Common use of Certain Consents Clause in Contracts

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any Contract or Governmental Authorization included in the Purchased Assets and as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consent. If any such Legal Approvals or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego any one or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for the benefit of Buyer, (ii) to facilitate receipt of the consideration to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held for the exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any way diminish Seller's obligations hereunder to obtain all Consents or Legal Approvals and to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to Buyer.

Certain Consents. Nothing in To the extent that Seller's rights under any agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall be construed as not constitute an attempt agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable best efforts to obtain any Contract or Governmental Authorization included in the Purchased Assets and such required consent(s) as to which all the remedies for the enforcement thereof enjoyed by Seller would not, promptly as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consentpossible. If any such Legal Approvals consent shall not be obtained or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego if any one attempted assignment would be ineffective or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the would impair Purchaser's rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, Acquired Asset in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall question so that Purchaser would not in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for effect acquire the benefit of Buyerall such rights, (ii) Seller, to facilitate receipt of the consideration maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held obtain for the exclusive benefit ofPurchaser the benefits thereunder, and Seller shall be delivered tocooperate, Buyerto the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, and (iii) including any sublease or subcontract or similar arrangement. Purchaser shall continue to use its commercially reasonable efforts have the right to obtain such Legal Approvals and Consents terminate this Agreement as soon as reasonably possible after Closing. Nothing provided in this Section 1.11 shall 13.1(b) hereof if any condition in any way diminish Seller's obligations hereunder to obtain all Consents Article 8 becomes impossible of performance, or Legal Approvals and to take all such other actions has not been satisfied in full or previously waived by Purchaser in writing at or prior to or at the Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to BuyerDate.

Certain Consents. Nothing in To the extent that Seller's rights under any ---------------- agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall be construed as not constitute an attempt agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable good faith efforts to obtain any Contract or Governmental Authorization included in the Purchased Assets and such required consent(s) as to which all the remedies for the enforcement thereof enjoyed by Seller would not, promptly as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consentpossible. If any such Legal Approvals consent shall not be obtained or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego if any one attempted assignment would be ineffective or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the would impair Purchaser's rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, Acquired Asset in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall question so that Purchaser would not in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for effect acquire the benefit of Buyerall such rights, (ii) Seller, to facilitate receipt of the consideration maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held obtain for the exclusive benefit ofPurchaser the benefits thereunder, and Seller shall be delivered tocooperate, Buyer, to the maximum extent permitted by law and (iii) continue to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall the specific Acquired Assets with Purchaser in any way diminish Sellerother reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Seller hereunder shall not be in limitation of Purchaser's obligations hereunder right to obtain all Consents terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or Legal Approvals and to take all such other actions prior to or at the Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to BuyerDate.

Certain Consents. Nothing in this Agreement shall be construed as an attempt agreement to assign any Contract contract, agreement, permit, franchise, right or Governmental Authorization claim included in the Purchased Assets and which is by its terms or in law nonassignable, or is not assignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Seller Sellers would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or ConsentAgreement (a "Non-Assignable Contract"). If Buyer shall reasonably cooperate with Sellers in their effort to obtain any such Legal Approvals consent, including without limitation providing its financial statements to the other party to the applicable contract or Consents are agreement subject to a confidentiality agreement and using its commercially reasonable efforts to obtain surety bonds with respect to the applicable contract or agreement; provided, that the parties acknowledge that Buyer may not obtainedbe able to obtain such bonds until after the Closing. To the extent that any such consent or approval in respect of, or an novation of, a Non-Assignable Contract shall not have been obtained on or before the Closing Date, the parties shall use their commercially reasonable efforts and shall cooperate in any reasonable arrangement, to the extent permitted by law, to assure the Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego any one or more benefits of such assignments Non-Assignable Contract and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by to allow Buyer upon notice to Seller (in which case the rights and perform Sellers' obligations under such specified Contracts Non-Assignable Contract to the extent arising after the Effective Time. To the extent lawful and Governmental Authorizations reasonable under the circumstances, including the obtaining of any such necessary consent or approval after the Closing (provided that Sellers and their Affiliates shall not be Retained Assets and Seller Liabilities, respectivelyrequired to pay any money or other consideration in excess of nominal amounts to effect such consent or approval), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shallSellers, at the request and under the direction of Buyer, in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall in the opinion of Buyer or its counsel be necessary or proper (i) actions to assure that the rights of Seller the Sellers under such the Non-Assignable Contracts and Governmental Authorizations shall be preserved for the benefit of and delivered to the Buyer, (ii) to facilitate receipt of the consideration to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held for the exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any way diminish SellerParent's and Sellers' obligations hereunder to obtain all Consents or Legal Approvals consents and approvals (except for the Purchase Order Consents) and to take all such other actions prior to or at Closing as are necessary to enable Seller Sellers to convey or assign valid title to all Contracts and Governmental Authorizations the Purchased Assets to Buyer.

