Common use of Consent of Third Parties Clause in Contracts

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive an effective assignment of all of the Assets.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer the Company or Seller Transferor thereunder; and any transfer or assignment to Buyer the Company by Seller Transferor of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller Transferor shall (i) continue to use all its reasonable commercial efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and Transferor will cooperate with Buyer the Company in any lawful and economically feasible arrangement to provide that Buyer the Company shall receive the interest of Transferor in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, Transferor as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that Buyer the Company shall be solely responsible for and undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer the Company would have been responsible therefor hereunder if such consent or approval had been obtainedobtained and shall be solely responsible for any breach of warranty with respect to products of the Business manufactured after the Closing Date. Transferor shall pay and discharge, and shall indemnify and hold the Company harmless from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval whether before or after the Closing Date. Nothing in this Section 2.6 2.5 shall be deemed a waiver by Buyer the Company of its right to receive have received on or before the Closing an effective assignment of all of the AssetsAssets nor shall this Section 2.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.

Consent of Third Parties. Notwithstanding anything (a) On the Closing Date, Reliant shall assign to the contrary Purchaser, and the Purchaser will assume, the Assigned Contracts and Orders to the extent provided in this Agreement. To the extent that the assignment of all or any portion of any Assigned Contract or Order shall require the consent of the other party thereto or any other third party that has not been obtained prior to the Closing Date, this Agreement shall not constitute an agreement to assign any such Assigned Contract or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom Order if an attempted assignment or transfer or an attempt to make without any such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtainedthereof. In order, however, to seek to provide the event any such consent or approval is not obtained on or prior to Purchaser the Closing Date, Seller shall full realization and value of every Assigned Contract and Order of the character described in the immediately preceding sentence (i) continue to use at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after the Closing, Reliant and the Purchaser shall cooperate, in all reasonable efforts respects, to obtain any such approval necessary consents to the assignment of the Assigned Contracts and Orders, provided that neither Party shall be required to make any payments or consent after the Closing Date until such time as such consent or approval has been obtained without agree to any third party cost to Buyermaterial undertakings in connection therewith, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, and (iii) cooperate with Buyer until all such consents are obtained or all such Assigned Contracts and Orders expire or are terminated, Reliant and the Purchaser shall cooperate, in any lawful arrangement all reasonable respects, to provide that Buyer shall receive to the Purchaser the benefits under any such Governmental Approvalthe Assigned Contracts and Orders (with the Purchaser entitled to all the gains and responsible for all the losses, instrumentTaxes, contractliabilities and/or obligations thereunder), lease or permit or other agreement or arrangementsubject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a), including performance if reasonably requested by Sellerthe Purchaser, as agent, and (iv) Reliant shall seek to enforce and perform for the account benefit of Buyer any the Purchaser all claims or rights of Seller Reliant arising from such Government Approvalunder the applicable Assigned Contracts and Orders. The Purchaser shall perform and comply with, instrumentat the Purchaser’s cost, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive an effective assignment of all of Reliant’s obligations under the AssetsAssigned Contracts and Orders as if the Purchaser was Reliant thereunder.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer the Company or Seller MTI thereunder; and any transfer or assignment to Buyer the Company by Seller MTI of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that which requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Contribution Date, Seller MTI shall (i) continue to use all reasonable best efforts to obtain any such approval or consent after the Closing Contribution Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and MTI will cooperate with Buyer the Company in any lawful and economically feasible arrangement to provide that Buyer the Company shall receive the interest of MTI in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by SellerMTI, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that Buyer the Company shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer such liabilities are described as Assumed Liabilities in Schedule 1.4 and which the Company would have been responsible therefor assumed if such consent or approval had been obtained. MTI shall cooperate with the Company and shall pay and discharge, and shall indemnify and hold the Company harmless from and against, any and all out-of-pocket costs incurred by MTI in seeking to obtain or obtaining any such consent or approval whether before or after the Contribution Date. Nothing in this Section 2.6 1.6 shall be deemed a waiver by Buyer the Company of its right to receive have received on or before the Contribution Date an effective assignment of all of the AssetsAssets nor shall this Section 1.6 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement (collectively, “Party Right”) or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of the Buyer or Seller thereunder; and any transfer or assignment to the Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement Party Right that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold or Seller has reasonably determined, in good faith, that it cannot obtain such Governmental Approvalconsent or approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and Seller will cooperate with the Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of Seller, as the case may be, in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangementParty Right, including performance by Seller, as the case may be, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Seller shall pay and discharge, and shall indemnify and hold the Buyer harmless from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval whether before or after the Closing Date. Nothing in this Section 2.6 shall be deemed a waiver by the Buyer of its right to receive have received on or before the Closing an effective assignment of all of the AssetsAssets nor shall this Section 2.6 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an any assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any no transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to until such consent or approval being is obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (ia) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third material third-party cost to Buyer, (iib) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iiic) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (ivd) enforce and perform for the account of Buyer any rights of Seller arising from such Government Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay pay, perform, discharge or satisfy the corresponding liabilities and obligations for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive an effective assignment of all of the Assets.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.7, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Body), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an agreement attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to the satisfaction or waiver of the conditions contained in Section 9, the Closing shall occur notwithstanding the foregoing without any adjustment to the purchase price on account thereof. Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain within ninety (90) days any such consent, authorization, approval or waiver, or any release, substitution or amendment, required to (i) transfer and assign or transfer all rights of Seller under the Purchased Assets to Buyer, and (ii) novate all Assumed Liabilities under any Governmental Approval, instrument, contract, lease, permit and Material Contracts included in the Purchased Assets or other agreement liabilities that constitute Assumed Liabilities, or arrangement or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any claimcase, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to solely responsible for such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to Assumed Liabilities from and after the Closing Date; provided, however, that in either such case, neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, the Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer, provided that Seller shall reimburse Buyer for fifty percent (50%) thereof within five (5) Business Days of receipt of written notice thereof from Buyer. Until such time as any consent, authorization, approval or waiver described in the immediately preceding paragraph has been obtained, Seller shall will use its commercially reasonable efforts to (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate provide Buyer with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive an effective assignment of all of the Assets.benefits and burdens of the applicable Purchased Asset

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an any assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In Subject to Sections 9.7 and 9.8, in the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (i) continue to use all reasonable its best efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third material third-party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay pay, perform, -------- discharge or satisfy the corresponding liabilities and obligations for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive an effective assignment of all of the Assets.

Consent of Third Parties. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, Environmental Permit, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent Consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunderthereof; and any transfer or assignment to the Buyer by the Seller of any interest under any such Governmental Approval, instrument, contract, lease, license, permit or other agreement or arrangement that requires the consent Consent of a third party shall be made subject to such consent Consent or approval being obtained. The Seller shall use its Best Efforts to obtain any such Consent or approval prior to the Closing Date. In the event any such consent Consent or approval is not obtained on or prior to the Closing Date, the Seller shall (i) continue to use all reasonable efforts its Best Efforts to obtain any such approval or consent after the Closing Date until such time as such consent Consent or approval has been obtained. Notwithstanding anything contained herein to the contrary, the failure to obtain such a Consent or approval despite otherwise complying with the terms of this Section 2.6 shall not constitute a breach hereof or a default hereunder. (b) If any such Consent is not obtained without by Seller prior to the Closing, until such Consent is obtained, Seller shall use its Best Efforts, at Seller's sole cost and expense, to (i) provide Holdco or its Subsidiaries the benefits of any third party cost Governmental Approval, Environmental Permit or Contract to Buyerwhich such Consent relates, (ii) hold cooperate in any reasonable and lawful arrangement designed to provide such Governmental Approvalbenefits to Holdco or its Subsidiaries, instrumentwithout incurring any financial obligation to Holdco or its Subsidiaries, contract, lease, permit or other agreement or arrangement on behalf of Buyer, and (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account and benefit of Buyer Holdco or its Subsidiaries any and all rights of Seller arising from such Government Governmental Approval, instrumentEnvironmental Permit or Contract against such issuer thereof and all other parties thereto (including the right to elect to terminate in accordance with the terms thereof on the advice of Holdco). Notwithstanding the foregoing, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake no action taken pursuant to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver by Buyer to satisfy the conditions set forth in Sections 6.1.3 or 6.2.6 hereof. (c) To the extent that Holdco or its Subsidiaries are provided the benefits pursuant to Section 2.6(b) of its right to receive an effective assignment any Governmental Approval, Environmental Permit or Contract, Holdco or such Subsidiaries shall perform, on behalf of all Seller, for the benefit of the Assetsissuer thereof and all other parties thereto, the obligations of Seller thereunder or in connection therewith, but only to the extent that (i) such action by Holdco or such Subsidiaries would not result in any material default thereunder or in connection therewith and (ii) such obligation would have been an Assumed Liability but for the non-assignability or non-transferability thereof.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreementherein, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approvalapproval, instrument, contract, lease, permit or other agreement property, asset, or arrangement right included in the Transferred Assets or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the approval, authorization, consent or permit of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer any Tower Entity, any member of the HIG Group, or Seller any CPRE Entity thereunder; and any transfer or assignment to Buyer any Tower Entity by Seller any member of the HIG Group of any interest under any such Governmental Approvalapproval, instrument, contract, lease, permit or other agreement property, asset or arrangement right that requires the approval, authorization, consent or permit of a third party shall be made subject to such consent or approval the same being obtained. In the event any such approval, authorization, consent or approval permit is not obtained on or prior to the Closing Date, Seller CPRE shall, and shall (i) cause the members of the HIG Group to, continue to use all commercially reasonable efforts to obtain any such approval approval, authorization, consent or consent permit after the Closing Date until such time as such approval, authorization, consent or approval permit has been obtained without any third party cost obtained, and CPRE will cooperate, and will cause the members of the HIG Group to Buyercooperate, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer the Tower Entities in any lawful arrangement to provide that Buyer the applicable Tower Entity shall receive the interest of the members of the HIG Group in the benefits under any such Governmental Approvalapproval, instrument, contract, lease or permit or other agreement property, asset or arrangementright, including performance by Seller, CPRE and/or the member of the HIG Group as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementagents, provided that Buyer the applicable Tower Entity shall undertake to pay or satisfy the corresponding liabilities Liabilities for the enjoyment of such benefit to the extent Buyer such Tower Entity, would have been responsible therefor hereunder if such approval, authorization, consent or approval permit had been obtained. Nothing in this Section 2.6 2.8 shall be deemed a waiver by Buyer TRM or any other Tower Entity of its right their respective rights to receive have received on or before the Closing an effective assignment of all of the AssetsTransferred Assets nor shall this Section 2.8 be deemed to constitute an agreement to exclude from the Transferred Assets any properties, assets or rights described in Section 2.2(a).

