Common use of Certain Consents Clause in Contracts

Certain Consents. (a) Notwithstanding any other provision of this Agreement to the contrary, to the extent that any of the Assigned Contracts, or any of the rights or claims described in Section 1.1(a)(x) or Liabilities of the Seller described in Section 1.2(a)(i) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such Assigned Contract or otherwise trigger any termination or renegotiation right of such other party to the Assigned Contract. (b) Prior to the Closing Date, the Seller and the Buyer shall cooperate and use reasonable efforts to obtain such consents and novations in accordance with Section 5.2. If any such consent or novation shall not be obtained prior to the Closing Date, except with respect to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that the Buyer or the Companies would have been responsible therefor if such consent or novation had been obtained; (ii) enter into a written Contract with the Seller to act as a subcontractor of the Seller to perform any and all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its obligations under such Assigned Contract as a subcontractor of the Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to the extent arising out of or relating to the Buyer’s performance as a subcontractor of the Seller under subparagraph (ii) above; and (v) procure that the Companies shall refrain from taking any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any such consents and novations.

Certain Consents. (a) Notwithstanding any other provision of this Agreement to the contrary, to the extent that any of the Assigned Contracts, or any of the rights or claims described Nothing in Section 1.1(a)(x) or Liabilities of the Seller described in Section 1.2(a)(i) are not assignable without the consent, waiver or approval of another party, 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 constitute an assignment obtained, Buyer shall have the option of electing either to (i) consummate the Contemplated Transactions and forego any one or an attempted assignment more of such assignments and not assume the obligations and liabilities under any one or assumption more of such Contracts or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default Governmental Authorizations designated by Buyer upon notice to Seller (in which case the rights and obligations under such Assigned 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 trigger any termination or renegotiation right of such other party to the Assigned Contract. (b) Prior to the Closing Date, the Seller and the as Buyer shall cooperate 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 consents Legal Approvals and novations Consents as soon as reasonably possible after Closing. Nothing in accordance with this Section 5.2. If 1.11 shall in any way diminish Seller's obligations hereunder to obtain all Consents or Legal Approvals and to take all such consent or novation shall not be obtained other actions prior to the or at Closing Date, except with respect as are necessary to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that the Buyer or the Companies would have been responsible therefor if such consent or novation had been obtained; (ii) enter into a written Contract with the enable Seller to act as a subcontractor of the Seller convey or assign valid title to perform any all Contracts and all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable Governmental Authorizations to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its obligations under such Assigned Contract as a subcontractor of the Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to the extent arising out of or relating to the Buyer’s performance as a subcontractor of the Seller under subparagraph (ii) above; and (v) procure that the Companies shall refrain from taking any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any such consents and novations.

Certain Consents. The Company and Mattel shall use reasonable efforts (awhich shall not include the payment of money by Mattel) Notwithstanding any other provision to obtain all consents and approvals required for the assignment, effective as of this Agreement the Closing, to the contraryTLC 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 that any reasonably practicable, provide the Company or the assignee of the Assigned 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 any right thereto that by the terms of such Parent-Level Contract is not assignable without the consent of the other party to such contract or if an assignment or transfer or attempt to make such an assignment or transfer without the consent of a third party or a waiver of a third party's rights would constitute a breach or violation thereof or adversely affect the rights of Mattel, the Company, or any of the rights TLC Subsidiaries thereunder or claims thereto. Any transfer of any Parent- Level Contract described in Section 1.1(a)(x) the preceding sentence shall be made subject to such consent or Liabilities of the Seller described in Section 1.2(a)(i) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such Assigned Contract or otherwise trigger any termination or renegotiation right of such other party to the Assigned Contract. (b) Prior to the Closing Date, the Seller being obtained. If and the Buyer shall cooperate and use reasonable efforts to obtain when such consents and novations approvals are obtained, the transfer of the applicable Parent-Level Contract shall be effected in accordance with Section 5.2the terms of this Agreement. If any such consent For U.S. federal income tax purposes, the parties shall treat the Parent-Level Contracts as owned, from and after the Closing, by the Company or novation shall not be obtained prior to a Subsidiary of the Closing DateCompany, except with respect to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that the Buyer or the Companies would have been responsible therefor if such consent or novation had been obtained; (ii) enter into otherwise required pursuant to a written Contract with the Seller to act as a subcontractor of the Seller to perform any and all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its obligations under such Assigned Contract as a subcontractor of the Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to the extent arising out of or relating to the Buyer’s performance as a subcontractor of the Seller under subparagraph (ii) above; and (v) procure that the Companies shall refrain from taking any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any such consents and novationsDetermination.