Certain Consents. The Company and Mattel shall use reasonable efforts (which shall not include the payment of money by Mattel) to obtain all consents and approvals required for the assignment, effective as of the Closing, to the TLC Subsidiaries of the Contracts relating to the TLC Business to which Mattel is a party that are set forth in Section 5.7 of the TLC Disclosure Schedule ("Parent-Level Contracts"). From and after the Closing, for so long as such consent or approval cannot be obtained, Mattel shall, to the extent reasonably practicable, provide the Company or the assignee of the Company in a Liquidity Event (or, as applicable, the TLC Subsidiaries) the economic benefit (taking into account costs and benefits with respect to Taxes) of the Parent-Level Contracts to the same extent as if Mattel had not been precluded from assigning such agreements to the TLC Subsidiaries, and the Company shall or shall cause a TLC Subsidiary (or shall cause such assignee) to perform all obligations and assume all liabilities and obligations under such Parent-Level Contracts. If the Taxes and other costs imposed upon Mattel in respect of the performance of such Parent-Level Contracts exceed the monies received by Mattel in respect thereof, the Company shall (or shall cause such assignee to) promptly reimburse Mattel for such excess. Nothing in this Agreement shall be construed as an attempt to assign any Parent- Level Contract or Governmental Authorization included in any right thereto that by the Purchased Assets and as to which all terms of such Parent-Level Contract is not assignable without the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident consent of the assignments provided for by this Agreement, other party to such contract or if an assignment or transfer or attempt to make such an assignment or transfer without an applicable Legal Approval the consent of a third party or Consent. If any such Legal Approvals a waiver of a third party's rights would constitute a breach or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego any one violation thereof or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that adversely affect the rights of Seller under such Contracts and Governmental Authorizations Mattel, the Company, or any of the TLC Subsidiaries thereunder or thereto. Any transfer of any Parent- Level Contract described in the preceding sentence shall be preserved for made subject to such consent or waiver being obtained. If and when such consents and approvals are obtained, the benefit of Buyer, (ii) to facilitate receipt transfer of the consideration to be received by Seller in and under every such applicable Parent-Level Contract and Governmental Authorization, which consideration shall be held for effected in accordance with the exclusive benefit ofterms of this Agreement. For U.S. federal income tax purposes, the parties shall treat the Parent-Level Contracts as owned, from and shall be delivered toafter the Closing, Buyerby the Company or a Subsidiary of the Company, and (iii) continue except to use its commercially reasonable efforts the extent otherwise required pursuant to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any way diminish Seller's obligations hereunder to obtain all Consents or Legal Approvals and to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to Buyera Determination.

