectual Property or any licenses granted by Seller in connection therewith should be borne by with the Parties sale, distribution and license of the Products in accordance with Section 2.2(e)the ordinary course of business that are not Transferred Contracts. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent or Government Approval is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee Seller or any of Seller’s Subsidiaries thereunder prior to the Company) thereto Closing or Buyer thereunder on or after the Closing so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations thereunder from and bear after the economic burdens associated with the Purchased Asset, claim, right or benefit Effective Time in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller’s obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasethereto.

Assignment of Contracts and Rights. Notwithstanding Anything in this Agreement or any other provision of this Agreement Acquisition Document to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract which is to be an Assumed Contract or transfer any Acquired Lease, Permit asset which is to be a Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom therefrom, if an attempted assignment or transfer thereof, without the consent of any applicable third a party (including any Governmental Entity)thereto other than Seller, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company will Seller shall use its commercially reasonable efforts (but without the requirement of any payment of money by Seller) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder Persons for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)Purchaser. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive substantially all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), shall cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing sub-leasing to Purchaser SubPurchaser, or under which the Company Seller would enforce, enforce for the benefit of Purchaser, with Purchaser Sub, and at the expense of Purchaser Subassuming Seller's obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller shall promptly pay to Purchaser Sub when received all monies received by them under Seller in respect of any Assumed Contract or Purchased Asset Asset, or transfer any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. To the extent the benefits therefrom and obligations thereunder have been provided by alternative arrangements as provided above, the Contract shall be deemed an Assumed Contract and the asset shall be deemed a Purchased Asset, provided that Purchaser shall not be responsible for any Liabilities (i) any Acquired Leases cannot be assigned arising out of a claim of breach of such Assumed Contract due to the establishment of the alternative arrangements, or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that arising out of such Assumed Contract or Purchased Asset as a result of Seller's action without Purchaser's approval in a manner inconsistent with the Company subleases such Acquired Leases alternative arrangements or Seller's failure to Purchaser Subact at Purchaser's reasonable direction in connection with performance under the Contract. To the extent the benefits therefrom and obligations thereunder have not been provided by alternative arrangements reasonably satisfactory to Purchaser, Purchaser Sub the Contract shall not be deemed an Assumed Contract and the Company will enter into individual subleases for each of asset shall not be deemed a Purchased Asset. Seller covenants not to use, or to sell, assign or otherwise extend the benefits to any Person from any such Acquired Leases (Contract or asset in a manner which is competitive with the Business as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis owned and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leaseoperated by Purchaser.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, transfer, assign or transfer deliver any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted such sale, conveyance, transfer, assignment or transfer thereofdelivery, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect the rights of Purchaser Sub any Party thereunder; provided, that the foregoing shall not limit or affect Seller’s representations and warranties set forth in this Agreement. Seller and Buyer shall use their reasonable best efforts (as assignee but without any payment of the Companymoney by Buyer or any obligation on Buyer to agree to any accommodation or concession with a third party) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)Buyer. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject Buyer shall cooperate to Section 6.2(a), cooperate in determine a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubBuyer, or under which Seller would enforce (at the Company would enforce, direction of Buyer) for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller’s obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with including, if applicable, the right to elect to terminate such Purchased Asset, claim, right or benefit, and Asset in accordance with the Company would terms thereof upon Buyer’s request). Seller shall promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Upon receipt of any required consents to assignment of a Purchased Asset, Seller shall sell, transfer, convey, assign and deliver such Purchased Asset to Buyer with no additional purchase price due therefore. In addition, following the Closing, the parties shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out this ‎Section 2.05 and give effect to the transactions contemplated by this ‎Section 2.05. To the extent that (i) that, in connection with obtaining a third party’s consent under any Acquired Leases cannot be assigned Contract, one or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that more of the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will Parties enter into individual subleases an agreement with such third party that provides for each an allocation of liability among the Parties with respect to such Acquired Leases (Contract that is inconsistent with the terms of this Agreement, the Parties agree that, as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all among themselves, the provisions of the Company’s rights under such Acquired Leasethis Agreement shall control.

Assignment of Contracts and Rights. Notwithstanding ASSIGNMENT OF LEASES; ASSIGNMENT OF CERTAIN OTHER EXECUTORY CONTRACTS The Purchased Assets (including the Assumed Real Property Leases and the Assumed Contracts) will be sold, assigned to, transferred to and assumed by Buyer pursuant to the Receivership Order and Sections 363, 365 and other applicable provisions of the U.S. Bankruptcy Code as of the Closing. The Receiver shall use commercially reasonable efforts, and Buyer shall cooperate with the Receiver, including by providing the information described in Section 9.4(f), to obtain any required consents of any third party or court approvals required for the assignment of any Assumed Real Property Lease, Assumed Contract or other Purchased Asset. Buyer shall pay all costs and expenses incurred by the Receiver in obtaining such consents, provided that Buyer approves of such costs and expenses in advance, which approval shall not be unreasonably withheld. With the prior written consent of the Receiver, Buyer may have direct communications with any such third parties for the sole purpose of seeking to obtain any such consent(s). To the extent the Receiver is unable to obtain any required consent or court approvals for the assignment of any Assumed Real Property Lease(s), the Receiver may take such other action as it deems appropriate, including, without limitation, pursuant to the U.S. Bankruptcy Code, to effect an assignment of such Assumed Real Property Lease(s) to Buyer. Except as otherwise provided in Section 2.6, but notwithstanding any other provision of this Agreement (other than Section 2.6) to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party is required as to the assignment of any particular Executory Contract or other asset intended to be a Purchased Asset (including or any Governmental Entityright thereunder), would constitute a breach or other contravention thereofthan an Assumed Real Property Lease, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtainedobtained or such assignment is not attainable over the objection of that party pursuant to applicable Law (including, or if an attempted transfer or assignment thereof would be ineffectivewithout limitation, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee CCAA, s. 47 of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Bankruptcy and Purchaser Sub will, subject to Section 6.2(aInsolvency Act (Canada), cooperate in s. 39 of the Law and Equity Act (British Columbia) and Section 105, 363 or 365 of the U.S. Bankruptcy Code), then such Executory Contract or other asset shall not be a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases canand shall not be assigned or transferred hereunder, but the Closing shall proceed, without adjustment to Purchaser Sub the Purchase Price, with respect to the remaining Purchased Assets; provided, however, that if such Executory Contract that is not transferred is an Assumed Real Property Lease, then the Purchase Price payable to the Receiver shall be reduced dollar for dollar by the amount allocated to the Casino to which such Assumed Real Property Lease relates as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseSchedule 2.6(b).

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Contract or transfer any Acquired Lease, Governmental Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would be ineffective with respect to any party thereto. As to any such Contract or Governmental Permit so designated in any way adversely affect writing by the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2Purchaser, the Company Sellers and the Purchaser will use its commercially reasonable efforts to obtain prior to the Closing or as promptly as practicable after the Closing the consent of the other parties to such Contract or Governmental Permit or, alternatively, written confirmation from such parties reasonably satisfactory to the Purchaser that such consent is not required, it being understood that (i) neither the Sellers, the Purchaser nor any of their respective Affiliates shall be required to pay money to any third party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party and (ii) to the extent the foregoing shall require any action by AMI or Grass that would, or would continue to, affect the Business after the Closing, such Purchased Asset action shall require the prior written consent of the Purchaser. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that the Purchaser would not in fact receive all such rights, the Purchaser and the applicable Seller shall cooperate in a mutually agreeable arrangement pursuant to which the Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting or sublicensing to the Purchaser, or pursuant to which such Seller would enforce for the benefit of the Purchaser, with the Purchaser assuming such Seller’s obligations and any and all rights of such Seller against a third party thereto. Such Seller shall promptly pay to the Purchaser when received all monies received by such Seller with respect to any Assumed Contract or any claim or right or any benefit arising thereunder for relating to the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom period on or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on after the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject Prior and subsequent to Section 6.2Closing, the Company Seller and Buyer will use its commercially their reasonable best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller's obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them under Seller with respect to any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasesame represents an Excluded Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)party, would constitute a breach or other contravention thereofof such Purchased Asset. Seller, a violation Buyer and the Company shall use their commercially reasonable efforts (but without any payment of Law money by Seller, Buyer or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub the Company as Purchaser Sub Buyer may request; provided. Without limiting Seller’s obligation to deliver the Required Consents at Closing pursuant to Section 2.09, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any if such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub the Company would not in fact receive all such rights, Buyer and the Company acknowledge that Seller shall not thereby be in breach of this Section 2.05, and Purchaser Sub will, subject to Section 6.2(a), Seller and the Company shall cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, the Company would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser Subthe Company, or under which the Company Seller would enforce, enforce for the benefit of Purchaser Subthe Company, and at with the expense of Purchaser SubCompany assuming Seller’s obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Assetthereto; provided, claim, right or benefit, and that if the Company would elects not to enter into such an arrangement, Seller shall nevertheless be deemed to have satisfied its obligations hereunder. Seller shall promptly pay to Purchaser Sub the Company when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasesame represents an Excluded Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Contributed Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Contributed Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) relevant Business Transferor or the Company (as applicable)Business Transferee thereunder. Subject to Section 6.2, the Company Each Business Transferor and Business Transferee will use its commercially their reasonable best efforts (but without any payment of money, transfer of assets or provision of other services by such parties) to obtain the consent of the other parties to any such Purchased Contributed Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub the relevant Business Transferee as Purchaser Sub such Business Transferee may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or relevant Business Transferor thereunder so that Purchaser Sub the relevant Business Transferee would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), such parties will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, the relevant Business Transferee would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to Purchaser Subsuch Business Transferee, or under which the Company relevant Business Transferor would enforce, enforce for the benefit of Purchaser Subsuch Business Transferee, and at the expense of Purchaser Subwith such Business Transferee assuming such Business Transferor's obligations, any and all rights of its rights such Business Transferor against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Each Business Transferor will promptly pay to Purchaser Sub the relevant Business Transferee when received all monies received by them such Business Transferor under any Purchased Contributed Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases same represents an Excluded Asset. In such Acquired Leases to Purchaser Subevent, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.such