Certain Consents. (ai) Notwithstanding any other provision of this Agreement to the contrary, to the extent that any of the RD-180 Assigned Contracts, or any of the rights or claims described in Section 1.1(a)(x13.1(a)(vii) or Liabilities of the Seller described in Section 1.2(a)(i13.2(a)(i) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such RD-180 Assigned Contract or otherwise trigger any termination or renegotiation right of such other party to the such RD-180 Assigned Contract. (bii) Prior to the RDA Closing Date, the Seller and the Buyer shall cooperate and use reasonable efforts to obtain such consents and novations in accordance with Section 5.2. If any such consent or novation shall not be obtained prior to the RDA Closing Date, except with respect to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any RD-180 Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that the Buyer or Buyer, the Companies and PWPG would have been responsible therefor if such consent or novation had been obtained; (ii) enter into a written Contract with the Seller to act as a subcontractor of the Seller to perform any and all obligations of the Seller under each aforementioned RD-180 Assigned Contract for the duration of such RD-180 Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such RD-180 Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its obligations under such RD-180 Assigned Contract as a subcontractor of the Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to the extent arising out of or relating to the Buyer’s performance as a subcontractor of the Seller under subparagraph (ii) above; and (v) procure that the Companies and PWPG shall refrain from taking any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any such consents and novations.

Certain Consents. (ai) Notwithstanding any other provision of The Purchaser acknowledges that certain consents to the transactions contemplated by this Agreement may be required from parties to contracts or other agreements to which the Company or one of its Subsidiaries is a party (including the agreements set forth on Schedule 2.11) and that such consents have not been obtained and may not be obtained. The Purchaser agrees that neither the Company nor any of the Sellers nor any of the Blocker Corps shall have any liability whatsoever to the contraryPurchaser (and the Purchaser shall not be entitled to assert any claims) arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termination of or loss of right under any such contract or other agreement as a result thereof. The Purchaser further agrees that no representation, warranty or covenant of the Company or any of the Sellers or any of the Blocker Corps contained herein shall be breached or deemed breached and no condition of the Purchaser shall be deemed not to be satisfied as a result of the failure to obtain any consent or as a result of any such default, acceleration or termination or loss of right or any action commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any consent or any such default, acceleration or termination or loss of right. At the Purchaser’s written request prior to the Closing, the Company shall cooperate with the Purchaser in any reasonable manner in connection with the Purchaser’s obtaining any such consents; provided, that such cooperation shall not include any requirement of the Company, any of its Subsidiaries or any of the Sellers or Blocker Corps to expend money, commence any litigation or arbitration proceeding or offer or grant any accommodation (financial or otherwise) to any third party. This Section 12.09(a) shall not limit the Company’s obligations with respect to the Release Letters. (j) AQ Seller shall either (i) on or prior to Closing, transfer its rights under the agreements listed on Schedule 12.09(b) to the Company or (ii) to the extent any of such agreements relate to both the SRO Business and the remaining businesses of AQ Holdings and its Subsidiaries (other than the Company and its Subsidiaries), cooperate with the Purchaser in any commercially reasonable manner in connection with the Purchaser’s efforts to arrange discussions and participate in negotiations with the counterparties to such agreements to enter into separate agreements with the Company or its Subsidiaries; provided that such cooperation shall not include any requirement of AQ Seller to expend money, commence any litigation or arbitration proceeding or offer or grant any accommodation (financial or otherwise) to any third party; provided further that any such discussions or negotiations will be initiated by contact from the Company, and not the Purchaser, to such counterparty. To the extent that any such agreement cannot be so transferred without obtaining the consent of any party thereto (other than the AQ Seller or its Affiliates) and either such consent is not obtained or the counterparty to such agreement does not agree to enter into a substantially similar agreement with the Company or its Subsidiaries, AQ Seller will cooperate in a commercially reasonable manner with the Purchaser in any lawful and economically feasible arrangement to provide that the Company shall receive the interest of AQ Seller in all benefits under any such agreement (to the extent such benefits relate to the SRO Business), including without limitation performance by AQ Seller as agent if economically feasible; provided, however, that the Purchaser shall undertake to pay or