Certain Consents. Nothing in To the extent that Sellers' rights under any agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall be construed as not constitute an attempt agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and each Seller, at its expense, shall use its reasonable good faith efforts to obtain any Contract or Governmental Authorization included in the Purchased Assets and such required consent(s) as to which all the remedies for the enforcement thereof enjoyed by Seller would not, promptly as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consentpossible. If any such Legal Approvals necessary consent shall not be obtained or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego if any one attempted assignment would be ineffective or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the would impair Purchaser's rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, Acquired Asset in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall question so that Purchaser would not in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for effect acquire the benefit of Buyerall such rights, (iiSellers, to the maximum extent permitted by law and the specific Acquired Asset and at Sellers' expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Sellers shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Sellers hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in SECTION 13.1(b) hereof if Sellers shall not have obtained the consents identified on SCHEDULE 4.5 in accordance with the terms hereof, at or prior to facilitate receipt of the consideration to be received by Seller in Closing Date. Notwithstanding the forgoing, Purchaser, and under every such Contract and Governmental Authorizationnot Sellers, which consideration shall be held responsible for the exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue any amounts that may become due or other obligations that may arise as a result of Sellers' actions pursuant to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any way diminish Seller's obligations hereunder to obtain all Consents or Legal Approvals and to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to BuyerSECTION 4.5.

Certain Consents. Nothing If a consent of a Third Party which is required in this Agreement shall be construed as an attempt order to assign any Contract Acquired Asset (or Governmental Authorization included Claim, right or benefit arising thereunder or resulting therefrom) is not obtained prior to the Closing Date, or if an attempted assignment would be ineffective or would adversely affect the ability of any Seller to convey its interest in question to Purchaser, Sellers will cooperate with Purchaser and use commercially reasonable efforts in any lawful arrangement to provide that Purchaser shall receive the interests of any Seller in the Purchased Assets and as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter benefits of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consentsuch Acquired Asset. If any consent or waiver is not obtained before the Closing Date and the Closing is nevertheless consummated, each Seller agrees to continue to use commercially reasonable efforts to obtain all such Legal Approvals or Consents are consents as have not obtainedbeen obtained prior to such date. NAME CHANGES. Promptly after the Closing, Buyer each Seller shall have the option of electing either take all necessary action to (i) consummate the Contemplated Transactions and forego any one or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice change its name to Seller (in which case the rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject a name bearing no resemblance to the notice identified in option (i) immediately precedingnames set forth on the signature pages to this Agreement. ACCOUNTS RECEIVABLE/COLLECTIONS. After the Closing, Seller shall, at the request and under the direction of BuyerSellers shall permit Purchaser to collect, in the name of Seller or otherwise as Buyer shall specifySellers, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for the benefit of Buyer, (ii) to facilitate receipt accounts receivable constituting part of the consideration to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held for the exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any way diminish Seller's obligations hereunder to obtain all Consents or Legal Approvals Acquired Assets and to take all such endorse with the name of any Seller for deposit in Purchaser's account any checks or drafts received in payment thereof. Sellers shall promptly deliver to Purchaser any cash, checks or other actions prior to property that they may receive after the Closing in respect of any accounts receivable or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to Buyerother asset constituting part of the Acquired Assets.

Certain Consents. Nothing in To the extent that Sellers' rights under any agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall be construed as not constitute an attempt agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and each Seller, at its expense, shall use its reasonable good faith efforts to obtain any Contract or Governmental Authorization included in the Purchased Assets and such required consent(s) as to which all the remedies for the enforcement thereof enjoyed by Seller would not, promptly as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consentpossible. If any such Legal Approvals necessary consent shall not be obtained or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego if any one attempted assignment would be ineffective or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the would impair Purchaser's rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, Acquired Asset in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall question so that Purchaser would not in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for effect acquire the benefit of Buyerall such rights, (iiSellers, to the maximum extent permitted by law and the specific Acquired Asset and at Sellers' expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Sellers shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Sellers hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in SECTION 13.1(B) hereof if Sellers shall not have obtained the consents identified on SCHEDULE 4.5 in accordance with the terms hereof, at or prior to facilitate receipt of the consideration to be received by Seller in Closing Date. Notwithstanding the forgoing, Purchaser, and under every such Contract and Governmental Authorizationnot Sellers, which consideration shall be held responsible for the exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue any amounts that may become due or other obligations that may arise as a result of Sellers' actions pursuant to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any way diminish Seller's obligations hereunder to obtain all Consents or Legal Approvals and to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to BuyerSECTION 4.5.