Consent of Third Parties. Notwithstanding (a) For each Transferred Contract and Transferred Permit where consent of a third party is required for assignment but such consent is not received prior to Closing, Seller shall use commercially reasonable efforts (which shall not include the payment of any consent fees) to obtain the consent and approval of such third party to such Transferred Contract or Transferred Permit, as applicable, to novate the Seller Group’s obligations and rights to the Buyer Group (as directed by Buyer), so that Buyer (or, as applicable, another member of the Buyer Group as directed by Buyer) is substituted for the Seller Group under such Transferred Contract or Transferred Permit, as applicable, and the Seller Group is relieved of all further obligations and rights. Nothing in this Agreement shall be deemed to (x) require Seller to seek a novation or consent for assignment of a Transferred Contract or Transferred Permit where such Transferred Contract or Transferred Permit does not require consent, or (y) constitute an assignment or novation of any Transferred Contract or Transferred Permit if the attempted assignment or novation thereof without consent of the third party thereto would constitute a breach thereof or would be ineffective with respect to any party to such Transferred Contract or Transferred Permit (an “Unassignable Contract”). (b) With respect to any Unassignable Contract, Buyer (or, as applicable, another member of the Buyer Group as designated by Buyer) shall be deemed such member of the Seller Group’s agent for purpose of completing, fulfilling and discharging all of such member of the Seller Group’s liabilities thereunder. The provisions of this Section 2.4 shall in no way limit the obligation of Seller pursuant to this Agreement to seek such consents prior to the Closing. Seller shall promptly pay to Buyer (or, as applicable, another member of the Buyer Group as designated by Buyer) when received all monies received by the Seller Group under any Transferred Contract net of any costs of collection relating thereto. (c) To the extent that any such consents and waivers are not obtained, or until the impediments to such assignment are resolved, Seller shall use commercially reasonable efforts (which shall not include the payment of any consent fees) to (i) provide to Buyer (or, as applicable, another member of the Buyer Group as designated by Buyer), at the request of Buyer, the benefits of any such Transferred Contract or Transferred Permit to the extent related to the Business, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Buyer (or, as applicable, another member of the Buyer Group as designated by Buyer) and (iii) enforce, at the request of and for the account of Buyer, any rights of the Seller Group arising from any such Transferred Contract or Transferred Permit against any third Person (including any Governmental Authority) including the right to elect to terminate in accordance with the terms thereof. Buyer (or, as applicable, another member of the Buyer Group as designated by Buyer) shall perform, at its sole expense and liability, on behalf of the Seller Group and for the benefit of any third Person (including any Governmental Authority) the obligations of the Seller Group under each Transferred Contract and Transferred Permit or in connection therewith. (d) It is understood and agreed that, notwithstanding anything to the contrary in the foregoing, so long as Seller uses its commercially reasonable efforts to cooperate with Buyer as contemplated by this AgreementSection 2.4, this Agreement shall Seller will not constitute an agreement to assign have any liability or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment obligation to Buyer by Seller of if any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (i) continue to use all reasonable efforts if Buyer is not able to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without benefits referred to above, and Buyer shall indemnify Seller and its Affiliates with respect to any third party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller claims arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy Seller’s compliance with the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive an effective assignment of all of the Assetsobligations set forth herein.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, but subject, nevertheless, to Section 14 hereof, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contractContract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer Purchaser or Seller the Company thereunder; and any transfer or assignment to Buyer Purchaser by Seller the Company or the Subsidiary of any interest under any such Governmental Approval, instrument, contractContract, lease, permit or other agreement or arrangement that requires the consent or approval of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller the Company shall (i) continue to use all reasonable its best efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and the Company will cooperate with Buyer Purchaser in any lawful and economically feasible arrangement to provide that Buyer Purchaser shall receive the interest of the Company, and/or the Subsidiary, as the case may be, in the benefits under any such Governmental Approval, instrument, contractContract, lease or permit or other agreement or arrangement, including performance by Seller, the Company or the Subsidiary as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approvalif economically feasible, instrumentprovided, contract, lease, permit or other agreement or arrangement, provided that Buyer Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained. The Company shall pay and discharge, and shall indemnify and hold Purchaser harmless from and against any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval whether before or after the Closing Date. Nothing in this Section 2.6 1(d) shall be deemed a waiver by Buyer Purchaser of its right to receive have received on or before the Closing an effective assignment of all of the AssetsAssets nor shall this Section 1(d) be deemed to constitute an agreement to exclude from the Assets any assets described in Section 1(a) hereof.

Consent of Third Parties. Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit permit, approval, license or other agreement or arrangement undertaking or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights right of Buyer Purchaser or Seller thereunder; , and any transfer or assignment to Buyer Purchaser by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement undertaking that requires required the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is has not been obtained on or prior to the Closing DateClosing, Seller and Purchaser shall (i) continue to use all commercially reasonable efforts to obtain any such approval or consent as quickly as practicable after the Closing Date until such time as Closing. Until any such consent or approval has been obtained without is obtained, Seller and Purchaser will cooperate in any third party cost reasonable and lawful arrangement designed to Buyer, (ii) hold give to Purchaser the interest of Seller in the benefits under any such Governmental Approval, instrument, contract, lease, permit permit, approval, license or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangementundertaking, including performance by Seller, Seller as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approvalprovided that, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer Purchaser shall undertake to pay or otherwise satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained. Nothing in this Section 2.6 1.4 shall be deemed a waiver by Buyer of its right to receive constitute an effective assignment of all of agreement to exclude from the AssetsPurchased Assets any assets described under Section 1.1.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunderthereof; and any transfer or assignment to the Buyer by Seller MD Industries of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller MD Industries shall (i) continue to use all commercially reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and MD Industries will cooperate with the Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of MD Industries, as the case may be, in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by SellerMD Industries, as the case may be, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Nothing in this Section 2.6 2.4 shall be deemed a waiver by the Buyer of its right to receive at the Closing an effective assignment of all of the Assets, to the extent they are assignable by MD Industries, nor shall this Section 2.4 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.