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Leaseclaim, Permit contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Sellers thereunder. Subject to Section 6.2, the Company The parties hereto will use its commercially their reasonable efforts to obtain the consent of the other parties to any such Purchased Asset claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Sellers thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Sellers and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Assetunder any such claims, claimcontracts, right licenses, leases, commitments, sales orders or benefit in accordance with this Agreementpurchase orders, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company Sellers would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer's assuming Sellers' obligations, any and all rights of its rights Sellers against a third party thereto (including any Governmental Entity) associated with arising out of the breach of cancellation by such Purchased Asset, claim, right third party or benefit, and the Company would otherwise. Sellers will promptly pay to Purchaser Sub Buyer when received all monies received by them Sellers under any Purchased Asset such claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasesame represents an Excluded Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired LeaseAssigned Contract, Permit Permit, Real Property Lease or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofand for so long as such assignment, without the approval, consent or waiver of a third party thereto or any applicable third party (including any Governmental Entity)Authority, would constitute a breach or other contravention thereofof such Assigned Contract, a violation of Law Permit, Real Property Lease or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Purchaser, Seller or the Company (as applicable)their respective Affiliates thereunder. Subject to Section 6.2If such approval, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent waiver is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto Seller or any Selling Affiliate thereunder so that Purchaser Sub or a Purchasing Affiliate would not in fact receive all such rights, the Company Purchaser and Purchaser Sub will, subject to Section 6.2(a), Seller will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, or a Purchasing Affiliate would obtain the benefits and assume perform and discharge the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company Seller would enforce, enforce for the benefit of Purchaser Subor a Purchasing Affiliate at Purchaser’s sole cost and expense, with Purchaser or the applicable Purchasing Affiliate being responsible for the performance and discharge of Seller’s obligations (including any Liabilities actually suffered by any Seller Indemnified Party resulting from or arising out of any such mutually agreeable arrangement), and at the expense of Purchaser Sub, any and all rights of its rights Seller thereunder against a third party thereto (including any Governmental Entity) associated with such Purchased Assetparty. None of Seller, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim Affiliate of Seller or right Purchaser shall be required to make any payments or offer or grant any benefit arising thereunder. To accommodation (financial or otherwise) to any third party to obtain any approval, consent or waiver for the extent that (i) transfer of any Acquired Leases cannot be assigned rights or transferred obligations made pursuant to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseAgreement.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law or would thereof to in any way adversely affect the rights of Purchaser Sub (as assignee Buyer or Seller thereunder. Each of the Company) or the Company (as applicable). Subject to Section 6.2, the Company Seller and Buyer will use its commercially reasonable their best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Acquired Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company each of Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller’s obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Acquired Asset or any claim or right or any benefit arising thereunder. To In such event, Seller, and Buyer shall, to the extent that (i) any the benefits therefrom and obligations thereunder have not been provided by alternative arrangements satisfactory to Buyer and Seller, negotiate in good faith an adjustment in the consideration paid by Buyer for the Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseAssets.

Assignment of Contracts and Rights. (a) Notwithstanding any other provision of anything in this Agreement that may be deemed to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Shared Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Shared Contract or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Seller, any Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)of their respective Affiliates thereunder. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffectiveSeller and Buyer will, a violation of Law or would adversely affect until the rights of Purchaser Sub (as assignee first anniversary of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a)Closing Date, cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense with Buyer assuming Seller’s obligations, all rights of Purchaser Sub, any and all of its rights Seller against a third party thereto (including thereto. In connection with any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent Shared Contract that is (i) assigned, in whole or in part, to Buyer, any Acquired Leases cannot be assigned Company or transferred to Purchaser Sub as set forth in this Section 1.5 and any of their respective Subsidiaries, or (ii) Purchaser Sub requests that the sub-contracted, sub-licensed or sub-leased or under which Seller or any of its Affiliates otherwise passes along any benefits thereunder, in each case whether in whole or in part, to Buyer, any Company subleases or any of their respective Subsidiaries, Buyer hereby agrees to perform, and to cause to be performed, all of its or such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases Company’s or Subsidiary’s (as opposed applicable) obligations thereunder and shall (A) promptly, but in any event within 30 days of being invoiced therefor, reimburse Seller for all out-of-pocket expenses incurred by Seller or any of its Affiliates under any such Shared Contract and (B) hereby indemnify Seller and its Affiliates, and otherwise hold them harmless from, any failure to a “master” sublease covering all perform any such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leaseobligations.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller Entity party thereto thereunder. Subject to Section 6.2, the Company The Seller Parties and Buyer will use its commercially reasonable their best efforts (but without any payment of money by Buyer or the Seller Parties) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or relevant Seller Entity thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller Parties and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company Seller Parties would enforce, enforce for the benefit of Purchaser SubBuyer, and at with Buyer assuming the expense of Purchaser Subrelevant Seller Entity’s obligations, any and all rights of its rights such Seller Entity against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. The applicable Seller Entity will promptly pay to Purchaser Sub Buyer when received all monies received by them such Seller Entity under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasesame represents an Excluded Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything contained in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement or attempted agreement to transfer, sublease or assign or transfer any Acquired Lease, Permit assumed Contract or any claim Claim or right or with respect to any benefit arising thereunder or resulting therefrom therefrom, if an attempted transfer, sublease or assignment or transfer thereof, without the required consent of any applicable third other party (including any Governmental Entity)thereto, would constitute a breach thereof or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company will The Seller shall use its commercially reasonable best efforts to obtain the consent of the other parties to any such Purchased Asset third party to the transfer, sublease or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; providedthe Buyer in cases in which such consent is required for such transfer, that any costs and expenses arising therefrom sublease or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)assignment. If, on the Closing Date (or the applicable Subsequent Closing Date), If any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of Seller shall use its best efforts to cooperate with the Company) thereto or thereunder so that Purchaser Sub would not Buyer in fact receive all such rights, reasonable and lawful arrangements designed to provide for the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain Buyer the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreementthereunder, including subcontracting, sublicensing (a) adherence to reasonable procedures established by the Buyer for the immediate transfer to the Buyer of any payments or subleasing to Purchaser Sub, or under which other funds received by the Company would enforce, Seller thereunder and (b) enforcement for the benefit of Purchaser Sub, and at the expense Buyer of Purchaser Sub, any and all rights of its rights the Seller thereunder against a third the other party or parties thereto arising out of the breach or cancellation thereof by such other party or parties or otherwise. All costs incurred by the Buyer to obtain any consent pursuant to this Section 2.6 shall be reimbursed by the Seller within ten (including any Governmental Entity10) associated with days following receipt of notice of such Purchased Asset, claim, right or benefit, and costs from the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunderBuyer. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth Nothing contained in this Section 1.5 and (ii) Purchaser Sub requests that 2.6 shall be construed to negate or diminish, as between the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub Seller and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis Buyer, the covenants and on such terms as will generally confer to Purchaser Sub all obligations of the Company’s rights under such Acquired LeaseSeller to transfer and deliver the Purchased Assets to the Buyer as provided in this Agreement.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) VPRW, the Parent or the Company (as applicable)thereunder. Subject to Section 6.2, the Company The Seller will use its commercially reasonable efforts (but without any payment of money by VPRW, the Parent or the Seller) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub VPRW as Purchaser Sub VPRW may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub VPRW would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), VPRW will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, VPRW would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubVPRW, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubVPRW, and at with VPRW assuming the expense of Purchaser SubSeller’s obligations, any and all rights of its rights the Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. The Seller will promptly pay to Purchaser Sub VPRW when received all monies received by them the Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the same constitutes an Excluded Asset. The Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed Buyer shall, to a “master” sublease covering all such Acquired Leases) on a fully net basis the extent the benefits arising under any Purchased Asset have not been provided by alternative arrangements satisfactory to the Parent, VPRW and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease, negotiate in good faith a downward adjustment in the Purchase Price.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company Seller and Buyer will use its commercially reasonable their best efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller's obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases canthe same represents an Excluded Asset. In such event, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not be assigned or transferred been provided by alternate arrangements satisfactory to Purchaser Sub as set forth Buyer and Seller, negotiate in this Section 1.5 and (ii) Purchaser Sub requests that good faith an adjustment in the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and consideration paid by Buyer for the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeasePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer, or the Company (as applicable)Seller or any Member thereunder so that the Buyer would not in fact receive all such rights. Subject to Section 6.2, the Company The Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub the Buyer as Purchaser Sub the Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto Seller or any Member thereunder so that Purchaser Sub the Buyer would not in fact receive all such rights, the Company Seller or such Member(s) and Purchaser Sub will, subject to Section 6.2(a), the Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, the Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser Subthe Buyer, or under which the Company Seller or such Member would enforce, enforce for the benefit of Purchaser Subthe Buyer, and at with the expense of Purchaser SubBuyer assuming the Seller’s or such Member’s obligations, any and all rights of its rights the Seller or such Member against a third party thereto (including any Governmental Entity) associated with thereto. The Seller or such Purchased Asset, claim, right or benefit, and the Company would Member will promptly pay to Purchaser Sub the Buyer when received all monies received by them the Seller or such Member under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Subsame constitutes an Excluded Asset. The Seller, Purchaser Sub the Members and the Company will enter into individual subleases for each Buyer shall, to the extent the benefits arising under any Purchased Asset have not been provided by alternative arrangements satisfactory to the Buyer and the Sellers, negotiate in good faith a downward adjustment in the Estimated Initial Purchase Price commensurate with the monetary value of such Acquired Leases (benefit as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all determined upon the mutual agreement of the Company’s rights under such Acquired LeaseBuyer and Sellers.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of Buyers or Seller thereunder. Seller and the Company) or the Company (as applicable). Subject to Section 6.2, the Company applicable Buyer will use its commercially reasonable their best efforts (but without any payment of money by Seller or Buyers) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub the applicable Buyer as Purchaser Sub such Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub such Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), such Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, such Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser Subthe applicable Buyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser Subsuch Buyer, and at the expense of Purchaser Subwith such Buyer assuming Seller's obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub the applicable Buyer when received all monies received by them Seller under any Purchased Asset intended to be acquired hereunder by such Buyer or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasesame represents an Excluded Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company Seller and Buyer will use its their commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller’s obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases canthe same represents an Excluded Asset. In such event, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not be assigned or transferred been provided by alternate arrangements satisfactory to Purchaser Sub as set forth Buyer and Seller, negotiate in this Section 1.5 and (ii) Purchaser Sub requests that good faith an adjustment in the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and consideration paid by Buyer for the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeasePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom Contract if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or any PMG Company thereunder. PMG and the Company (as applicable). Subject to Section 6.2, the Company Buyer will use its commercially their reasonable best efforts (but without the requirement of any payment of money by either Party) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder Contract for the assignment thereof to Purchaser Sub the Buyer as Purchaser Sub the Buyer may request; provided, that any costs . Unless and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any until such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or such PMG Company thereunder so that Purchaser Sub the Buyer would not in fact receive all rights under such rightsContract, the such PMG Company and Purchaser Sub will, subject to Section 6.2(a), the Buyer will cooperate in a mutually agreeable an arrangement under which Purchaser Sub would, in compliance with Law, the Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser Subthe Buyer, or under which the such PMG Company would enforce, at the Buyer’s expense, for the benefit of Purchaser Subthe Buyer, and with the Buyer assuming at the Buyer’s expense of Purchaser Subsuch PMG Company’s obligations in accordance with this Agreement, any and all rights of its rights such PMG Company against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the thereto. Such PMG Company would will promptly pay to Purchaser Sub the Buyer when received all monies received by them thereby under any such Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser SubContract, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering Buyer shall pay, defend, discharge and perform all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights Liabilities under such Acquired LeasePurchased Contracts which constitute Assumed Liabilities hereunder.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to ---------------------------------- the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable). Subject to Section 6.2, the Company Seller thereunder Seller and Buyer will use its commercially reasonable their best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof there would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller's obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases canthe same represents an Excluded Asset. In such event, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not be assigned or transferred been provided by alternate arrangements satisfactory to Purchaser Sub as set forth Buyer and Seller, negotiate in this good faith an adjustment in the consideration paid by Buyer for the Purchased Assets, to the extent not otherwise adjusted pursuant to Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease2.08.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect the rights of Purchaser Sub Buyer or its designated Subsidiaries thereunder. Seller and Buyer shall use their best efforts (as assignee but without any payment of the Companymoney by Buyer) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer or its designated Subsidiary as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer or its designated Subsidiary would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer shall cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer or its designated Subsidiary would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubBuyer or its designated Subsidiary, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer or its designated Subsidiary, and at the expense of Purchaser Subwith Buyer or its designated Subsidiary assuming Seller’s obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller shall promptly pay to Purchaser Sub Buyer or its designated Subsidiary when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasesame represents an Excluded Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company Seller and Buyer will use its commercially reasonable their best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub- leasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller's obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasesame represents an Excluded Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third party (including any Governmental Entity), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2Seller, the Company Seller Subs and ---------------------------------- Buyer will use its their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such contract, Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, Seller, the Company Seller Subs and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which Seller and the Company Seller Subs, as the case may be, would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller's obligations, any and all rights of its rights Seller and the Seller Subs, as the case may be, against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller and the Seller Subs, as the case may be, under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasesame represents an Excluded Asset.

