Certain Provisions Regarding Assignments; Failure to Obtain Third Party Consents. (i) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or assume any Contract or Permit or any claim or right or any benefit or obligation thereunder or resulting therefrom if (A) an assignment or assumption thereof, without the Consent of a Governmental Authority or a third party thereto, would constitute a breach or violation thereof or result in the loss, termination or cancellation thereof or require a payment thereunder by reason of the assignment or assumption thereof and (B) such Consent is not obtained at or prior to the Closing.
(ii) Without limitation of the rights or obligations of Seller or Purchaser under Article VIII, if any Purchased Contract or Purchased Permit or any claim, right, benefit or obligation thereunder or resulting therefrom is subject to Section 1.2(b)(i) because a Consent that is required in connection with the assignment or assumption thereof has not been obtained at or prior to the Closing or does not remain in full force and effect at or after the Closing, then until such time as such Consent is obtained, (A) Seller shall continue to use its commercially reasonable efforts (at its own expense) to obtain such Consent (including preparation and execution after Closing of any documents reasonably required to obtain any Consent) and (B) Seller and Purchaser shall cooperate in any commercially reasonable and lawful agreement designed to provide to Purchaser the benefits of such Purchased Contract or Purchased Permit and any claims, rights or other benefits thereunder or resulting therefrom. To the extent that Purchaser is provided the benefits pursuant to this Section 1.2(b) of any such Purchased Contract or Purchased Permit or any claim, right or other benefit thereunder or resulting therefrom, Purchaser shall perform the obligations of Seller thereunder or in connection therewith with respect to periods following the Closing, but only to the extent that such obligation would have been an Assumed Liability but for the fact that such Consent has not been obtained prior to the Closing.