Consent of Third Parties. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approvalagreement, instrument, contract, lease, permit contract or commitment or any other agreement instrument or arrangement to be assumed pursuant to Section 1.5 (including without limitation any Governmental Approval or Contract) or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent Consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer the Buyers or Seller the Sellers thereunder; and any transfer or assignment to any Buyer by Seller the Sellers of any interest under any such Governmental Approvalagreement, instrument, contract, lease, permit contract or commitment or other agreement instrument or arrangement (including, without limitation, any Governmental Approval or Contract) that requires the consent Consent of a third party shall be made subject to such consent Consent or approval being obtained. In Subject to Sections 4.1.12 and 4.1.13, in the event any such consent or approval Consent is not obtained and delivered in form and substance reasonably acceptable to the Buyers on or prior to November 10, 1999, the Closing Date, Seller Sellers shall (i) continue to use all reasonable efforts have no further obligation to obtain any such approval or consent Consent, and the Buyers shall have the right by delivery of written notice to the Sellers to terminate this Agreement. (b) If the Buyers elect not to terminate this Agreement pursuant to Section 1.7(a), upon the written request of the Buyers, after the Closing Date until such time as such consent or approval has been obtained without any third party cost to BuyerClosing, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) the Sellers will cooperate with Buyer the Buyers in any lawful and economically feasible arrangement (an "AGENCY ARRANGEMENT") to provide that the applicable Buyer shall receive the interest of the applicable Seller in the benefits under any such Governmental Approvalagreement, instrument, contract, lease contract or permit commitment or other agreement instrument or arrangementarrangement (including, without limitation, any Governmental Approval or Contract) with respect to which the necessary Consent to the assignment or transfer to the Buyer has not been obtained and delivered, including performance by the applicable Seller, as agent, and (iv) enforce and perform for PROVIDED that the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that applicable Buyer shall (i) undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent such Buyer would have been responsible therefor hereunder if such consent or approval Consent had been obtainedobtained and (ii) indemnify and hold the Sellers harmless from and against, any and all Losses resulting from or arising out of such arrangement. Nothing in this Section 2.6 The Sellers shall be deemed a waiver retain all liabilities, obligations and commitments of any nature, kind or description with respect to those agreements, contracts or commitments or other instruments or arrangements (including without limitation, any Governmental Approval or Contract) for which Consent is not delivered by Buyer of its right the Sellers to receive the Buyers on or prior to the Closing Date and with respect to which the Buyers request an effective Agency Arrangement; PROVIDED that the Buyers shall honor any purchase order or sale commitment outstanding on the Closing Date under any such agreement, contract, commitment or instrument or arrangement relating to customers or suppliers to the extent that the customer or supplier that will not consent to the assignment of all or transfer of the Assetsunderlying Contract agrees to do business with the Buyers with respect to such purchase order or sales commitment, PROVIDED FURTHER that if after the Closing Date, the Sellers deliver a Consent to the assignment or transfer of any agreement, contract, commitment or other instrument or arrangement with respect to which the Buyers have requested an Agency Arrangement, the Agency Arrangement shall terminate and the Buyers shall undertake to pay or satisfy the corresponding liabilities as contemplated in clause (i) above.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approvalgovernmental approval, instrument, contract, lease, permit or other agreement or arrangement arrangement, or any claim, right or benefit arising thereunder or resulting therefrom therefore, if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof thereof, or affect adversely the rights of Buyer Purchaser or Seller thereunder; , and any transfer or assignment to Buyer Purchaser by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (i) continue after the Closing Date to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerconsent, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and Seller will cooperate with Buyer Purchaser in any lawful and economically feasible arrangement to provide that Buyer Purchaser shall receive the interest of Seller in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that Buyer the Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer Purchaser would have been responsible therefor therefore hereunder if such consent or approval had been obtained. Seller shall pay any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval whether before or after the Closing Date. Nothing in this Section 2.6 5.4 shall be deemed a waiver by Buyer Purchaser of its right to receive have received on or before the Closing an effective assignment of all of the Acquisition Assets, nor shall this Section 5.4 be deemed to constitute an agreement to exclude from the Acquisition Assets any assets described under Section 1.2.

Consent of Third Parties. Notwithstanding anything Anything to the contrary in this AgreementAgreement notwithstanding, to the extent that the sale, conveyance, transfer or assignment of any Brokerage Asset requires the consent of a third party, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approvaleffect such sale, instrumentconveyance, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make assignment if such an assignment or transfer without the consent of a third party action would constitute a breach or violation thereof or adversely affect adversely Buyer's rights thereunder. Seller agrees to use its reasonable best efforts (with no obligation to pay any fee to any third party for the rights purpose of Buyer obtaining any consent or Seller thereunder; approval or any costs and any transfer or assignment to Buyer by Seller expenses of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to resulting from the process of obtaining such consent or approval being obtainedapproval) to obtain such consents prior to the Brokerage Closing Date in accordance with Section 6.04. In To the event extent that any such consent or approval is not obtained on or prior to the Brokerage Closing Date (i) Seller shall use reasonable best efforts (with no obligation to pay any fee to any third party for the purpose of obtaining any consent or approval or any costs and expenses of any third party resulting from the process of obtaining such consent or approval) to (A) obtain any such consent after the Brokerage Closing Date, Seller shall (iB) continue to use all reasonable efforts the extent reasonably practicable, provide or cause to obtain be provided to Buyer the benefits of any such approval or consent after the Closing Date until such time as Brokerage Asset for which such consent or approval waiver has not been obtained without obtained, (C) cooperate in any third party cost arrangement, reasonable and lawful as to Seller and Buyer, designed to provide such benefits to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (ivD) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities Brokerage Asset for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if which such consent or approval had has not been obtained. Nothing obtained against the other party, including, without limitation, the right to elect to terminate in this Section 2.6 accordance with the terms thereof on the advice of Buyer, and (E) Seller shall be deemed a waiver pay, defend, indemnify and hold Buyer harmless from any liability suffered by Buyer as a result of its right any failure of Seller to receive an effective assignment of all of obtain such consent whether before or after the Assets.Brokerage Closing Date; and

Consent of Third Parties. Notwithstanding anything to the contrary Nothing in this Agreement, this Agreement nor the consummation of the Transaction contemplated hereby shall not constitute be construed as an attempt or agreement to assign or transfer any Governmental ApprovalAsset, instrumentincluding any Contract and Agreement, contractPermit, leaseReal Property Lease, permit Personal Property Lease, certificate, approval, authorization or other agreement right, which by its terms or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer by applicable law is nonassignable without the consent of a third party would constitute or a breach governmental body or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer is cancelable by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party in the event of an assignment ("Nonassignable Assets") unless and until such consent, approval or authorization, or replacement thereof, shall have been obtained. With respect to such Nonassignable Assets, Sellers shall, and shall cause their respective affiliates to, use their commercially reasonable efforts to cooperate with Buyer at its request for up to 180 days following the Closing Date in endeavoring to obtain such consents promptly; provided, however, that such efforts shall not require Sellers or any of their respective affiliates to incur any actual out-of-pocket costs payable to any third party or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Buyer and Sellers shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Contracts and Agreements or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Sellers and their respective affiliates so that, in any such case, Buyer shall be made subject to solely responsible for such consent or approval being obtainedLiabilities. In To the extent permitted by applicable law, in the event any consents or approvals to the assignment thereof cannot be obtained, such consent or approval is not obtained on or prior to Nonassignable Assets shall be held, as of and from the Closing Date, Seller by Sellers or the applicable affiliate of Sellers in trust for Buyer and the covenants and obligations thereunder shall (i) continue be performed by Buyer in Sellers' or such affiliate's name and all benefits and obligations existing thereunder shall be for Buyer's account. Sellers shall take or cause to use be taken at Buyer's expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Sellers or the applicable affiliate of Sellers shall promptly pay over to Buyer all reasonable efforts to obtain any such approval money or consent after other consideration received by it in respect of all Nonassignable Assets. As of and from the Closing Date until such time as such consent or approval has been obtained without any third party cost to BuyerDate, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement each of the Sellers on behalf of itself and its affiliates authorizes Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver permitted by Buyer of its right to receive an effective assignment of all applicable law and the terms of the Nonassignable Assets, at Buyer's expense, to perform all the obligations and receive all the benefits of Sellers or their respective affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable affiliate of Sellers and on such affiliate's behalf with respect thereto and Buyer agrees to indemnify and hold Sellers and their respective affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Buyer's performance of, or failure to perform, such obligations under the Nonassignable Assets, except for those Material Contracts that are not identified on Schedule 2.13.

Consent of Third Parties. Notwithstanding anything to (a) To the contrary extent that any Contract or other asset included in this Agreementthe Acquired Assets is not capable of being assigned, transferred, subleased or sublicensed without the consent or waiver of a third party (whether or not a Governmental Authority), or if such assignment, transfer, sublease or sublicense would constitute a breach thereof or a violation of Applicable Law, this Agreement (and any related documents delivered at the Closing) shall not constitute an agreement to assign actual or transfer any Governmental Approvalattempted assignment, instrumenttransfer, contract, lease, permit sublease or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation sublicense thereof or affect adversely the rights of Buyer or Seller thereunder; unless and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to until such consent or approval being obtained. In waiver of such third party has been duly obtained or such assignment, transfer, sublease or sublicense has otherwise become lawful (any Contract, license or other asset otherwise included in the event any such consent Acquired Assets and not assigned, transferred, subleased or approval sublicensed as a result of this Section 1.9(a) is hereinafter referred to as an “Unassigned Asset”). (b) To the extent that the consents and waivers referred to in Section 1.9(a) are not obtained on or prior to the Closing Dateand until the impracticalities of transfer referred to therein are resolved, each Seller shall (i) continue to use all reasonable efforts to (i) continue its efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerconsents and waivers, (ii) hold such Governmental Approval, instrument, contract, lease, permit provide or other agreement or arrangement on behalf cause to be provided to the Buyer the benefits of Buyerany Unassigned Asset, (iii) cooperate with Buyer in any arrangement, reasonable and lawful arrangement as to both the Sellers and the Buyer, designed to provide that such benefits to the Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of the Buyer any rights of Seller the Sellers arising from such Government ApprovalUnassigned Asset, instrumentincluding all rights to indemnification, contractinsurance and the right to elect to terminate in accordance with the terms thereof, leasein each case after consulting with and upon the advice and direction of the Buyer. In connection with the foregoing, permit or other agreement or arrangementthe Sellers agree to make their personnel, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit and applicable Records, reasonably available to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing (at no cost to the Buyer) in order to effect all actions reasonably required to be taken by the Sellers under this Section 2.6 1.9(b). The Sellers shall be deemed a waiver responsible for all expenses incurred by Buyer of its right the Sellers in connection with the foregoing, including all fees, costs and expenses incurred in connection with obtaining any consents or waivers from third parties with respect to receive an effective assignment of all of the Unassigned Assets.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of the Buyer or Seller thereunder; and any transfer or assignment to the Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and Seller will cooperate with the Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the benefits under interest of any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as the case may be, as agent, and (iv) enforce and perform for if economically feasible, PROVIDED that the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Nothing in this Section 2.6 2.7 shall be deemed a waiver by the Buyer of its right to receive have received on or before the Closing an effective assignment of all of the AssetsAssets nor shall this Section 2.7 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.