satisfy all corresponding Liabilities under such agreement (to the extent such Liabilities relate to the SRO Business), in each case, to the extent that any of the Assigned Contracts, Company or any of the rights or claims described in Section 1.1(a)(x) or Liabilities of the Seller described in Section 1.2(a)(i) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such Assigned Contract or otherwise trigger any termination or renegotiation right of such other party to the Assigned Contract. (b) Prior to the Closing Date, the Seller and the Buyer shall cooperate and use reasonable efforts to obtain such consents and novations in accordance with Section 5.2. If any such consent or novation shall not be obtained prior to the Closing Date, except with respect to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that the Buyer or the Companies its Subsidiaries would have been responsible therefor if such consent or novation transfer had been obtained; consummated as of the Closing Date. The obligations of AQ Seller under this Section 12.09(b) shall terminate and cease to have effect on the date that is the earlier of ninety (ii90) enter into a written Contract days following the Closing Date and the expiration or termination of such agreement in accordance with its terms. Each of AQ Seller and the Seller to act Purchaser shall indemnify the other party for Losses such party or its Affiliates suffer as a subcontractor result of the Seller to perform any and all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its obligations under such Assigned Contract as a subcontractor of the Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to the extent arising out of or relating to the Buyer’s performance as a subcontractor of the Seller under subparagraph (ii) above; and (v) procure that the Companies shall refrain from taking any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt breach of any such consents and novationsagreement by such party.

Certain Consents. (a) Notwithstanding any other provision of Nothing in this Agreement shall be construed as an agreement to assign any contract, agreement, permit, franchise, right or claim included in the Purchased Assets 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 Sellers would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). Buyer shall reasonably cooperate with Sellers in their effort to obtain any such consent, including without limitation providing its financial statements to the contraryother party to the applicable contract or 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 be able to obtain such bonds until after the Closing. To the extent that any of the Assigned Contractssuch consent or approval in respect of, or any of the rights or claims described in Section 1.1(a)(x) or Liabilities of the Seller described in Section 1.2(a)(i) are not assignable without the consentan novation of, waiver or approval of another party, this Agreement a Non-Assignable Contract shall not constitute an assignment have been obtained on or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such Assigned Contract or otherwise trigger any termination or renegotiation right of such other party to the Assigned Contract. (b) Prior to before the Closing Date, the Seller and the Buyer parties shall cooperate and use their commercially reasonable efforts to obtain such consents and novations in accordance with Section 5.2. If any such consent or novation shall not be obtained prior to the Closing Date, except with respect to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith any reasonable arrangement, to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed extent permitted by law, to provide or transfer to assure the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit Non-Assignable Contract and to the extent that the allow Buyer or the Companies would have been responsible therefor if such consent or novation had been obtained; (ii) enter into a written Contract with the Seller to act as a subcontractor of the Seller to perform any and all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its Sellers' obligations under such Assigned Non-Assignable Contract as a subcontractor of the Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to the extent arising out after the Effective Time. To the extent lawful and reasonable under the circumstances, including the obtaining of any such necessary consent or relating approval after the Closing (provided that Sellers and their Affiliates shall not be required to pay any money or other consideration in excess of nominal amounts to effect such consent or approval), Sellers, at the request and under the direction of Buyer, shall take all reasonable actions to assure that the rights of the Sellers under the Non-Assignable Contracts shall be preserved for the benefit of and delivered to the Buyer’s performance as a subcontractor of the Seller under subparagraph (ii) above; . Nothing in this Section shall in any way diminish Parent's and (v) procure that the Companies shall refrain from taking any action that would reasonably be expected Sellers' obligations hereunder to have the effect of delaying, impairing or impeding the receipt of any such obtain all consents and novationsapprovals (except for the Purchase Order Consents) and to take all such other actions prior to or at Closing as are necessary to enable Sellers to convey or assign valid title to all the Purchased Assets to Buyer.