Certain Consents. Nothing (a) If and to the extent that the Conveyance of any Acquired Asset or Assumed Liability, to an Acquired Entity, the sale of the Acquired Entity Interests to Acquiror or its designated Affiliate, or both, or the retention by Seller Group of any Excluded Asset or Excluded Liability, or any sublease transaction contemplated by the Post-Closing Leases, would be a violation of applicable Laws or require any Permit or Consent in this Agreement shall connection with the transactions contemplated hereby that has not been obtained as of the Closing, or would otherwise materially and adversely affect the rights of Acquiror or its designated Affiliate thereunder, then, notwithstanding any other provision hereof, such Conveyance, sale or sublease transaction will automatically be construed deferred and will not occur until all legal impediments are removed or such Permits and/or Consents have been obtained. Notwithstanding the foregoing, any such Asset or Liability will still be considered an Acquired Asset, Assumed Liability, Excluded Asset or Excluded Liability, as an attempt applicable, and the Person retaining such Asset or Liability will thereafter hold such Asset or Liability in trust for the benefit, insofar as reasonably possible, of the Person entitled thereto (and at such beneficiary’s sole expense) until the consummation of the Conveyance, sale, retention or sublease transaction thereof. The Parties will use, and will cause their respective Subsidiaries to assign use, their respective Commercially Reasonable Efforts to continue to seek to remove any legal impediments, obtain any Permits or secure any contractual Consents required from third parties necessary to Convey such Asset or Liability or to effect such sale, retention or sublease transaction, including using Commercially Reasonable Efforts to take the actions set forth on Section 1.07(a) of the Seller Disclosure Letter; provided that Seller’s and Acquiror’s obligations with respect to the foregoing will terminate on the 12-month anniversary of the Closing Date. Following the Closing, until the applicable legal or contractual impediments are removed or the applicable Permits and/or Consents are obtained, the Parties will develop and implement arrangements to place the Person entitled to receive such Asset or Liability, insofar as reasonably possible and to the extent not prohibited by applicable Law or the relevant Contract, in the same position as if such Asset or Liability had been Conveyed or such sale, retention or sublease transaction were effected as contemplated hereby such that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for gain, any Tax Liabilities in respect thereof and dominion, control and command over such Asset or Liability, are to inure from and after the Closing to such Person, including, with respect to any Transferred Customer Contract or Governmental Authorization included in Transferred Supplier Contract, to the Purchased Assets and as extent not prohibited by applicable Law or the relevant Contract, allowing Acquiror or a member of the Acquiror Group to which all the remedies for the enforcement thereof enjoyed by Seller would not, serve as a matter subcontractor, sub-licensor or sub-lessor (as applicable) of law, pass to Buyer as an incident Seller and the other members of the assignments provided for by this Agreement, without an applicable Legal Approval or Consent. If any such Legal Approvals or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego any one or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the rights and obligations Group under such specified Contracts Transferred Contract from and Governmental Authorizations shall be Retained Assets and after the Closing, under substantially the same terms as Seller Liabilitiesor the applicable member of the Seller Group enjoys under such Transferred Contract, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consentsuntil, subject to Seller's commitment Section 1.07(b), the earliest of (A) the assignment of the Transferred Contract upon the receipt of the Consent or Permit required for such assignment, (B) the execution of a new Contract between a member of the Acquiror Group and the relevant customer in this Section 1.11respect of the services provided by the Business under such Transferred Contract, (C) the full performance of the obligations of the Business under such Transferred Contract, and (D) the termination of such Transferred Contract. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to In furtherance of the notice identified in option (i) immediately precedingforegoing, Seller shall, without further consideration therefor, pay and remit to Acquiror or its designated Affiliate all monies, rights and other consideration received in respect of such Asset or Liability as promptly as reasonably practicable after receipt thereof, and Acquiror or its designated Affiliate shall reimburse Seller or its designated Affiliate for all reasonable and documented out-of-pocket costs and expenses incurred by the Seller Group in connection with the performance of any Transferred Contract prior to its assignment to the Acquiror Group (including Taxes incurred as a result of the receipt of such consideration (net of any Tax benefit realized as the result of the payment of such consideration), but excluding any allocated overhead) and, insofar as reasonably possible and to the extent not prohibited by applicable Law or the relevant Contract, Acquiror or its designated Affiliate will pay, perform and discharge fully, promptly when due, all of the obligations of Seller and its Affiliates in respect of such performance as would have been assumed by Acquiror or its designated Affiliate hereunder if such Assets and Liabilities had been transferred at the request and under Closing. In furtherance of the direction of Buyerforegoing, in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall in the opinion of Buyer or its counsel be necessary or proper (i) Seller shall provide the services described in Section Seller B2C TSA for Project Hickory (Billing ops) of Exhibit A to assure that the rights of Seller under such Contracts Transition Services Agreement and Governmental Authorizations shall be preserved for the benefit of Buyer, (ii) with respect to facilitate receipt of a Post-Closing Lease, at Seller’s request, Acquiror and Seller shall reasonably negotiate to allow Seller or the consideration applicable member group to be received by Seller in and license such space under every such Contract and Governmental Authorization, which consideration shall be held for the exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue Colocation Agreement Amendment if a Consent relating to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any way diminish Seller's obligations hereunder to obtain all Consents or Legal Approvals and to take all such other actions prior to or at a Post-Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to BuyerLease is not obtained.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any Contract or Governmental Authorization included in the Purchased Assets and as to which all the remedies for the enforcement thereof enjoyed by Seller Sellers would not, as a matter of law, pass to Buyer Purchaser as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consent. If any such Legal Approvals or Consents are not obtainedobtained prior to Closing, Buyer Purchaser shall have the option of electing either to (i) consummate the Contemplated Transactions and forego any one or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the rights and obligations under such specified Contracts and or Governmental Authorizations shall be Retained Assets and Seller Retained Liabilities, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller Sellers shall, at the request and under the direction of BuyerPurchaser, in the name of Seller Sellers or otherwise as Buyer Purchaser shall specify, take all commercially reasonable action (including the appointment of Buyer Purchaser as attorney-in-fact for SellerSellers) and do or cause to be done all such commercially reasonable things as shall in the reasonable opinion of Buyer Purchaser or its counsel be necessary or proper (i) to assure that the rights of Seller Sellers under such Contracts and or Governmental Authorizations shall be preserved for the benefit of BuyerPurchaser, and (ii) to facilitate receipt of the consideration to be received by Seller Sellers in and under every such Contract and or Governmental Authorization, which consideration shall be held for the exclusive benefit of, and shall be delivered to, BuyerPurchaser, and (iii) Sellers shall continue to use its their commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 1.6 shall in any way diminish Seller's Sellers’ obligations hereunder to obtain all Consents or Legal Approvals and to take all such other actions prior to or at Closing as are necessary to enable Seller Sellers to convey or assign valid title to all Contracts and Governmental Authorizations to BuyerPurchaser.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any Contract or Governmental Authorization included in the Purchased Assets and as to which all the remedies Except for the enforcement thereof enjoyed by Seller would not, as a matter consent of law, pass CUE to Buyer as an incident the assignment to Purchaser of the assignments provided for by this CUE Regional Affiliate Agreement, without an applicable Legal Approval or Consent. If any such Legal Approvals or Consents are not obtained, Buyer shall have the option receipt of electing either which is a condition precedent to (i) consummate the Contemplated Transactions and forego any one or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller LiabilitiesPurchaser hereunder, respectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure extent that the rights of Seller under any agreement, Contract, commitment, Permit, or other Acquired Asset to be assigned to Purchaser by Seller hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is