Consent of Third Parties. Notwithstanding anything Anything to the contrary in this AgreementAgreement notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent Consent of a third party would constitute a breach or violation thereof or affect materially and adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit permit, or other agreement or arrangement that requires the consent Consent of a third party shall be made subject to such consent or approval Consent being obtained. In the event any such consent or approval Consent is not obtained on or prior to the Closing Date, Seller shall (i) continue to shall, at its own expense, use all reasonable its best efforts to obtain any such approval or consent Consent after the Closing Date until such time as such consent or approval Consent has been obtained, and, if such Consent has not been obtained without any third party cost prior to Buyerthe Closing Date, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) Seller will cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the interest of Seller or the relevant Affiliate, as the case may be, in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by SellerSeller or the relevant Affiliate, as the case may be, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit only to the extent Buyer would have been responsible therefor hereunder if such consent or approval Consent had been obtained. Nothing Except as set forth on Schedule 2.5, nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive have received on or before the Closing an effective assignment of all of the Assets, nor shall this Section be deemed to constitute an agreement to exclude from the Assets any properties, assets or rights described under Section 2.1.

Consent of Third Parties. Notwithstanding anything herein to the contrary in this Agreementcontrary, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approvalgovernmental approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer the Assignee or Seller Assignor thereunder; and any transfer or assignment to Buyer the Assignee by Seller Assignor of any interest under any such Governmental Approvalgovernmental approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is has not been obtained on or prior to the Closing Datedate hereof, Seller Assignor shall (i) continue to use all reasonable its best efforts to obtain any such approval or consent after the Closing Date date hereof until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and Assignor shall cooperate with Buyer the Assignee in any lawful arrangement and economically feasible arrangement; provided, however, that, to provide the extent any such consent or approval has not been obtained on or prior to the date hereof, any income, proceeds or profits received from such governmental approvals, instruments, contracts, leases or permits or other agreements or arrangements shall be held in trust by Assignor for the benefit of Assignee; provided, further, that Buyer the Assignee shall receive the interest of Assignor, as the case may be, in the benefits under any such Governmental Approvalgovernmental approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Sellerprovided, as agentfurther, and (iv) enforce and perform for that the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer Assignee shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer the Assignee would have been responsible therefor hereunder if such consent or approval had has been obtained. Nothing in this Section 2.6 5 shall be deemed a waiver by Buyer the Assignee of its right as set forth in this Agreement to receive have received on or before the date hereof an effective assignment of all of the AssetsAssigned Assets nor shall this Section 5 be deemed to constitute an agreement to exclude from the Assigned Assets any assets whatsoever. With respect to the agreements described on items 11 and 12 of Annex A-1 and Annex A-2 (the "Government Contracts"), Assignee shall undertake to perform all obligations under the Government Contracts and Assignor shall pay over to Assignee all moneys received with respect to the Government Contracts. Additionally, to the extent feasible, Assignor agrees to use its best efforts to seek a novation of each Government Contract in favor of Assignee with respect to each Government Contract whose term extends past December 31, 2003.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of the Buyer or Seller Medi-Flex thereunder; and any transfer or assignment to the Buyer by Seller Medi-Flex of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller Medi-Flex shall (i) continue to use all commercially reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and Medi-Flex will cooperate with the Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of Medi-Flex, as the case may be, in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by SellerMedi-Flex, as the case may be, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Nothing in this Section 2.6 2.4 shall be deemed a waiver by the Buyer of its right to receive at the Closing an effective assignment of all of the Assets, to the extent they are assignable by Medi-Flex, nor shall this Section 2.4 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.

Consent of Third Parties. Notwithstanding anything (a) On the Closing Date, the Seller shall assign to the contrary Buyer, and the Buyer shall assume, the Contracts and the Permits (including the Environmental Permits and pending applications therefor) which are to be transferred to the Buyer as provided in this AgreementAgreement by means of an assignment and assumption agreement substantially in the form of Exhibit C. To the extent that the assignment of all or any portion of any Contract or Permit (including any pending application therefor) shall require the consent of the other party thereto or any other third party, this Agreement shall not constitute an agreement to assign any such Contract or transfer any Governmental Approval, instrument, contract, lease, permit Permit (or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom pending application therefor) if an attempted assignment or transfer or an attempt to make without any such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof (provided that the Seller and each of the Owners agrees to, and agrees to cause their respective subsidiaries to, consent to the assignment to the Buyer of any such Contract or affect adversely Permit (including any pending application therefor) to the extent that such consent is required for such assignment). However, the Seller and each of the Owners agrees that on and after the Closing, it will, at the request and under the reasonable direction of the Buyer, in the name of the Seller, such Owner or otherwise as the Buyer shall specify, at the sole cost and expense of the Seller, use its commercially reasonable efforts (including appointing the Buyer as attorney-in-fact for the Seller or such Owner to proceed at the Buyer’s sole cost and expense) to do or cause to be done all such things as shall be necessary and proper (a) to assure that the rights of the Seller under such Contracts and Permits (including any pending application therefor) shall be preserved for the benefit of the Buyer (including any extension or Seller thereunder; and any transfer or assignment to Buyer by Seller renewal of any interest such Contract or Permit) and (b) to facilitate receipt of the consideration to be received by the Seller in and under every such Contract and Permit (including any such Governmental Approvalpending application therefor), instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party which consideration shall be made subject to such consent or approval being obtained. In held for the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agentbenefit of, and (iv) enforce and perform for shall be delivered to, the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtainedBuyer. Nothing in this Section 2.6 1.7 shall be deemed a waiver by in any way diminish any obligation of any Seller or either Owner under this Agreement to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable the Seller to convey or assign good and valid title free and clear of Encumbrances (other than Permitted Encumbrances) to all the Acquired Assets to the Buyer or shall otherwise affect the obligations of its right to receive an effective assignment of all Seller, Owners or Buyer under Section 7.7 hereof, respectively. (b) To the extent that the Permits necessary for the Buyer’s operation of the AssetsBusiness as conducted as of the Closing Date have not been transferred to the Buyer or otherwise obtained by the Buyer as of the Closing, the Seller shall allow, to the extent authorized by the terms of such Permits and all Environmental Laws and other applicable Laws, the Buyer to conduct the Business pursuant to the Seller’s existing Permits. Regarding each such Permit, the Seller shall allow such use until the Buyer obtains an equivalent Permit; provided, however, the Buyer shall use commercially reasonable efforts to expeditiously obtain such equivalent Permit.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer (a) any Governmental Approval, ; (b) any instrument, contract, lease, permit or other agreement or arrangement with any Governmental Authority or any claim, right or benefit arising thereunder or resulting therefrom; or (c) any instrument, contract, lease, permit or other agreement or arrangement with any other Person or any claim, right or benefit arising thereunder or resulting therefrom (the failure, loss or breach of any of which would not result in a material Adverse Effect on the Business), (with the preceding (a), (b) and (c) referred to collectively herein as "Non-Consent Contracts ") if an any assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement Non-Consent Contracts that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such Non-Consent Contracts consent or approval is not obtained on or prior to the Closing Date, Seller shall (ia) continue to use all reasonable its best efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third third-party cost to Buyer, (iib) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement Non-Consent Contracts on behalf of BuyerBuyer and provide such services as shall be reasonably necessary on the part of Seller to maintain the same and to maintain good relations with the customers, lessors or other parties thereto, (iiic) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangementNon-Consent Contracts, including performance by Seller, as agent, and (ivd) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementNon-Consent Contracts, provided that Buyer shall undertake to pay pay, perform, discharge or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive an effective assignment of all of the Assets.the