Assignment of Contracts and Rights. Notwithstanding Anything in this Agreement or any other provision of this Agreement Transaction Document to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee Buyer or Seller, or any of the Company) or the Company (as applicable)their respective Subsidiaries, thereunder. Subject to Section 6.2, the Company Seller and Buyer will use its commercially reasonable their best efforts (but without any payment of money by Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee Seller or any of the Company) thereto or its Subsidiaries thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller’s obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller or any of its Subsidiaries under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases canthe same represents an Excluded Asset. In such event, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not be assigned or transferred been provided by alternate arrangements satisfactory to Purchaser Sub as set forth Buyer and Seller, negotiate in this good faith an adjustment in the consideration paid by Buyer for the Purchased Assets, to the extent not otherwise adjusted pursuant to Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease2.08.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law or would thereof to in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Sellers thereunder. Subject to Section 6.2, the Company Each Seller and Buyer will use its commercially reasonable their best efforts (but without any payment of money by Sellers or Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Sellers thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company each Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to Purchaser SubBuyer, or under which the Company Sellers would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Sellers’ obligations, any and all rights of its rights each Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Each Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them such Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To In such event, Sellers and Buyer shall, to the extent that (i) any Acquired Leases canthe benefits therefrom and obligations thereunder have not be assigned or transferred been provided by alternative arrangements satisfactory to Purchaser Sub as set forth Buyer and Sellers, negotiate in this Section 1.5 and (ii) Purchaser Sub requests that good faith an adjustment in the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and consideration paid by Buyer for the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeasePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding Sellers shall use their best efforts to obtain the consent of all third parties whose consent is required to assign to Buyer any other provision of Purchased Asset (including the Contracts) or any claim or right or any benefit arising thereunder or resulting therefrom, including the consents listed in Schedule 2.05. Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)party, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the CompanyBuyer or a Seller thereunder. Except with respect to those Contracts identified in Schedule 10.02(d) or the Company (as applicable). Subject for which all consents must be obtained prior to Section 6.2Closing, the Company will use its commercially reasonable if after Sellers’ efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto Sellers or Buyer thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Sellers and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing to Purchaser SubBuyer, or under which the Company a Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming such Seller’s obligations, any and all rights of its rights such Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Sellers will promptly pay (or cause to Purchaser Sub be paid) to Buyer when received all monies received by them a Seller or any Affiliate of a Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) the same represents an Excluded Asset. In the event of any Acquired Leases cansuch arrangement, Sellers and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not be assigned been provided by alternate arrangements satisfactory to Buyer or transferred Sellers, negotiate in good faith an adjustment in the consideration paid by Buyer for the Purchased Assets, which adjustment shall equal any costs incurred by Buyer to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that another Person to replace the Company subleases benefit arising from any such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leaseunassigned Purchased Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Acquiror or the Company Asset Sellers (as applicable)) thereunder. Subject to Section 6.25.05(d), the Company Asset Sellers will use its their commercially reasonable best efforts to obtain the consent of the other parties to any such Purchased Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub the Acquiror as Purchaser Sub the Acquiror may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub the Asset Sellers (as assignee of the Companyapplicable) thereto or thereunder so that Purchaser Sub the Acquiror would not in fact receive all such rights, the Company Asset Sellers and Purchaser Sub the Acquiror will, subject without limiting the obligations of the parties pursuant to Section 6.2(a5.05(d), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, the Acquiror would obtain at no additional cost to Acquiror the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit burden thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Subthe Acquiror, or under which the Company Asset Sellers would enforce, enforce for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, Acquiror any and all of its their rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefitthereto, and the Company Asset Sellers would promptly pay to Purchaser Sub the Acquiror when received all monies received by them under any Purchased Transferred Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, this Agreement shall not constitute an agreement to assign any Purchased Contract or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom other Purchased Asset if an attempted assignment or transfer thereofassignment, without the consent of any applicable a third party (including any Governmental Entity)party, would constitute a material breach or other material contravention thereof, a violation of Law such Purchased Contract or would Purchased Asset or in any way materially adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer under such Purchased Contract or the Company (as applicable)Purchased Asset. Subject to Section 6.2, the Company The Parties will use its their commercially reasonable efforts (but without the requirement of any payment of money or the provision of any other consideration by the Parties) to obtain the consent of the other parties to any such Purchased Contract or Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof of such Purchased Contract or Purchased Asset to Purchaser Sub as Purchaser Sub may request; providedBuyer (and, that any costs when such consent is obtained, Seller shall sell, convey, assign, transfer and expenses arising therefrom deliver the applicable Purchased Contract or in connection therewith should be borne by the Parties Purchased Asset to Buyer in accordance with Section 2.2(e2.1(a)). If, on the Closing Date (or the applicable Subsequent Closing Date), any Unless and until such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would materially adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto Buyer under such Purchased Contract or thereunder Purchased Asset so that Purchaser Sub the Buyer would not in fact receive all material rights under such rightsPurchased Contract or Purchased Asset, the Company and Purchaser Sub will, subject to Section 6.2(a), Parties will cooperate in a mutually agreeable an arrangement under which Purchaser Sub would, in compliance with Law, the Buyer would substantially obtain the benefits and substantially assume the obligations and bear the economic burdens associated with the under such Purchased Asset, claim, right Contract or benefit Purchased Asset in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to Purchaser Subthe Buyer, or under which the Company Seller would enforce, at the Buyer’s expense, for the benefit of Purchaser Subthe Buyer, and with the Buyer assuming at its expense the expense of Purchaser SubSeller’s obligations, any and all rights of its rights the Seller against a any third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would party. The Seller Parties will promptly pay to Purchaser Sub the Buyer when received all monies received by them the Seller Parties under any Purchased Asset Contract or any claim or right or any benefit arising thereunder. To Purchased Asset, and the Buyer shall pay, defend, discharge and perform all Liabilities under such Purchased Contracts and Purchased Assets to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this required under Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease2.2(a).