Certain Consents. (a) Notwithstanding any other provision of this Agreement Prior to the contraryClosing, with respect to any Key Customer Contract and Key Vendor Contract (collectively, the “Key Contracts”), each party agrees to cooperate and use commercially reasonable efforts to obtain Consents of each counterparty to each such 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 Purchaser, to each counterparty to the applicable Key Contract that requires such Contract Consent prior to the Closing, and (ii) with respect to any Contracts or 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 that any 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 of the Assigned ContractsClosing, (1) Purchaser or any its designated Affiliate is the beneficiary of the post-Closing rights, and is responsible for the post-Closing obligations and liabilities, related to 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 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 claims described in Section 1.1(a)(x) or Liabilities of liabilities with respect to the Seller described in Section 1.2(a)(i) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such Assigned Contract or otherwise trigger any termination or renegotiation right Non-Business Portion of such other party to the Assigned Specified Shared Contract). (b) Prior to If the Closing Dateoccurs before all Shared Contracts are assigned or otherwise divided, the modified or replicated pursuant to Section 6.4(a), Seller and the Buyer Purchaser shall cooperate and use commercially reasonable efforts to obtain and cooperate with each other in any mutually agreeable and lawful arrangement under which Seller or one of its Controlled Affiliates will provide Purchaser or its designated Affiliate the economic claims, rights and benefits of the Business Portion of such consents and novations in accordance with Section 5.2. If any such consent or novation shall not be obtained prior to Specified Shared Contract until the earliest of (i) the expiration of the then-current term, (ii) twelve (12) months following the Closing DateDate and (iii) the termination of or amendment to such Specified Shared Contract upon mutual agreement by the parties; provided that any early termination fees or similar fees incurred by Seller or any of its Controlled Affiliates in connection with the termination or amendment of such Specified Shared Contract pursuant to this clause (iii) shall be borne by Purchaser. Such arrangement may include subcontracting, except with respect sublicensing or subleasing to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide Purchaser or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer its designated Affiliate of any and all rights of Seller or its applicable Controlled Affiliate under the Business Portion of such Specified Shared Contract to the extent not prohibited under such Specified Shared Contract. (c) Notwithstanding anything to the contrary contained in this Agreement, neither Seller against the other party thereto arising out nor any of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer its Affiliates shall (i) pay be required to expend any money, commence or satisfy the corresponding participate in any Proceeding, incur liabilities for the enjoyment of such benefit or offer or grant any accommodation (financial or otherwise) to the extent that the Buyer any third party to obtain any Consent described in this Section 6.4 or the Companies would have been responsible therefor if such consent or novation had been obtained; (ii) enter into a written have any obligation pursuant to this Section 6.4 with respect to any Key Customer Contract with or Key Vendor Contract that is governed by the Transition Services Agreement. (d) From and after the Closing, (i) Purchaser shall indemnify and hold harmless the Seller to act as a subcontractor of the Seller to perform any Group from and against all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its obligations under such Assigned Contract as a subcontractor of the Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to the extent arising out of from or relating to the Buyer’s performance as Business Portion of any Shared Contract, (ii) Seller shall indemnify and hold harmless the applicable Purchaser and the Acquired Companies from and against all Losses arising from or relating to the Non-Business Portion of any Shared Contract, (iii) Purchaser and the Acquired Companies shall not extend the term or otherwise amend the terms of any Shared Contract in a subcontractor manner that would adversely affect any member of the Seller under subparagraph (ii) above; Group without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed and (viv) procure that Seller and the Companies other members of the Seller Group shall refrain from taking not extend the term or otherwise amend the terms of any action Shared Contract in a manner that would reasonably adversely affect Purchaser or the Acquired Companies in any material respect without Purchaser’s prior written consent, which consent shall not be expected to have the effect of delayingunreasonably withheld, impairing conditioned or impeding the receipt of any such consents and novationsdelayed.