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreementcontained herein, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, commitment, order, license, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent or approval of a third party (or without the novation thereof) would constitute a breach or violation thereof or affect adversely the rights of Buyer Stryker or Seller Creative thereunder; and any transfer or assignment to Buyer Stryker by Seller Creative of any interest under any such Governmental Approval, instrument, contract, commitment, order, license, lease, permit or other agreement or arrangement that requires novation or the consent or approval of a third party shall be made subject to such novation, consent or approval being obtained. In the event If any such novation, consent or approval is not obtained on or prior to the Closing Date, Seller then Creative shall (ia) continue to use all reasonable efforts to obtain any such novation, consent or approval or consent after the Closing Date until such time as such novation, consent or approval has been obtained without any third party cost to BuyerStryker, (iib) hold such Governmental Approval, instrument, contract, commitment, order, license, lease, permit or other agreement or arrangement on behalf of BuyerStryker, (iiic) cooperate with Buyer Stryker in any lawful arrangement to provide that Buyer Stryker shall receive the benefits under any such Governmental Approval, instrument, contract, commitment, order, license, lease or permit or other agreement or arrangement, including performance by SellerCreative, as agent, and (ivd) enforce and perform for the account of Buyer Stryker any rights of Seller Creative arising from such Government Approval, instrument, contract, commitment, order, license, lease, permit or other agreement or arrangement; PROVIDED, provided HOWEVER, that Buyer Stryker shall undertake to pay or satisfy the corresponding obligations and liabilities for the enjoyment of such benefit to the extent Buyer Stryker would have been responsible therefor if such novation, consent or approval had been obtained. Nothing in this Section 2.6 SECTION 2.5 shall be deemed a waiver by Buyer Stryker of its right to receive an effective assignment of all of the Assets.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of the Buyer or Seller thereunder; and any transfer or assignment to the Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and Seller will reasonably cooperate with the Buyer in any lawful and commercially reasonable arrangement to provide that the Buyer shall receive the interest of Seller in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, Seller as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif commercially reasonable, provided that the Buyer shall undertake to pay in a timely manner or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Seller shall pay and discharge, and shall indemnify and hold the Buyer harmless from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval whether before or after the Closing Date. Nothing in this Section 2.6 2.7 shall be deemed a waiver by the Buyer of its right to receive have received on or before the Closing an effective assignment of all of the AssetsAssets nor shall this Section 2.7 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom from such, if an assignment or transfer or an attempt to make such an assignment or transfer transfer, without the consent of a third party party, would constitute a breach or violation thereof of such or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller and Buyer shall (i) cooperate and shall continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and Seller will cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the interest of Seller, as the case may be, in the benefits under any such Governmental Approval, instrument, contract, certificate, lease or permit or other agreement or arrangement, including performance by Seller, as the case may be, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing Seller shall have no obligation to pay or discharge, and shall have no obligation to indemnify and hold Buyer harmless from and against, any and all costs of seeking to obtain or obtaining any such Consent or Governmental Approval whether before or after the Closing Date, except as provided for in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive an effective assignment of all of the Assets.Article 10

Consent of Third Parties. (a) Seller and Buyer shall use their reasonable efforts to obtain all necessary consents for the assignment to the Surviving Corporation of all Contracts listed on Schedule 1.01(e)(ii), including consents to the assignment of or otherwise necessary with respect to the Calxxx Xxexx Xxcense, the agreements between Seller and Kitan, the Leases, the "CDS" contract and any material Personal Property leases, license agreements or other Contracts included in the Acquired Assets. (b) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approvallicense, instrument, contractContract, leaseLease, permit permit, governmental approval or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights right of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Buyer and Seller shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide ensure that Buyer shall receive the interest of Seller in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, Seller as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, if economically feasible; provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor hereunder if such consent or approval had been obtained; and provided further that nothing herein shall require Seller to pay or forfeit any fees or make any other type of payment to any of the licensors described in Section 1.08(a) other than payments due under existing agreements in order to obtain their consent to the transfer or assignment of the licenses listed thereon, it being understood that any such fees and payments which are paid with Buyer's consent shall be the sole responsibility of Buyer. Nothing in this Section 2.6 1.09 shall be deemed a waiver by Buyer of its right to receive the requirement of this Agreement that CCD shall have received on or before the Effective Date an effective assignment of all of the AssetsAcquired Assets nor shall this Section 1.09 be deemed to constitute an agreement to exclude from the Acquired Assets any assets described under Section 1.01(e) of this Agreement.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunderthereof; and any transfer or assignment to the Buyer by the Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, the Seller shall (i) continue to use all reasonable efforts to obtain any such consent or approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and the Seller will cooperate with the Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of the Seller in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by the Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. The Seller shall pay and discharge, and shall indemnify and hold the Buyer harmless from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval after the Closing Da te. Nothing in this Section 2.6 shall be deemed a waiver by the Buyer of its right to receive have received on or before the Closing an effective assignment of all of the AssetsAssets nor shall this Section 2.6 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.

Consent of Third Parties. Notwithstanding anything to the contrary Nothing in this Agreement, this Agreement nor the consummation of the Transaction contemplated hereby shall not constitute be construed as an attempt or agreement to assign or transfer any Governmental ApprovalAsset, instrumentincluding any Contract and Agreement, contractPermit, leaseReal Property Lease, permit Personal Property Lease, certificate, approval, authorization or other agreement right, which by its terms or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer by applicable law is nonassignable without the consent of a third party would constitute or a breach governmental body or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer is cancelable by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent, approval or authorization, or replacement thereof, shall have been obtained. With respect to such Nonassignable Assets, Sellers shall, and shall cause their respective affiliates to, use their commercially reasonable efforts to cooperate with Buyer at its request for up to 180 days following the Closing Date in endeavoring to obtain such consents promptly; provided, however, that such efforts shall not require Sellers or any of their respective affiliates to incur any actual out-of-pocket costs payable to any third party or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Buyer and Sellers shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Contracts and Agreements or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Sellers and their respective affiliates so that, in any such case, Buyer shall be made subject to solely responsible for such consent or approval being obtainedLiabilities. In To the extent permitted by applicable law, in the event any consents or approvals to the assignment thereof cannot be obtained, such consent or approval is not obtained on or prior to Nonassignable Assets shall be held, as of and from the Closing Date, Seller by Sellers or the applicable affiliate of Sellers in trust for Buyer and the covenants and obligations thereunder shall (i) continue be performed by Buyer in Sellers’ or such affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Sellers shall take or cause to use be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Sellers or the applicable affiliate of Sellers shall promptly pay over to Buyer all reasonable efforts to obtain any such approval money or consent after other consideration received by it in respect of all Nonassignable Assets. As of and from the Closing Date until such time as such consent or approval has been obtained without any third party cost to BuyerDate, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement each of the Sellers on behalf of itself and its affiliates authorizes Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver permitted by Buyer of its right to receive an effective assignment of all applicable law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Sellers or their respective affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable affiliate of Sellers and on such affiliate’s behalf with respect thereto and Buyer agrees to indemnify and hold Sellers and their respective affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Buyer’s performance of, or failure to perform, such obligations under the Nonassignable Assets, except for those Material Contracts that are not identified on Schedule 2.13.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approvalgovernmental approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder under this Agreement or resulting therefrom if an any assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any under this Agreement. Any transfer or assignment to the Buyer or LION by Seller Sellers of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event If any such consent or approval is not obtained on or prior to the Closing Date, Seller Sellers shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval it has been obtained without any third party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) obtained. Sellers will cooperate with Buyer or LION in any lawful and economically feasible arrangement to provide that Buyer or LION shall receive the interest of Sellers, as the case may be, in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided including performance by Sellers as agent; PROVIDED HOWEVER, that Buyer or LION shall undertake to pay or satisfy the corresponding liabilities for the real property and office equipment leases listed in SCHEDULE 4.1, and for the enjoyment of such the benefit to the extent the Buyer or LION would have been responsible therefor if such the consent or approval had been obtained. Sellers shall pay and discharge, and shall indemnify and hold Buyer or LION harmless from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval whether before or after the Closing Date. Nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive have received on or before the Closing Date an effective assignment of all of the Acquired Assets.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit permit, license or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit permit, license or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Seller in the benefits under any such Governmental Approval, instrument, contract, lease or permit lease, permit, license or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Seller shall pay and discharge, and shall indemnify and hold Buyer harmless from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval whether before or after the Closing Date. Nothing in this Section 2.6 2.10 shall be deemed a waiver by Buyer of its right right, pursuant to receive Section 7.01(d), to have received on or before the Closing an effective assignment of all of the AssetsAssets nor shall this Section 2.10 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 2.01.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approvalconsent, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of the Buyer or Seller Acme thereunder; and any transfer or assignment to the Buyer by Seller Acme of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller Acme shall (i) continue to use all reasonable its best efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and Acme will cooperate with the Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of Acme, as the case may be, in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by SellerAcme, as the case may be, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Nothing in this Section 2.6 2.4 shall be deemed a waiver by the Buyer of its right to receive at the Closing an effective assignment of all of the Assets, to the extent they are assignable by Acme, nor shall this Section 2.4 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.