Assignment of Contracts and Rights. Notwithstanding any other provision of Notwithstanding, anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject Seller and Foster agree to Section 6.2, the Company will use its their commercially reasonable best efforts (xxx xithout any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may reasonably request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company Seller or Foster would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assumxxx Xxller's obligations, any and all rights of its rights Seller or Foster against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right thereto. Seller or benefit, and the Company would promptly Foster will proxxxxx pay to Purchaser Sub Buyer when received all monies received by them recexxxx xy Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases canthe same represents an Excluded Asset. In such event, Seller, Foster and Buyer shall, to the extent the benefits therefrom anx xxxxgations thereunder have not be assigned or transferred been provided by alternate arrangements satisfactory to Purchaser Sub as set forth Buyer, Seller and Foster, negotiate in this Section 1.5 and (ii) Purchaser Sub requests that good faith an adjustment in the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and consideratxxx xxid by Buyer for the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeasePurchased Assets.

Assignment of Contracts and Rights. (a) Notwithstanding any other provision of this Agreement anything herein to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising rights thereunder or resulting therefrom if (a) an attempted assignment or transfer thereofassignment, without the consent of any applicable a third party (including any Governmental Entityeach, an “Assignment Consent”), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub the Buyer, the Seller or any Selling Subsidiary thereunder, and (as assignee of b) the Company) Seller has failed to obtain such Assignment Consent, despite commercially reasonable efforts to do so (each such Purchased Asset or the Company (as applicableright, a “Non-Assignable Asset”). Subject For a period of up to Section 6.2twelve (12) months after the Closing, the Company will Seller shall continue to use its commercially reasonable efforts to obtain all Assignment Consents necessary to transfer all Non-Assignable Assets as soon as practicable, and to the consent of extent that and as long as an Assignment Consent cannot be obtained, the other parties to any such Purchased Seller or the Selling Subsidiary, as applicable, will retain the relevant Non-Assignable Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may requestand all associated Liabilities; provided, that any costs the Seller, the Selling Subsidiaries and expenses arising therefrom the Buyer will otherwise behave and treat each other as if the transfer or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, assignment had effectively taken place on the Closing Date Date. In particular, (or i) the applicable Subsequent Closing Date), Seller and the Selling Subsidiaries will follow the Buyer's reasonable instructions regarding the exercise of any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject with respect to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased each Non-Assignable Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which (ii) the Company would enforce, for Buyer shall indemnify the benefit of Purchaser Sub, Seller and at the expense of Purchaser Sub, Selling Subsidiaries against any and all of its rights against a third party thereto (including any Governmental Entity) Liabilities associated with such Purchased each Non-Assignable Asset, claim(iii) the Seller and the Selling Subsidiaries shall apply the standard of care of a prudent businessman with respect to each Non-Assignable Asset, right (iv) the Buyer shall use its commercially reasonable efforts to assist the Seller and the Selling Subsidiaries in performance of any obligations arising from each Non-Assignable Asset if such assistance is requested by the Seller or benefitthe Selling Subsidiaries, and (v) the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub Seller and the Company will enter into individual subleases for Selling Subsidiaries shall pass on to the Buyer all net benefits arising from each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseNon-Assignable Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, neither this Agreement nor the consummation of the transactions contemplated hereby shall not constitute an assignment, or an agreement to assign or transfer assign, any Acquired Lease, Permit Asset or any claim or right or any benefit arising thereunder or resulting therefrom (a "Consent-Required Asset") if an attempted assignment or transfer thereofof such Consent-Required Asset, without the consent of any applicable one or more third party (including any Governmental Entity)parties, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee Buyer or Seller thereunder; PROVIDED, HOWEVER, that once all such consents are obtained, this Agreement shall automatically effect an immediate assignment of the Company) or the Company (as applicable)such Consent-Required Asset without further action by either party hereto. Subject to Section 6.2, the Company Buyer and Seller will use its their commercially reasonable efforts (which shall not be deemed to require any payment of money or other value by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Consent-Required Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may reasonably request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-contracting or subleasing sub-licensing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller's obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay or assign to Purchaser Sub Buyer when received all monies received by them under Seller with respect to any Purchased Consent-Required Asset or and any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth the same represents an Excluded Asset. Nothing in this Section 1.5 2(d) shall be construed to diminish the representations, warranties and (ii) Purchaser Sub requests that the Company subleases covenants of Seller respecting such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leaseconsents.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer novate any Acquired Lease, Permit Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer novation thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub Buyer or Sellers thereunder, except to the extent such consent(s) have been obtained. With respect to any Government Contract or any claim, right or benefit arising thereunder or resulting therefrom, Buyer and Sellers each will use all reasonable efforts, both before and after Closing, to obtain the consent (as assignee including, without limitation, by way of novation) of the Company) other parties to any such Contract for the assignment or novation thereof to Buyer with the Company release of Sellers (as applicablePROVIDED, HOWEVER, that the release of Sellers shall not be made a condition to obtaining such consent). Subject With respect to Section 6.2any other Contract or any claim, right or benefit arising thereunder or resulting therefrom, to the Company extent requested by Buyer, Buyer and Sellers will use its commercially their respective reasonable efforts best efforts, both before and after Closing, to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder Contract for the assignment or novation thereof to Purchaser Sub as Purchaser Sub may request; providedBuyer with the release of Sellers (PROVIDED, HOWEVER, that any costs and expenses arising therefrom or in connection therewith should the release of Sellers shall not be borne by the Parties in accordance with Section 2.2(emade a condition to obtaining such consent). If, on the Closing Date (or the applicable Subsequent Closing Date), If any such consent is not obtained, or if an attempted transfer assignment or assignment thereof novation of any such Contract would be ineffective, a violation of Law ineffective or would materially adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Sellers thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Sellers and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain substantially the same economic benefits that would be obtained under an assignment or novation thereof and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company Sellers would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Sellers' obligations, any and all rights of its rights Sellers against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Sellers will promptly pay to Purchaser Sub Buyer when received all monies received by them any Seller or its Affiliates under any Purchased Asset Contract or any claim or right or any benefit arising thereunder. To thereunder not transferred pursuant to this Section 7.2, except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth the same represents a Non-Assigned Contract. Buyer's obligations in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each respect of such Acquired Leases (unassigned contracts shall be commensurate with the benefits thereof made available to Buyer pursuant to any arrangement referred to herein, and shall comprise Assumed Liabilities. Any contract as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer which consent is obtained after the Closing Date shall thereafter comprise an Assigned Contract. The reasonable efforts required hereby shall not include any requirement to Purchaser Sub all of institute suit, to offer or grant financial accommodations or to assume additional Liabilities, except to the Company’s rights under such Acquired Leaseextent funded by Buyer.