Certain Consents. Upon Buyer's written request, the Company will, or will cause its Subsidiaries to, use commercially reasonable efforts to deliver any required notice and seek all necessary consents and approvals from third parties as are required to be obtained from or made to parties to contracts or other agreements to which the Company or its Subsidiaries are a party. Buyer and Merger Sub knowingly, willingly, irrevocably, and expressly acknowledge and agree that certain notices, consents or approvals with respect to the Transactions may be required from Governmental Bodies or parties to contracts or other agreements to which the Company or one of its Subsidiaries is a party (aincluding the agreements set forth on Schedule 3.11) Notwithstanding any other provision and that such notices, consents and approvals have not been delivered or obtained, as applicable, as of the date of this Agreement and may not be delivered or obtained. Buyer and Merger Sub knowingly, willingly, irrevocably, and expressly acknowledge and agree that, notwithstanding anything else in this Agreement, subject to the contraryaccuracy of and the Company's compliance with each of, as applicable, Section 3.02(c), Section 9.03, this Section 9.04, Section 9.05(a), and its other covenants and agreements to cooperate with Buyer and seek any other reasonable and appropriate consents or other approvals provided herein, neither the extent that Company nor any of the Assigned ContractsSeller Parties will have any liability whatsoever to Buyer or Merger Sub, or any of the rights or claims described in Section 1.1(a)(x) or Liabilities of the Seller described in Section 1.2(a)(i) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such Assigned Contract or otherwise trigger any termination or renegotiation right of such other party to the Assigned Contract. (b) Prior to the Closing Date, the Seller and the Buyer shall cooperate and use reasonable efforts to obtain such consents and novations in accordance with Section 5.2. If any such consent or novation shall Merger Sub will not be obtained prior entitled to the Closing Dateassert any claims against any Seller Party, except with respect to Government Contracts that are addressed in Section 6.4each case, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that the Buyer or the Companies would have been responsible therefor if such consent or novation had been obtained; (ii) enter into a written Contract with the Seller to act as a subcontractor of the Seller to perform any and all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its obligations under such Assigned Contract as a subcontractor of the Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to the extent arising out of or relating to the Buyer’s performance failure to deliver or obtain any notices, consents or approvals that may have been or may be required in connection with the Transactions (other than pursuant to the HSR Act and the Necessary Stockholder Approval) or because of the default, acceleration or termination of or loss of any right under any such contract or other agreement solely and directly as a subcontractor result of the Seller under subparagraph (ii) above; Closing and (v) procure that the Companies shall refrain from taking any action that would reasonably be expected failure to have the effect of delaying, impairing deliver or impeding the receipt of obtain any such consents notice, consent or approval, unless (and novationsonly to the extent that) the Company shall have breached its applicable obligations hereunder. Notwithstanding the foregoing, nothing in this Section 9.04 is intended to abrogate, limit or in any way impair Buyer's or Merger Sub's rights under Article VII.