Consent of Third Parties. Notwithstanding anything Anything to the contrary in this AgreementAgreement notwithstanding, this Agreement shall not constitute an agreement to assign the extent that the sale, conveyance, transfer or transfer assignment of any Governmental Approval, instrument, contractagreement, lease, permit governmental approval, permit, Contract or other agreement document or arrangement instrument or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without requires the consent of a third party party, this Agreement shall not constitute an agreement to effect such sale, conveyance, transfer or assignment if such action would constitute a breach or violation thereof or adversely affect adversely Buyer's rights thereunder. To the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement extent that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Worldwide Closing Date or the Australia Closing Date, Seller shall as applicable, (i) continue to Sellers shall use all their respective commercially reasonable efforts to (A) obtain any such approval or consent after the Worldwide Closing Date or the Australia Closing Date, as applicable, until such time as the consent has been obtained, (B) provide or cause to be provided to Buyer the benefits of any such agreement, lease, contract or other document or instrument for which consent or approval waiver has not been obtained without obtained, (C) cooperate in any third party cost arrangement, reasonable and lawful as to Sellers and Buyer designed to provide such benefits to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (ivD) enforce and perform for the account of Buyer any rights of Seller Sellers arising from such Government Approval, instrument, contractagreement, lease, permit contract or other agreement document or arrangementinstrument for which consent has not been obtained against the other party, provided that including, without limitation, the right to elect to terminate in accordance with the terms thereof on Buyer, and (E) Sellers shall pay, defend, indemnify and hold Buyer harmless from any Loss suffered by Buyer as a result of any failure of Sellers to obtain such consent whether before or after the Worldwide Closing Date or the Australia Closing Date, as applicable, and (ii) Buyer shall undertake use all reasonable efforts to pay perform the obligations of Sellers arising under such agreement, lease, contract or satisfy the corresponding liabilities other document or instrument for the enjoyment of such benefit which consent has not been obtained, to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver that by Buyer of its right to receive an effective assignment of all reason of the Assetstransactions consummated pursuant to this Agreement, Buyer has control over the resources necessary to perform such obligations.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an any assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Xxxxxxx, Buyer or Seller thereunder; and any transfer or assignment to Xxxxxxx or Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (ia) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third third- party cost to Xxxxxxx or Buyer, (iib) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iiic) cooperate with Xxxxxxx and Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (ivd) enforce and perform for the account of Xxxxxxx and Buyer any rights of Seller arising from such Government Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay pay, perform, discharge or satisfy the -------- corresponding liabilities and obligations for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in If and to the extent that such arrangement cannot be made with respect to a Business Contract or Business License, Xxxxxxx and Buyer shall have no obligation pursuant to Section 2.2 or otherwise with respect to ----------- any such Business Contract or Business License. The provisions of this Section ------- 2.6 shall be deemed a waiver not affect the right of Xxxxxxx and Buyer not to consummate the --- transactions contemplated by Buyer of this Agreement if the conditions to its right to receive an effective assignment of all of the Assets.obligations hereunder contained in Sections 8.5 and 8.6 have not been fulfilled. --------------------

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer Transfer any Governmental Approval, instrument, contract, lease, permit Contract or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer a Transfer or an attempt to make such an assignment or transfer a Transfer without the consent Consent of a Government Authority or third party would constitute a breach or violation thereof or adversely affect adversely the rights of the Buyer or the Seller thereunder; and any transfer or assignment Transfer to the Buyer by the Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit Contract or other agreement or arrangement that requires the consent Consent of a Government Authority or third party shall be made subject to such consent or approval Consent being obtained. In the event any such consent or approval Consent is not obtained on or prior to the Closing Date, the Seller shall (i) continue to use all reasonable efforts to obtain any such approval or consent Consent after the Closing Date until such time as such consent or approval Consent has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and the Seller and Buyer will reasonably cooperate with Buyer each other in any lawful arrangement to provide that the Buyer shall will receive the interest of the Seller in the benefits (and will fulfill all obligations) under any such Governmental Government Approval, instrument, contract, lease or permit Contract or other agreement or arrangement, including performance by Seller, the Seller as agent. The Seller shall pay and discharge, and (iv) enforce shall indemnify and perform for hold the account Buyer harmless from and against any and all costs of Buyer seeking to obtain or obtaining any rights of Seller arising from such Government Approval, instrument, contract, lease, permit Consent whether before or other agreement or arrangement, provided that after the Closing Date. Buyer shall undertake indemnify and hold Seller harmless from and against any and all costs, expenses or liabilities related to pay or satisfy the corresponding liabilities for the enjoyment of such benefit Seller performing as Buyer’s agent as contemplated by this Section 2.5 with respect to the extent Buyer would have been responsible therefor if such consent or approval had been obtainedthose Governmental Approvals and Consents listed in Schedule 3.1(c). Nothing in this Section 2.6 2.5 shall be deemed a waiver by the Buyer of its right to receive have received on or before the Closing an effective assignment of all of the AssetsAssets nor shall this Section 2.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1. Notwithstanding anything to the contrary herein, the Seller’s obligations under this Section 2.5 shall terminate on the second anniversary of the Closing Date or for any specific Governmental Approval or Consent upon Buyer receiving such or the equivalent.

Consent of Third Parties. As of the Effective Time, Seller shall assign (or cause to be assigned) to Buyer, and Buyer will assume, each Assigned Contract and BTBU Real Property Lease, in each case to the extent permitted by, and in accordance with, applicable Law and the terms of such Assigned Contract or BTBU Real Property Lease. Notwithstanding anything herein to the contrary in this Agreementcontrary, if the assignment or assumption of all or any portion of any rights or obligations under any Assigned Contract or BTBU Real Property Lease shall require the consent of any other party thereto or any other third party that has not been obtained prior to the Effective Time or if an attempted assignment thereof would be ineffective (such Assigned Contracts and BTBU Real Property Leases, the “Delayed Contracts”), this Agreement shall not constitute an agreement to assign or transfer any Governmental Approvalassign, instrumentlicense, contractsublicense, lease, permit sublease, convey or other agreement otherwise transfer any rights or arrangement or obligations under any claim, right or benefit arising thereunder or resulting therefrom if such Delayed Contract to the extent an attempted assignment or transfer or an attempt to make without any such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely an attempted assignment thereof would be ineffective. In order, however, to seek to provide Buyer the rights full realization and value of each Delayed Contract, (a) Seller and Buyer or Seller thereunder; and shall reasonably cooperate to obtain any transfer or consents necessary for the assignment to Buyer by Seller of any interest under any such Governmental ApprovalDelayed Contracts as soon as practicable after the Closing, instrument, contract, lease, permit or other agreement or arrangement provided that requires the consent of a third party neither Party shall be made subject required to make any material payments in connection therewith and (b) with respect to each Delayed Contract, from and after the Effective Time until the earlier of: (i) the date on which the necessary consent(s) have been obtained, or (ii) the date on which such consent Delayed Contract has expired or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Datebeen terminated, Seller shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyer, (iix) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf Delayed Contract for the use and benefit of Buyer, (iiiy) cooperate with Buyer treat such Delayed Contract in any lawful arrangement the Ordinary Course of Business, and (z) take such other actions as are reasonably necessary to provide that to Buyer shall receive the benefits under any such Governmental ApprovalDelayed Contract (with Buyer being entitled to all the gains thereunder and subject to, instrumentand responsible for, contract, lease all Assumed Liabilities thereunder (as if such Delayed Contract were an Assigned Contract or permit or other agreement or arrangementBTBU Real Property Lease under Section 2.3(a)), including performance paying over to Buyer the amount of any and all payments and reimbursements received by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller relating to or arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive an effective assignment of all out of the AssetsDelayed Contract, other than such payments and reimbursements as constitute Accounts Receivable.

Consent of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement asset or any claim, claim or right or any benefit arising thereunder under or resulting therefrom from such asset if an attempted assignment or transfer or an attempt to make such an assignment or transfer thereof, without the consent of a third party party, would constitute a breach or violation thereof or affect adversely other contravention of the rights of Buyer such third party, would be ineffective with respect to any party to an agreement concerning such asset, or Seller thereunder; and would in any way adversely affect the rights of any of the DBC Companies or, upon transfer, the Company under such asset. If any transfer or assignment to Buyer by Seller any of the DBC Companies to, or any assumption by the Company of, any interest under in, or liability, obligation or commitment under, any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that asset requires the consent of a third party party, then such assignment or assumption shall be made subject to such consent or approval being obtained. In To the event extent any DBC Contract may not be assigned to the Company by reason of the absence of any such consent, the Company shall not be required to assume any Assumed DBC Liabilities arising under such DBC Contract. (b) In connection with those consents that have not been obtained as of the date hereof, DBC and the Company hereby agree that, until any such required consent is obtained, DBC, or approval is not obtained on one or prior to more of its subsidiaries, as appropriate, shall, with the Closing Datereasonable and necessary cooperation of the Company, Seller shall (i) and at the Company's direction, continue to use fulfill any and all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agentobligations and commitments, and (iv) enforce any and perform all rights, of the DBC Companies in connection with any asset, claim or right that constitutes a DBC Asset but for the account of Buyer which any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such required consent or approval had has not been obtained. Nothing in this Section 2.6 , and that the Company shall be deemed a waiver by Buyer of its right entitled to receive an effective assignment of all of the Assetseconomic claims, rights and benefits under such asset, claim or right and DBC shall pay or cause to be paid to the Company all such economic benefits as promptly as practicable following receipt by DBC or any of its subsidiaries. To the extent, and only to the extent, a required consent is received to the transfer of any asset, claim or right, the Company shall be responsible for the Assumed DBC Liabilities, if any, arising under such asset, claim or right.