Assignment of Contracts and Rights. Notwithstanding anything in this Agreement or any other provision of this Agreement Transaction Document to the contrary, this Agreement shall not constitute an agreement to assign or transfer assignment of any Acquired Lease, Permit Assumed Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third a party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) that are sought to be assigned or the Company (as applicable)transferred to Newco pursuant to this Agreement. Subject to Section 6.2, the Company will Credence shall use its commercially reasonable best efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder appropriate persons for the assignment thereof to Purchaser Sub Newco as Purchaser Sub Newco may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee Newco thereunder if there was an assignment, so that Newco would not receive all of the Company) thereto rights that should be transferred or thereunder so that Purchaser Sub would not in fact receive all such rightsassigned to Newco based on this Agreement, the Company then Credence and Purchaser Sub will, subject to Section 6.2(a), Newco shall cooperate in a mutually agreeable arrangement until such Assumed Contract has expired or the consent of the other party or parties thereto to the assignment of such Assumed Contract to Newco has been obtained under which Purchaser Sub would, in compliance with Law, Newco would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, Agreement (including subcontracting, sublicensing or subleasing to Purchaser Sub, or arrangements under which the Company Credence would enforce, enforce for the benefit of Purchaser SubNewco, and at the expense of Purchaser Subwith Newco assuming Credence’s obligations, any and all rights of its rights Credence against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would person thereto). Credence shall promptly pay to Purchaser Sub Newco, when received received, all monies received by them under Credence in respect of any Purchased Asset such Assumed Contract or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasesame represents an Excluded Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable)Buyer thereunder. Subject to Section 6.2, the Company will Each Selling Party shall use its commercially reasonable best efforts to obtain the consent of the other any third parties to any such Purchased Asset Acquired Assets or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (ineffective as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rightsto Buyer, the Company Selling Parties and Purchaser Sub will, subject to Section 6.2(a), cooperate in Buyer will enter into a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer will obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company Selling Parties would enforce, enforce such arrangements for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would Buyer. The Selling Parties shall promptly pay to Purchaser Sub when received Buyer all monies received by them the Selling Parties under any Purchased Asset Acquired Assets or any claim or right or any benefit arising thereunder. To , except to the extent that the same represents an Excluded Asset. In such event, the Selling Parties and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to Buyer, negotiate in good faith an adjustment in the consideration paid by Buyer for the Acquired Assets. The foregoing notwithstanding, the rights and remedies under this Section 2.3 shall be in addition to, and not in place of, any other such rights or remedies provided for under this Agreement (i) any Acquired Leases cannot be assigned or transferred including, without limitation, Buyer's rights with respect to Purchaser Sub as failure of the condition set forth in this Section 1.5 and (iisubsection 7.1(i)) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each or by operation of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leaselaw.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)party, would constitute a breach thereof or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller Parties thereunder or be contrary to Applicable Law. Subject to Section 6.2, the Company will The Seller Parties and Buyer shall use its their commercially reasonable efforts (but without any requirement to pay money or offer other consideration to any Person) to obtain the consent of any applicable third party to the other parties to assignment of any such Purchased Transferred Asset or any claim or such claim, right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)benefit. If, on the Closing Date (or the applicable Subsequent Closing Date), If any such consent or approval is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Seller Parties and Purchaser Sub will, subject to Section 6.2(a), Buyer shall cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit Liabilities under such Transferred Asset in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubBuyer, or under which the Company Seller Parties would enforce, exercise (at the reasonable direction of Buyer) for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming such Seller Party’s obligations, any and all rights of its rights against a third party thereto the Seller Parties (including any Governmental Entity) associated including, if applicable, the right to elect to terminate such Transferred Asset in accordance with such Purchased Asset, claim, right or benefit, and the Company would terms thereof upon Buyer’s request). Each Seller Party shall promptly pay to Purchaser Sub Buyer when received all monies received by them such Seller Party under any Purchased such Transferred Asset or any claim or claim, right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned the same represents an Excluded Asset. The Seller Parties shall have no obligation to obtain such consent or transferred approval or to Purchaser Sub provide such an alternative arrangement other than the undertaking to use commercially reasonable efforts to obtain or provide the same as set forth in this Section 1.5 2.05, subject only to the other provisions hereof, and shall have no remedy (ii) Purchaser Sub requests that including under Article 8) for failure of the Company subleases Seller Parties to obtain any such Acquired Leases consent or approval or to Purchaser Subprovide any such alternative arrangement (subject only to the other provisions hereof). To the extent that, Purchaser Sub and in connection with obtaining a third party’s consent under any Transferred Asset, one or more of the Company will parties hereto enter into individual subleases an agreement with such third party that provides for each an allocation of liability among the parties hereto with respect to such Acquired Leases (Transferred Asset that is inconsistent with the terms of this Agreement, the parties agree that, as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all among themselves, the provisions of the Company’s rights under such Acquired Leasethis Agreement shall control.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)Person, would constitute a breach or other contravention thereof, a violation of Law such Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable)Seller or its Affiliates thereunder. Subject to Section 6.2, the Company Seller and Purchaser will use its their commercially reasonable efforts (but without any payment of money by any of them) to obtain the consent of the other parties to such Persons in respect of any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof thereto to Purchaser Sub (or a Purchasing Subsidiary designated by Purchaser) as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto Seller or thereunder its Affiliates hereunder so that Purchaser Sub would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), will cooperate in a mutually agreeable arrangement under pursuant to which Purchaser Sub would, in compliance with Law, (or a Purchasing Subsidiary designated by Purchaser) would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing or subleasing sub-leasing to Purchaser Sub(or a Purchasing Subsidiary designated by Purchaser), or under which the Company Seller or its Affiliates would enforce, enforce for the benefit of Purchaser, with Purchaser Sub, and at the expense of Purchaser Subassuming Seller’s or its Affiliates’ obligations, any and all rights of Seller or its rights Affiliates against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub when received all monies received by them Seller or its Affiliates under any Purchased Asset or any claim or right or any benefit arising thereunder, and Seller and Purchaser shall continue to cooperate and use all commercially reasonable efforts to obtain such consent and to provide Purchaser with all such rights shall continue to use all reasonable efforts to obtain such consent. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth Nothing in this Section 1.5 5.9 shall affect Purchaser’s other rights under this Agreement and (ii) Purchaser Sub requests that shall not affect the Company subleases such Acquired Leases conditions to Purchaser SubPurchaser’s obligation to close. The provisions of this Section 5.9 shall not limit, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all modify or otherwise affect any representation or warranty of the Company’s rights Selling Subsidiaries or Seller under such Acquired Leasethis Agreement.

Assignment of Contracts and Rights. Notwithstanding Other than the Acquired Contracts, Buyer assumes no rights or responsibilities for any contracts, agreements, commitments, obligations, liabilities or any other provision duties of Seller except as specifically set forth in Schedule 3.1(d) or elsewhere in this Agreement agreement. Notwithstanding anything to the contrarycontrary in this Agreement, this Agreement shall not constitute an agreement to assign any Governmental Authorization or transfer any instrument, contract, lease, permit or other arrangement included among the Acquired LeaseAssets or Acquired Contracts, Permit or any claim or right or any benefit arising thereunder or resulting therefrom therefrom, if an attempted assignment or transfer thereof, without the consent of any applicable a necessary third party (including any Governmental Entity)party, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub Buyer thereunder; any assignment or transfer which requires such a consent shall be made subject to such consent being obtained. Seller shall use its best efforts at all times (before and after Closing, as assignee applicable) to obtain required consents to assignment of the Company) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may requestAcquired Contracts; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such if a consent is not obtained, or if an attempted transfer or assignment thereof would be ineffectiveineffective as to Buyer, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject Buyer will enter into an arrangement acceptable to Section 6.2(a), cooperate in a mutually agreeable arrangement Buyer under which Purchaser Sub would, in compliance with Law, Buyer will obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingwhether by subcontract, sublicensing sub-license or subleasing to Purchaser Subsublease, or under and by which the Company Seller would enforce, enforce such rights and/or agreements for the benefit of Purchaser SubBuyer. To the extent such an arrangement is effected, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would Seller shall promptly pay to Purchaser Sub when received Buyer all monies received by them Seller under any Purchased Asset Acquired Assets or any claim or right or any benefit arising thereunder. To , except to the extent the same represents an Excluded Asset. Seller acknowledges that (i) the assignment of certain Acquired Contracts is material to this agreement. Nothing herein shall be deemed or construed to cure or excuse any Acquired Leases cannot be assigned breach by Seller or transferred to Purchaser Sub as set forth Buyer of any of its representations, warranties and covenants in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser SubAgreement, Purchaser Sub and the Company will enter into individual subleases rights and remedies under this Section 2.3 shall be in addition to, and not in lieu of, any other such rights or remedies provided for each under this Agreement or by operation of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leaselaw.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, this Agreement shall not constitute an agreement to assign any Purchased Contract or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom other Purchased Asset if an attempted assignment or transfer thereofassignment, without the consent of any applicable a third party (including any Governmental Entity)party, would constitute a material breach or other material contravention thereof, a violation of Law such Purchased Contract or would Purchased Asset or in any way materially adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyers or the Company (as applicable)Seller under such Purchased Contract or Purchased Asset. Subject to Section 6.2, The Seller and the Company Buyers will use its their commercially reasonable efforts (but without the requirement of any payment of money or the provision of any other consideration by the Seller or the Buyers) to obtain the consent of the other parties to any such Purchased Contract or Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof of such Purchased Contract or Purchased Asset to Purchaser Sub as Purchaser Sub may request; provided, that any costs a Buyer. Unless and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any until such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would materially adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto Parties under such Purchased Contract or thereunder Purchased Asset so that Purchaser Sub the Buyers would not in fact receive all material rights under such rightsPurchased Contract or Purchased Asset, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), the Buyers will cooperate in a mutually agreeable an arrangement (without the requirement of any payment of money or other expenditure by the Seller) under which Purchaser Sub would, in compliance with Law, the Buyers would substantially obtain the benefits and substantially assume the obligations and bear the economic burdens associated with the under such Purchased Asset, claim, right Contract or benefit Purchased Asset in accordance with this Agreement, including subcontracting, sublicensing sublicensing, or subleasing to Purchaser Subthe Buyers, or under which the Company Seller would enforce, at the Buyers’ expense, for the benefit of Purchaser Subthe Buyers, and with the Buyers assuming at their expense the expense of Purchaser SubSeller’s obligations, any and all rights of its rights the Seller against a any third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would party. The Seller will promptly pay to Purchaser Sub the Buyers when received all monies received by them the Seller under any Purchased Asset Contract or Purchased Asset, and the Buyers shall pay, defend, discharge and perform all Liabilities under such Purchased Contracts and Purchased Assets as required under Section 2.2(a). Notwithstanding anything to the contrary set forth in the foregoing sentences, the Seller shall be entitled to retain from or set-off against amounts due to, or otherwise charge and collect from, the Buyers all reasonable incremental costs associated with the retention, maintenance and enforcement of rights of any claim Purchased Contract or right or any benefit other Purchased Asset, and in addition all Liabilities arising thereunder. To thereunder to the extent that (i) related to the ownership, use or operation thereof from and after the Closing Date contemplated by this Section 2.8, and the Buyers will indemnify each Seller Party for any Acquired Leases cannot be assigned Loss resulting from or transferred arising out of any such activities. Notwithstanding anything to Purchaser Sub as the contrary set forth in this Section 1.5 and 2.8, the Seller shall not have any obligation whatsoever to directly or indirectly retain any portion of its assets or businesses other than any specific individual Purchased Contract or other Purchased Asset contemplated by this Section 2.8 (iibut only until such time as the transfer thereof may be effected in accordance with this Agreement) Purchaser Sub requests that the Company subleases as a result of this Section 2.8 in order to perform or maintain such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeasePurchased Contract or other Purchased Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom Contract if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable)any Seller thereunder. Subject to Section 6.2, the Company Each Seller and Purchaser will use its commercially their respective reasonable best efforts (but without the requirement of any payment of money by any Seller or Purchaser) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder Contract for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs . Unless and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any until such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or applicable Seller thereunder so that Purchaser Sub would not in fact receive all the rights under such rightsContract, the Company each such Seller and Purchaser Sub will, subject to Section 6.2(a), will cooperate in a mutually agreeable an arrangement under which Purchaser Sub would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubPurchaser, or under which the Company such Seller would enforce, at Purchaser’s expense, for the benefit of Purchaser, with Purchaser Subassuming at Purchaser’s expense, and at the expense of Purchaser Subsuch Seller’s obligations, any and all rights of its rights such Seller against a third party thereto thereto. Except with respect to any cash in transit (including by wire transfer, mail or otherwise) to any Governmental Entity) associated with such Purchased AssetSeller on the Closing Date, claim, right or benefit, and the Company would each Seller will promptly pay to Purchaser Sub when received all monies received by them such Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights Purchased Contracts, and Purchaser shall pay, defend, discharge and perform all Liabilities under such Acquired LeasePurchased Contracts.