materially important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its best efforts to obtain any such Contracts and Governmental Authorizations required consent(s) as promptly as possible. If any such consent shall not be preserved for obtained or if any attempted assignment would be ineffective or would materially impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of Buyerall such rights, (ii) Seller, to facilitate receipt of the consideration maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall, at its expense, act after the Closing as Purchaser's agent in order to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held obtain for Purchaser the exclusive benefit ofbenefits thereunder, and Seller shall be delivered tocooperate, Buyerto the maximum extent permitted by law and the specific Acquired Assets, and (iii) continue with Purchaser in any other reasonable arrangement designed to use provide such benefits to Purchaser, including any sublease, subcontract or similar arrangement. Notwithstanding anything to the contrary stated herein, in using its commercially reasonable best efforts to obtain any such Legal Approvals and Consents consent or in acting as soon as reasonably possible Purchaser's agent after the Closing. Nothing in this Section 1.11 , Seller shall in any way diminish Seller's obligations hereunder not be required to obtain all Consents or Legal Approvals and pay other than nominal amounts to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to Buyerthird parties.

Certain Consents. Nothing in this Agreement shall be construed as an attempt (a) Prior to assign the Closing, with respect to any Key Customer Contract or Governmental Authorization included in and Key Vendor Contract (collectively, the Purchased Assets and as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consent. If any such Legal Approvals or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego any one or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, respectively“Key Contracts”), or (ii) consummate the Contemplated Transactions without such Legal Approvals each party agrees to cooperate and Consents, subject to Seller's commitment in this Section 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, in the name of Seller or otherwise as Buyer shall specify, take all commercially reasonable action (including the appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for the benefit of Buyer, (ii) to facilitate receipt of the consideration to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held for the exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue to use its commercially reasonable efforts to obtain Consents of each counterparty to each such Legal Approvals Key Contract that are required in connection with the Transactions (collectively, the “Contract Consents”). In furtherance of the foregoing, (i) for each Contract Consent, Seller or one of its Controlled Affiliates shall send a notice, in a form to be mutually agreed upon by Seller and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any way diminish Seller's obligations hereunder Purchaser, to obtain all Consents or Legal Approvals and each counterparty to take all the applicable Key Contract that requires such other actions Contract Consent prior to the Closing, and (ii) with respect to any Contracts or at understandings listed on Schedule 6.4(a) of the Seller Disclosure Schedule (each a “Specified Shared Contract”), Seller and Purchaser shall cooperate with each other and use their commercially reasonable efforts prior to the Closing (A) to divide, modify or replicate (in whole or in part) the respective rights, obligations and liabilities relating to the Business under and in respect of such Specified Shared Contract, or (B) to the extent the action contemplated in the foregoing clause (A) is not possible, novate the respective rights, obligations and liabilities relating to the Business under and in respect of such Specified Shared Contract, such that, effective as are necessary of the Closing, (1) Purchaser or its designated Affiliate is the beneficiary of the post-Closing rights, and is responsible for the post-Closing obligations and liabilities, related to enable that portion of such Specified Shared Contract related solely to the operation or conduct of the Business (the “Business Portion”) (so that, subsequent to the Closing, the Seller Group shall have no post-Closing rights or post-Closing obligations and liabilities with respect to convey the Business Portion of such Specified Shared Contract) and (2) the Seller Group is the beneficiary of the rights and is responsible for the obligations and liabilities related to such Specified Shared Contract other than the Business Portion (the “Non-Business Portion”) (so that, subsequent to the Closing, Purchaser and its Affiliates shall have no rights, obligations or assign valid title liabilities with respect to all Contracts and Governmental Authorizations to Buyer.the Non-Business Portion of such Specified Shared Contract). 57