Consent of Third Parties. Notwithstanding anything to the contrary Nothing in this Agreement, this Agreement shall not constitute be construed as an agreement attempt by the Seller to novate or assign or transfer to the Buyer pursuant to this Agreement any Governmental ApprovalContract, instrumentpermit, contractfranchise, lease, permit claim or other agreement Assets and Properties included in the Business Assets that is by its terms or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer by law nonassignable without the consent of a third any other party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approvalparties, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to unless such consent or approval being obtainedshall have been given, or as to which all the remedies for the enforcement thereof available to the Seller would not by law pass to the Buyer as an incident of the assignments provided for by this Agreement (a “Non-Assignable Contract”). In To the event extent that any such consent in respect of, or approval is a novation of, a Non-Assignable Contract shall not have been obtained on or prior to before the Closing Date, the Seller shall shall, for a period not to exceed one hundred eighty (i180) days following the Closing Date, continue to use all commercially reasonable efforts to obtain any such approval consent or consent novation after the Closing Date until the end of such time as such consent or approval has been obtained without any third party cost to Buyerone hundred eighty (180) day period following the Closing Date, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and the Seller shall cooperate with the Buyer in any lawful reasonable, economically feasible arrangement to provide that the Buyer shall receive the interest of the Seller in the benefits under such Non-Assignable Contract; provided, that such cooperation shall not require the Seller to pay any consideration, incur any costs or expenses or grant any financial accommodation or other benefit. The parties expressly intend and agree that, as between the Buyer and the Seller, the beneficial interest in and to and benefits of the Business Assets pass to the Buyer. The parties further expressly intend and agree that the Buyer, to the extent it receives the benefits referred to in the preceding sentence, shall assume and agree to perform and discharge all Liabilities under any such Governmental ApprovalBusiness Asset as of the Closing, instrumentwhether or not an assignment or transfer can be made, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in Liabilities constitute Assumed Liabilities under this Section 2.6 shall be deemed a waiver by Buyer of its right to receive an effective assignment of all of the AssetsAgreement.

Consent of Third Parties. Notwithstanding anything (a) From time to time following the contrary Closing, Seller and Purchaser shall execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the rights, titles and interests intended to be conveyed to Purchaser under this Agreement and the Transfer Documents and to assure fully to Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Transfer Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement, this Agreement nor the consummation of the transactions contemplated hereby shall not constitute be construed as an attempt or agreement to assign or transfer any Governmental ApprovalPurchased Asset, instrumentincluding any Contract, contractPermit, leaseIntellectual Property, permit certificate, approval, authorization or other agreement right, which by its terms or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer by Law is nonassignable without the consent of a third party would constitute or a breach Governmental Body or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer is cancelable by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to in the event of an assignment (“Nonassignable Assets”) unless and until such consent or approval being shall have been obtained. In the event any such consent or approval is not obtained on or prior ; provided, however, that Seller shall use its best efforts to cooperate with Purchaser at its request for up to 180 days following the Closing DateDate in endeavoring to obtain such consents promptly; and provided further, that such efforts shall not require Seller shall or any of its Affiliates to incur any expenses (iother than de minimis expense) continue or Liabilities or provide any financial accommodation or to use all reasonable efforts remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Purchaser and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or consent after the Closing Date until such time as such consent or approval has been obtained without amendment required to novate all Liabilities under any third party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit and all Purchased Contracts or other agreement Liabilities that constitute Assumed Liabilities or arrangement on behalf to obtain in writing the unconditional release of BuyerSeller and its Affiliates so that, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approvalcase, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in this Section 2.6 Purchaser shall be deemed a waiver by Buyer of its right to receive an effective assignment of all of the Assetssolely responsible for such Liabilities.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any approval of any Governmental ApprovalAuthority, instrument, contract, lease, license, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer the Purchaser or Seller thereunderthe Sellers thereunder or would require payment of any amount by the Sellers to obtain such consent, unless the Purchaser makes any such payment or (other than with respect to approvals of any Governmental Authority) assumes in writing all liabilities relating to, and indemnifies and holds harmless Sellers in respect of, any such breach, violation or adverse effect; and any transfer or assignment to Buyer the Purchaser by Seller the Sellers of any interest under any such Governmental Approval, instrument, contract, lease, license, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtainedobtained and payment by the Purchaser of any amount related to obtaining such consent or approval. Prior to the Closing, Sellers will use all reasonable efforts to obtain the consent of all such third parties, provided that any payment required to be made to obtain such consent shall be made by Purchaser. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller except with respect to any license, lease or other contract requiring payment, the Purchaser and Sellers shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without obtained, and, except with respect to licenses for which there is any third party cost amount to Buyerbe paid, (ii) hold the Sellers will cooperate with the Purchaser in any lawful and economically feasible arrangement to provide that the Purchaser shall receive the interest of the Sellers in the benefits under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease license or permit or other agreement or arrangement, including performance by Seller, the Sellers as agent, if economically feasible and (iv) enforce and perform for legally permitted, provided, that the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer Purchaser shall undertake to pay or satisfy the corresponding liabilities and satisfy the other obligations for the enjoyment of such benefit to the extent Buyer the Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive an effective assignment of all of the Assets.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment or agreement to assign or transfer any Governmental Approvalgovernmental approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights right of Buyer Purchaser or Seller Sellers thereunder; and any transfer or assignment to Buyer Purchaser by Seller Sellers of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires required the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to or simultaneously with the Closing DateClosing, Seller Sellers shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and Sellers will cooperate with Buyer Purchaser in any lawful and economically feasible arrangement to provide that Buyer Purchaser shall receive the interest of Sellers in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including including, without limitation, performance by Seller, Sellers as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, if economically feasible; provided that Buyer Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained. Nothing in this Section 2.6 1(c) shall be deemed a waiver by Buyer Purchaser of its right to receive have received on or before the Closing an effective assignment of all of the AssetsAssets nor shall this Section 1(c) be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1(a).

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit Permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party any Governmental Authority or other Person would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller any Company thereunder; and any transfer or assignment to Buyer by Seller any Company of any interest under any such Governmental Approval, instrument, contract, lease, permit Permit or other agreement or arrangement that requires the consent of a third party any Governmental Authority or other Person shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller the Company which is a party thereto shall (i) continue to use all commercially reasonable efforts to obtain any such approval or consent after the Closing Date until and such time as such consent or approval has been obtained without any third party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) Company will cooperate with Buyer and LSI in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of the Company, as the case may be, in the benefits under any such Governmental Approval, instrument, contract, lease or permit lease, Permit or other agreement or arrangement, including performance by Sellerthe Company, as the case may be, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities Liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Nothing in this Section 2.6 2.8 shall be deemed a waiver by Buyer of its right to receive have received on or before the Closing an effective assignment of all of the AssetsPurchased Assets nor shall this Section 2.8 be deemed to constitute an agreement to exclude from the Purchased Assets any assets described under Section 2.1.

Consent of Third Parties. Notwithstanding anything (a) On the Closing Date, the Seller shall assign to the contrary Buyer, and the Buyer shall assume, the Contracts and the Permits (including the Environmental Permits and pending applications therefor) which are to be transferred to the Buyer as provided in this AgreementAgreement by means of an assignment and assumption agreement substantially in the form of Exhibit C. --------- To the extent that the assignment of all or any portion of any Contract or Permit (including any pending application therefor) shall require the consent of the other party thereto or any other third party, this Agreement shall not constitute an agreement to assign any such Contract or transfer any Governmental Approval, instrument, contract, lease, permit Permit (or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom pending application therefor) if an attempted assignment or transfer or an attempt to make without any such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof (provided that the -------- Seller and each of the Owners agrees to, and agrees to cause their respective subsidiaries to, consent to the assignment to the Buyer of any such Contract or affect adversely Permit (including any pending application therefor) to the extent that such consent is required for such assignment). However, the Seller and each of the Owners agrees that on and after the Closing, it will, at the request and under the reasonable direction of the Buyer, in the name of the Seller, such Owner or otherwise as the Buyer shall specify, at the sole cost and expense of the Seller, use its commercially reasonable efforts (including appointing the Buyer as attorney-in-fact for the Seller or such Owner to proceed at the Buyer's sole cost and expense) to do or cause to be done all such things as shall be necessary and proper (a) to assure that the rights of the Seller under such Contracts and Permits (including any pending application therefor) shall be preserved for the benefit of the Buyer (including any extension or Seller thereunder; and any transfer or assignment to Buyer by Seller renewal of any interest such Contract or Permit) and (b) to facilitate receipt of the consideration to be received by the Seller in and under every such Contract and Permit (including any such Governmental Approvalpending application therefor), instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party which consideration shall be made subject to such consent or approval being obtained. In held for the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agentbenefit of, and (iv) enforce and perform for shall be delivered to, the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtainedBuyer. Nothing in this Section 2.6 1.7 shall be deemed a waiver by in any way diminish any obligation of any Seller or either Owner under this Agreement to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable the Seller to convey or assign good and valid title free and clear of Encumbrances (other than Permitted Encumbrances) to all the Acquired Assets to the Buyer or shall otherwise affect the obligations of its right to receive an effective assignment of all Seller, Owners or Buyer under Section 7.7 hereof, respectively. (b) To the extent that the Permits necessary for the Buyer's operation of the AssetsBusiness as conducted as of the Closing Date have not been transferred to the Buyer or otherwise obtained by the Buyer as of the Closing, the Seller shall allow, to the extent authorized by the terms of such Permits and all Environmental Laws and other applicable Laws, the Buyer to conduct the Business pursuant to the Seller's existing Permits. Regarding each such Permit, the Seller shall allow such use until the Buyer obtains an equivalent Permit; provided, however, the Buyer shall use commercially -------- ------- reasonable efforts to expeditiously obtain such equivalent Permit.