Assignment of Contracts and Rights. Notwithstanding (a) Anything in this Agreement or any other provision of this Agreement Acquisition Document to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a party thereto or the receipt of any applicable third party (including Government Approvals or the satisfaction of any Governmental Entity)other requirement thereof, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee Buyer, Seller or any of the Company) or the Company (as applicable)Seller’s Subsidiaries thereunder. Subject to Section 6.2, the Company Seller and Buyer will use its commercially reasonable efforts (but without any payment of money by Seller or Buyer except as provided in Section 5.07) to obtain the consent of the other parties to any such Purchased Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may reasonably request; provided, however, that Seller shall have no obligation to assign or transfer Contracts, including any costs and expenses arising therefrom licenses of Intellectual Property or any licenses granted by Seller in connection therewith should be borne by with the Parties sale, distribution and license of Products in accordance with Section 2.2(e)the ordinary course of business, that are not Assumed Contracts. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent or Government Approval is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, for the Company Assumed Contracts set forth on Schedule 2.06, Seller and Purchaser Sub will, subject Buyer will cooperate to Section 6.2(a), cooperate in a mutually agreeable arrangement discuss and determine feasible arrangements under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this AgreementAgreement to the extent of Seller’s rights thereunder, including subcontractingpotential sub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubBuyer (but no more extensive than Seller’s existing rights with respect to the Business), or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller’s obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasethereto.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company Seller and Buyer will use its commercially reasonable their best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto Seller or Buyer thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller's obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases canthe same represents an Excluded Asset. In such event, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not be assigned or transferred been provided by alternate arrangements satisfactory to Purchaser Sub as set forth Buyer and Seller, negotiate in this Section 1.5 and (ii) Purchaser Sub requests that good faith an adjustment in the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and consideration paid by Buyer for the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeasePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit of the Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder or resulting therefrom if (a) an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, thereof or a violation of Law or would in any way adversely affect the rights of Purchaser Parent or Acquisition Sub thereunder and (as assignee of b) such consent is not obtained prior to the Company) or the Company (as applicable)Closing. Subject to Section 6.2, the Company The Asset Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Parent or Acquisition Sub as Purchaser Parent or Acquisition Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, ineffective or a violation of Law or would adversely affect the rights of Purchaser Parent or Acquisition Sub (as assignee of the CompanyAsset Seller or any Affiliate thereof) thereto or thereunder so that Purchaser Parent or Acquisition Sub would not in fact receive all such rights, each Party will enter into any arrangement reasonably requested by the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement other Party under which Purchaser (i) Parent or Acquisition Sub would, in compliance with Law, obtain receive the benefits and assume the obligations and bear the economic burdens associated with the Purchased Assetsuch Transferred Assets and Liabilities, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Parent or Acquisition Sub, or under which and (ii) the Company Asset Seller would enforce, enforce for the benefit of Purchaser Sub, (and at the expense expense) of Purchaser Sub, Parent or Acquisition Sub any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased AssetTransferred Assets and Liabilities, claim, right or benefit, and the Company Asset Seller would promptly pay to Purchaser Parent or Acquisition Sub when received all monies received by them Asset Seller under any Purchased Asset or any claim or Transferred Assets and Liabilities, claim, right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasebenefit.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee of Buyer or Seller thereunder; provided that the Company) foregoing shall not limit or affect Seller’s representations and warranties in Article 3 or the Company conditions set forth in Section 10.02. Seller and Buyer shall use their reasonable best efforts (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts but without any payment of money by Parent or Buyer) to obtain the consent of the other such third parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may reasonably request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer shall cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubBuyer, or under which Seller would enforce (at the Company would enforce, direction of Buyer) for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller’s obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with including, if applicable, the right to elect to terminate such Purchased Asset, claim, right or benefit, and Asset in accordance with the Company would terms thereof upon Buyer’s request). Seller shall promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) the same represents an Excluded Asset. Upon receipt of any Acquired Leases cannot required consents to assignment of a Purchased Asset, Seller shall sell, transfer, convey, assign and deliver such Purchased Asset to Buyer with no additional purchase price due therefore. In addition, following the Closing, the parties shall execute and deliver, or shall cause to be assigned executed and delivered, such documents and other instruments and shall take, or transferred shall cause to Purchaser Sub be taken, such further actions as set forth in may be reasonably required to carry out this Section 1.5 2.05 and (ii) Purchaser Sub requests that give effect to the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasetransactions contemplated by this Section 2.05.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit of the CRC Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased CRC Asset or any claim or right or any benefit arising thereunder for required to permit the assignment thereof to Purchaser Sub as Purchaser Sub may requestBuyer; provided, however, that neither Buyer nor Seller shall be required to make any costs and expenses arising therefrom material payment or agree to any material undertaking in connection therewith should therewith, except for payments due upon assignment expressly provided for in such agreements. Seller shall be borne by responsible at its sole cost to obtain the Parties in accordance with Section 2.2(e)consent of each landlord under a Leased Property to the assignment or sublease thereof. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement arrangement, as Buyer and Seller shall agree, under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, with Buyer assuming Seller's obligations and at the expense of Purchaser Sub, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will pay promptly pay to Purchaser Sub Buyer when received all monies received by them Seller after the Closing Date under any Purchased Asset of the CRC Assets or any claim or right or any benefit arising thereunder. To Notwithstanding anything to the extent contrary contained herein, Seller covenants that the Contracts that are indicated with an asterisk on Schedule 5.04 (ithe "Required Consent Contracts") will be transferred and assigned to Buyer on the Closing Date and that Seller will have obtained, as of the Closing Date, all consents necessary to assign to Buyer the Required Consent Contracts without causing any Acquired Leases cannot be assigned default, acceleration or transferred termination under any such Contracts. Provided that Seller uses commercially reasonable efforts to Purchaser Sub as set forth in obtain such consents and subject to this Section 1.5 and 3.01(c), Buyer agrees that neither Times Mirror nor Seller shall have any liability whatsoever arising out of or relating to the failure to obtain any consents (iiother than consents related to Required Consent Contracts) Purchaser Sub requests that may have been or may be required in connection with the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all transactions contemplated by this Agreement or because of the Company’s rights under such Acquired Leasedefault, acceleration or termination of any CRC Asset as a result thereof.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser the Buyer, Acquisition Sub (as assignee of the Company) or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company The Seller will use its commercially reasonable efforts (but without making any payments or incurring out-of-pocket expenses and without commencing any legal proceeding), and the Buyer will actively assist the Seller, to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)Acquisition Sub. If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Acquisition Sub would not in fact receive all such rights, the Company Seller, the Buyer and Purchaser Acquisition Sub will, subject to Section 6.2(a), will cooperate in a mutually agreeable arrangement under which Purchaser Acquisition Sub would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including including, without limitation, subcontracting, sublicensing sub-licensing, or subleasing to Purchaser Acquisition Sub, or under which the Company Seller would enforce, enforce for the benefit of Purchaser Acquisition Sub, and at with Acquisition Sub assuming the expense of Purchaser Subapplicable Seller's or Seller's obligations, any and all rights of its rights the Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefitthereto, and the Company would promptly pay to Purchaser Sub when received all monies any amount received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot Seller in respect thereof shall be assigned or transferred held for and paid over to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Acquisition Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such Purchased Asset or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company Seller and Buyer will use its commercially reasonable their best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller's obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases canthe same represents an Excluded Asset. In such event, Seller and Buyer shall, to the extent the benefits therefrom and obligations thereunder have not be assigned or transferred been provided by alternate arrangements satisfactory to Purchaser Sub as set forth Buyer and Seller, negotiate in this Section 1.5 and (ii) Purchaser Sub requests that good faith an adjustment in the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and consideration paid by Buyer for the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeasePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom Purchased Contract if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub Buyer or Seller thereunder. Seller shall for a period of one (as assignee of 1) year following the Company) or the Company (as applicable). Subject to Section 6.2, the Company will Closing Date use its commercially reasonable efforts (but without the requirement of any payment of money or the provision of any other consideration by Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder Contract for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may reasonably request; provided, that any costs . Unless and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any until such consent is not obtainedobtained prior to the expiration of the one (1) year period, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Parties thereunder so that Purchaser Sub Buyer would not in fact receive all rights under such rightsPurchased Contract, the Company and Purchaser Sub will, subject to Section 6.2(a), Seller shall cooperate with Buyer in a mutually agreeable an arrangement under which Purchaser Sub would, in compliance with Law, Buyer or a Buyer Affiliate would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer or a Buyer Affiliate, or under which the Company Seller would enforce, at Buyer’s expense, for the benefit of Purchaser SubBuyer, and with Buyer assuming at the Buyer’s expense of Purchaser SubSeller’s obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller shall promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 Contract, and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser SubBuyer shall pay, Purchaser Sub defend, discharge and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering perform all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights Liabilities under such Acquired LeasePurchased Contracts as required under Section 1.4(a).

Assignment of Contracts and Rights. Notwithstanding Anything in this Agreement or ---------------------------------- any other provision of this Agreement Acquisition Document to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third a party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company will Seller shall use its commercially reasonable efforts best efforts, whether before or after the Closing Date, to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder appropriate Persons for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company Seller and Purchaser Sub will, subject to Section 6.2(a), shall cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser SubPurchaser, or under which the Company Seller would enforce, enforce for the benefit of Purchaser, with Purchaser Sub, and at the expense of Purchaser Subassuming Seller's obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would Person thereto. Seller shall promptly pay to Purchaser Sub when received all monies received by them under Seller in respect of any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Seller shall be responsible for any and all costs associated with obtaining such consents. To the extent that (i) any Acquired Leases canthe benefits therefrom and Liabilities thereunder have not been provided by alternative arrangements reasonably satisfactory to Purchaser, an adjustment in the Purchase Price paid by Purchaser for the Purchased Assets shall be assigned or transferred made to Purchaser Sub as set forth in this Section 1.5 reflect the lost benefits and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases Damages to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeasePurchaser.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)a Seller thereunder. Subject to Section 6.2, the Company Sellers and Buyer will use its commercially reasonable their best efforts (but without any payment of money by Sellers or Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or a Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Sellers and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company a Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming a Seller's obligations, any and all rights of its rights a Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Sellers will promptly pay to Purchaser Sub Buyer when received all monies received by them a Seller under any Purchased Asset or any claim or right or any benefit arising thereunderthereunder on or after the Closing Date. To In such event, Sellers and Buyer shall, to the extent that (i) any Acquired Leases canthe benefits therefrom and obligations thereunder have not be assigned or transferred been provided by alternate arrangements satisfactory to Purchaser Sub as set forth Buyer and Sellers, negotiate in this Section 1.5 and (ii) Purchaser Sub requests that good faith an adjustment in the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and consideration paid by Buyer for the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeasePurchased Assets.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall will not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub the Buyer or Xyz thereunder. Xyz and the Buyer will use their best efforts (as assignee but without any payment of the Company) money by Xyz or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub the Buyer as Purchaser Sub the Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Xyz thereunder so that Purchaser Sub the Buyer would not in fact receive all such rights, Xyz and the Company and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, the Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser Subthe Buyer, or under which the Company Xyz would enforce, enforce for the benefit of Purchaser Subthe Buyer, and at with the expense of Purchaser SubBuyer assuming Xyz’s obligations, any and all rights of its rights Xyz against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Xyz will promptly pay to Purchaser Sub the Buyer when received all monies received by them Xyz under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases same represents an Excluded Asset. In such Acquired Leases to Purchaser Subevent, Purchaser Sub Xyz and the Company will enter into individual subleases Buyer will, to the extent the benefits therefrom and obligations thereunder have not been provided by alternate arrangements satisfactory to the Buyer and Xyz, negotiate in good faith an adjustment in the consideration paid by the Buyer for each of such Acquired Leases (as opposed the Purchased Assets, to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer the extent not otherwise adjusted pursuant to Purchaser Sub all of the Company’s rights under such Acquired LeaseSection 1.8.

Assignment of Contracts and Rights. Notwithstanding any other provision of (a) Anything in this Agreement to the contrarycontrary notwithstanding (but subject to Section 2.10(b)), this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom Purchased Contract if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of Buyer thereunder. Prior to and after the Company) or the Company (as applicable). Subject to Section 6.2Closing, the Company Seller and its Subsidiaries will use its commercially their reasonable best efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder Contract for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs reasonably request and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)Buyer shall provide commercially reasonable cooperation to Seller to obtain such consents. If, on the Closing Date (or the applicable Subsequent Closing Date), any Unless and until such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would materially adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto Seller or its Subsidiaries thereunder so that Purchaser Sub Buyer would not in fact receive all rights under such rightsPurchased Contract, the Company Seller, its Subsidiaries and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable any lawful arrangement reasonably proposed by Buyer under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, at Seller’s expense, for the benefit of Purchaser SubBuyer, with Buyer assuming, at Seller’s expense, Seller’s and at the expense of Purchaser Subits Subsidiaries’ obligations, any and all rights of Seller or any of its rights Subsidiaries against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer, when received received, all monies received by them Seller or its Subsidiaries under any Purchased Asset Contract, and Buyer shall pay, defend, discharge and perform all Assumed Liabilities under such Purchased Contracts. If any Assigned Contract is not assigned by Seller or its Subsidiaries to Buyer as a result of the absence of any claim or right or any benefit arising thereunder. To the extent that required consent (i) any Acquired Leases can“Restricted Contract”), Buyer shall not be assigned or transferred under any obligation whatsoever to Purchaser Sub assume any Assumed Liabilities arising under such Restricted Contract, except as set forth in the third sentence of this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease2.10.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer or the Company (as applicable)Seller thereunder. Subject to Section 6.2, the Company Seller and Buyer will use its their commercially reasonable efforts diligent effort (but without the obligation to expend any money by Seller or Buyer or to initiate any lawsuits) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may reasonably request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company then at Buyer’s option (i) Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller’s obligations, any and all rights of its rights Seller against a third party thereto or (including any Governmental Entityii) associated with such Purchased Asset, claim, Buyer shall have the right or benefit, and the Company would to terminate this Agreement. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasesame represents an Excluded Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit HPI Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofsuch assignment, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law such HPI Transferred Asset or would in any way adversely affect the rights of Purchaser Sub Transferee or Transferor thereunder (as assignee of such consents, the Company) or the Company (as applicable“Required Consents”). Subject to Section 6.2, the Company will Transferor and Transferee shall use its commercially their reasonable best efforts to obtain the consent of the other such third parties to any such Purchased HPI Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Transferee as Purchaser Sub Transferee may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, obtained or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Transferor thereunder so that Purchaser Sub Transferee would not in fact receive all such rights, the Company Transferor and Purchaser Sub will, subject to Section 6.2(a), Transferee shall cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Transferee would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontractingsub-contracting, sublicensing sub-licensing, or subleasing sub-leasing to Purchaser SubTransferee, or under which the Company Transferor would enforce, enforce for the benefit of Purchaser SubTransferee, and at the expense of Purchaser Subwith Transferee assuming Transferor’s obligations, any and all rights of its rights Transferor against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Transferor shall promptly pay to Purchaser Sub Transferee when received all monies received by them Transferor under or in respect of any Purchased HPI Transferred Asset or any claim or claim, right or any benefit arising thereunder. To , except to the extent that (i) the same represents an Excluded Asset. Upon receipt of any Acquired Leases cannot be assigned or transferred Required Consents to Purchaser Sub as set forth in this Section 1.5 assignment of a HPI Transferred Asset, Transferor shall contribute, transfer, convey, assign and (ii) Purchaser Sub requests that deliver such HPI Transferred Asset to Transferee with no additional consideration therefor other than the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseLLC Interest.

Assignment of Contracts and Rights. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any claim, contract, license, real property lease, personal property lease, commitment, sales order or transfer any Acquired Lease, Permit purchase order or any claim or claim, right or any benefit arising thereunder or resulting therefrom (including, without limitation, the Joint Venture Agreement and the Joint Venture Shares) if an attempted assignment the agreement to assign or transfer thereofattempt to assign, without the consent of any applicable a third party (including any Governmental Entity)party, would constitute a breach thereof or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub thereunder (as assignee of the Company) or the Company (as applicable"Nonassignable Assets"). Subject to Section 6.2, the Company Seller will use its commercially reasonable best efforts in cooperation with Purchaser to obtain the consent consents to assignment of the other Nonassignable Assets from all such third parties prior to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or and, following the applicable Subsequent Closing Date), any will cooperate with Purchaser and take all such other action as Purchaser may reasonably request to obtain consents to assignment. Until such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Seller or Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject or Seller will cooperate with each other in any arrangement designed to Section 6.2(a), cooperate in a mutually agreeable arrangement under which provide for Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, of any such claim, right contract, license, lease, commitment, sales order or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunderpurchase order. To the extent that (i) any Acquired Leases cannot be assigned or transferred reasonably requested by Purchaser, following the execution of this Agreement and prior to Closing, Seller agrees to assist Purchaser in arranging meetings with customers of Division, conducting joint sales calls both at the customer's offices and by telephone, and to take all other action reasonably requested by Purchaser in order to provide a transition of the customer relationships and contracts from Seller to Purchaser Sub as set forth on and after the Closing Date. Such arrangements, to the extent provided in this Section 1.5 1.3 in respect of liabilities or obligations thereunder arising or to be performed after the Closing Date, shall be subject to Purchaser's obligation to undertake and (ii) Purchaser Sub requests that perform Seller's obligations under the Company subleases such Acquired Leases Nonassignable Assets, arising or to Purchaser Sub, Purchaser Sub and be performed after the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseClosing Date.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Leaseclaim, Permit contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyers or the Company (as applicable)Sellers thereunder. Subject to Section 6.2, the Company The parties hereto will use its commercially their reasonable efforts to obtain the consent of the other parties to any such Purchased Asset claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyers as Purchaser Sub Buyers may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Sellers thereunder so that Purchaser Sub Buyers would not in fact receive all such rights, the Company Sellers and Purchaser Sub will, subject to Section 6.2(a), Buyers will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyers would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Assetunder any such claims, claimcontracts, right licenses, leases, commitments, sales orders or benefit in accordance with this Agreementpurchase orders, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyers, or under which the Company Sellers would enforce, enforce for the benefit of Purchaser SubBuyers, and at the expense of Purchaser Subwith Buyers' assuming Sellers' obligations, any and all rights of its rights Sellers against a third party thereto (including any Governmental Entity) associated with arising out of the breach of cancellation by such Purchased Asset, claim, right third party or benefit, and the Company would otherwise. Sellers will promptly pay to Purchaser Sub Buyers when received all monies received by them Sellers under any Purchased Asset such claim, contract, license, lease, commitment, sales order, purchase order or any claim or right or any benefit arising thereunder. To , except to the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasesame represents an Excluded Asset.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub Buyer or Seller thereunder. Prior and subsequent to the Closing, Buyer and Seller (as assignee for a period of the Companynot more than 90 days) or the Company (as applicable). Subject to Section 6.2, the Company will use its their commercially reasonable efforts (but without any payment of money by Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer or as Purchaser Sub Buyer may otherwise request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Buyer and Purchaser Sub will, subject to Section 6.2(a), Seller will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, Buyer would obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming Seller's obligations, any and all rights of its rights Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would thereto. Seller will promptly pay to Purchaser Sub Buyer when received all monies received by them under Seller with respect to any Purchased Asset or any claim or right or any benefit arising thereunder. To Notwithstanding the extent that (i) any Acquired Leases cannot be assigned or transferred foregoing Section 2.3, Seller shall have no liability to Purchaser Sub as set forth in Buyer under this Section 1.5 and (ii) Purchaser Sub requests that 2.3 for a period of more than 90 days following the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseClosing Date.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofassignment, without the consent of any applicable a third party (including any Governmental Entity)party, would constitute a breach of any Business Contract or other contravention thereof, a violation of Law Business IP Contract or would in any way adversely affect the rights of Purchaser Sub (as assignee Buyer, Seller or any of the Company) or the Company (as applicable)their respective Affiliates thereunder. Subject to Section 6.2, the Company Seller will use its commercially reasonable best efforts to obtain the consent of the other parties to any such Business Contract or Business IP Contract or any other Person in connection with the transfer of any other Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e)Buyer. If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Applicable Law or or, in Buyer’s reasonable determination, would adversely affect the rights of Purchaser Sub Buyer (as assignee of the CompanySeller) thereto or thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), Seller will cooperate in a mutually agreeable an arrangement reasonably agreed upon by the parties under which Purchaser Sub Buyer or its designated Affiliate would, in compliance with Applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreementbenefit, including by subcontracting, sublicensing or subleasing to Purchaser SubBuyer, or under which the Company Seller would enforce, for the benefit of Purchaser SubBuyer, and at the expense of Purchaser SubBuyer, any and all of its rights against a third party thereto (including any Governmental EntityAuthority) associated with such Purchased Asset, claim, right or benefitbenefit (collectively, “Third Party Rights”), and the Company Seller would promptly pay to Purchaser Sub Buyer when received all monies received by them it under any Purchased Asset or any claim or right or any benefit arising thereunder. To Upon obtaining the extent that requisite third-party consent thereto, such Business Contract, Business IP Contract or right, if otherwise includable in the Purchased Assets or the transactions contemplated hereby, shall promptly be transferred and assigned to Buyer or its designee hereunder for no additional consideration. The provisions of this Section 2.06 shall in no way (i) limit any Acquired Leases cannot be assigned or transferred obligation of Seller pursuant to Purchaser Sub as set forth in this Section 1.5 and Agreement to seek such consents prior to the Closing, (ii) Purchaser Sub requests that the Company subleases excuse Seller from responsibility for any breach of any of its representations and warranties or covenants hereunder or (iii) impose upon Seller any obligation to incur out-of-pocket expenses in connection with obtaining consents unless Buyer agrees to advance such Acquired Leases expenses to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired LeaseSeller.

Assignment of Contracts and Rights. Notwithstanding any other provision of Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, a violation of Law thereof or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) Buyer, Parent or the Company (as applicable)Seller thereunder. Subject to Section 6.2Parent, the Company Seller and Buyer will use its their commercially reasonable efforts (but without any payment of money by Parent, Seller or Buyer) to obtain the consent of the other parties to any such Purchased Asset (other than customer contracts) or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub Buyer as Purchaser Sub Buyer may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law ineffective or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or Seller thereunder so that Purchaser Sub Buyer would not in fact receive all such rights, the Company Parent, Seller and Purchaser Sub will, subject to Section 6.2(a), Buyer will cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance order for Seller or Parent to provide Buyer with Law, obtain the same benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit thereunder in accordance with this Agreement, including subcontracting, sublicensing sub-licensing, or subleasing to Purchaser SubBuyer, or under which the Company Parent or Seller would enforce, enforce for the benefit of Purchaser SubBuyer, and at the expense of Purchaser Subwith Buyer assuming either Parent's or Seller's obligations, any and all rights of its rights Parent or Seller against a third party thereto (including any Governmental Entity) associated with such Purchased Assetthereto. Parent or Seller, claimas the case may be, right or benefit, and the Company would will promptly pay to Purchaser Sub Buyer when received all monies received by them Parent or Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. To , except to the extent the same represents an Excluded Asset. Notwithstanding anything herein to the contrary, Buyer, Parent and Seller agree that (i) neither Parent nor Seller shall be liable for the return of any Acquired Leases cannot be assigned deposit, prepayment or transferred to Purchaser Sub as refund of any prepaid amounts under any customer contract set forth Schedule 2.01(A) in this Section 1.5 and (iithe event any customer shall seek to terminate such contract set forth Schedule 2.01(A) Purchaser Sub requests that the Company subleases or otherwise request or demand a refund of all or part of any such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leaseprepaid amounts.

Assignment of Contracts and Rights. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit of the Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder or resulting therefrom if (a) an attempted assignment or transfer thereof, without the consent of any applicable a third party (including any Governmental Entity)thereto, would constitute a breach or other contravention thereof, thereof or a violation of Law or would in any way adversely affect the rights of Purchaser Sub Buyer thereunder and (as assignee of b) such consent is not obtained prior to the Company) or the Company (as applicable)Closing. Subject to Section 6.25.2(a), the Company Seller will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub Buyer may request; providedrequest (in each case, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(eat Buyer’s cost). If, on the Closing Date (or the applicable Subsequent Closing Date), any If such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, ineffective or a violation of Law or would adversely affect the rights of Purchaser Sub the Company, Buyer, or its designee (as assignee of the CompanySeller or any Affiliate thereof) thereto or thereunder so that Purchaser Sub such assignee would not in fact receive all such rights, the Company and Purchaser Sub each Party will, subject to Section 6.2(a5.2(a), cooperate enter into any arrangement reasonably requested by the other Party (provided Buyer shall reimburse Seller for all reasonable and documented out-of-pocket expenses incurred by Seller arising from, in a mutually agreeable arrangement connection with or otherwise with respect to actions taken by Seller at Buyer’s request pursuant to this Section 2.3) under which Purchaser Sub (i) Buyer would, in compliance with Law, obtain receive the benefits and assume the obligations and bear the economic burdens associated with the Purchased Assetsuch Transferred Assets and Liabilities, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Subsuch party, or under which the Company and (ii) Seller would enforce, enforce for the benefit of Purchaser Subthe Company, and at the expense of Purchaser SubBuyer, or its designee any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased AssetTransferred Assets and Liabilities, claim, right or benefit, and the Company Seller would promptly pay to Purchaser Sub such party when received all monies received by them Seller under any Purchased Asset or any claim or Transferred Assets and Liabilities, claim, right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Leasebenefit.