Consent of Third Parties. Notwithstanding anything to To the contrary in this Agreementextent that the sale, conveyance, transfer or assignment of any Asset Management Asset or Equity Interest requires the consent of a third party, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approvalconsummate such sale, instrumentconveyance, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make assignment if such an assignment or transfer without the consent of a third party consummation would constitute a breach or violation thereof or adversely affect adversely the Buyer's rights of Buyer or thereunder. Seller thereunder; and agrees to use its reasonable best efforts (with no obligation to pay any transfer or assignment fee to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event from whom any such consent or approval is not obtained on sought or any costs and expenses of such third party in providing such consent or approval) to obtain such consents prior to the Applicable Closing Date in accordance with Sections 6.04 and 6.12. Except with respect to any Client consents contemplated by Section 6.12, to the extent that any such consent is not obtained prior to the Applicable Closing Date, Seller shall (i) continue Seller shall use reasonable best efforts (with no obligation to use all reasonable efforts pay any fee to any third party from whom any consent or approval is sought or any costs and expenses of such third party in providing such consent or approval) to (A) obtain any such approval or consent after the Applicable Closing Date until Date, (B) to the extent reasonably practicable, provide or cause to be provided to Buyer the benefits of any such time as Asset Management Asset or Equity Interest for which such consent or approval waiver has not been obtained without obtained, (C) cooperate in any third party cost arrangement, reasonable and lawful as to Seller and Buyer, designed to provide such benefits to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (ivD) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit Asset Management Asset or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities Equity Interest for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if which such consent or approval had has not been obtained. Nothing obtained against the other party, including, without limitation, the right to elect to terminate in this Section 2.6 accordance with the terms thereof on the advice of Buyer, and (E) Seller shall be deemed a waiver pay, defend, indemnify and hold Buyer harmless from any liability suffered by Buyer as a result of its right any failure of Seller to receive an effective assignment of all of obtain such consent whether before or after the Assets.Applicable Closing Date; and

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approvalconsent, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller Maxxim thereunder; and any transfer or assignment to Buyer by Seller Maxxim of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller each of Maxxim and Buyer shall (i) continue to use all commercially reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to obtained, and Maxxim will cooperate with Buyer, (ii) hold such Governmental Approvalat Buyer's request and expense, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Maxxim, as the case may be, in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by SellerMaxxim, as the case may, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit benefits to the extent Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Nothing in this Section 2.6 1.5 shall be deemed a waiver by Buyer of its right to receive at the Closing an effective assignment of all of the Assets, to the extent they are assignable by Maxxim, nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any interest in any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer Purchaser or Seller thereunder; and any transfer or assignment to Buyer Purchaser by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent Consent or approval is not obtained on or prior to the Closing Date, Seller each party shall (i) continue to use all reasonable efforts to obtain any such approval or consent Consent after the Closing Date until such time as such consent Consent or approval has been obtained without any third party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or in a lawful and economically feasible arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement so as to provide that Buyer Purchaser shall receive the interest of Seller, as the case may be, in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as the case may be, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that Buyer to the extent the foregoing shall require any action by Seller that would, or would continue to, affect the Division after the Closing, such action shall require the prior written consent of the Purchaser, which consent shall not be unreasonably withheld and provided Purchaser shall undertake to pay or satisfy the corresponding liabilities Liabilities for the enjoyment of such benefit to the extent Buyer Purchaser would have been responsible therefor therefore hereunder if such consent Consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive an effective assignment of all of the Assets.

Consent of Third Parties. Notwithstanding (a) Despite anything to the contrary in this Agreement, this Agreement shall not constitute an assignment or transfer of, or an agreement to assign or transfer transfer, any Governmental Approval, contract, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or would violate any applicable law or regulation, or would otherwise affect adversely the rights of Buyer Allstar or Seller Amherst Southwest thereunder; and any transfer or assignment to Buyer by Seller Allstar of any interest under any such Governmental Approval, contract, instrument, contract, lease, permit or other agreement or arrangement that requires the consent or approval of a third party shall be made subject to such consent or approval being first obtained. (b) Allstar will give any required notices, and the Parties agree to cooperate and use their respective commercially reasonable efforts, in order to obtain necessary third party consents to the sale and transfer of the Acquired Assets as contemplated by this Agreement; provided, however, that with respect to the Acquired Customer Contracts, Allstar shall only be required to notify and seek any necessary approvals from the customers listed on Schedule 7.1(h). Amherst Southwest agrees, if requested by any third party from whom Allstar is seeking such consent, to supply performance bonds in replacement of any current performance bonds supplied by Allstar with respect to any Acquired Customer Contracts. In the event any such consent or approval is not obtained on or prior to before the Closing Date, Seller Allstar and Amherst Southwest shall (i) continue to cooperate and to use all their respective commercially reasonable efforts to obtain such consent for a period of 90 days following the Closing. Neither Allstar nor Amherst Southwest shall be required to pay or incur more than nominal out-of-pocket expenses in obtaining any third party consent or approval, including for consent or processing fees requested by third parties. (c) Each of the Parties will give any notices to, make any filings with, and use its commercially reasonable efforts to obtain any such approval Governmental Approval in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Parties will file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, will use its reasonable commercial efforts to obtain (and Allstar and Amherst Southwest will cause each of their respective Affiliates and Subsidiaries to use their reasonable commercial efforts to obtain) an early termination of the applicable waiting period, and will make (and Allstar and Amherst Southwest will cause each of their respective Affiliates and Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or consent after advisable in connection therewith. (d) With respect to any consents or approvals that are not obtained on or before the Closing Date until such time as such consent or approval has been obtained without Date, Allstar and Amherst Southwest shall cooperate in any third party cost lawful arrangement that is reasonable for both Amherst Southwest and Allstar (considering all relevant factors including practicality, financial burden and risk) to Buyer, (ii) hold provide that Amherst Southwest shall receive the interest of Allstar in the net benefits under any such Governmental Approval, contract, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyeror any claim, right or benefit arising thereunder or resulting therefrom. Such arrangements may include (iiiif lawful and reasonable considering all relevant factors) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, Allstar as agent, and (iv) enforce and perform agent for the account benefit of Buyer any rights Amherst Southwest and the payment by Amherst Southwest (in advance if so requested by Allstar) of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the all corresponding liabilities for the enjoyment of such benefit to the extent Buyer that Amherst Southwest would have been responsible therefor under this Agreement if such the necessary third party consent or approval had been obtained. Allstar and Amherst Southwest agree to use their respective good faith, commercially reasonable efforts to negotiate and document any such arrangements. (e) Nothing in this Section 2.6 2.13 shall be deemed a waiver by Buyer Amherst Southwest or Allstar of their respective rights to have received all necessary consents and approvals required to be obtained under Sections 7.1 and 7.2 of this Agreement as a condition to their respective obligations to proceed with the Closing, except that if Allstar is unable to obtain any such consent due to the refusal of Amherst Southwest to provide the party from whom consent is being sought with copies of its financial statements, then Amherst Southwest shall be deemed to have waived its right to receive an effective assignment the consent of all of the Assetssuch party as a condition to Closing under Section 7.1.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit permit, approval, license or other agreement or arrangement undertaking or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights right of Buyer Purchaser or Seller thereunder; , and any transfer or assignment to Buyer Purchaser by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement undertaking that requires required the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is has not been obtained on or prior to the Closing DateClosing, Seller shall (i) continue to use all commercially reasonable efforts to obtain any such approval or consent as quickly as practicable after the Closing Date until such time as such consent or approval has been obtained without obtained, but in no event shall Seller be required to continue its efforts to obtain any third party cost such consent for more than three (3) months after the Closing. Until any such consent is obtained, Seller and Purchaser will cooperate in any reasonable and lawful arrangement designed to Buyer, (ii) hold give to Purchaser the interest of Seller in the benefits under any such Governmental Approval, instrument, contract, lease, permit permit, approval, license or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangementundertaking, including performance by Seller, Seller as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer Purchaser shall undertake to pay or otherwise satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained. Seller and Purchaser shall bear equally any fees or other costs incurred as a result of the transfer to Purchaser of any License or Contract, other than (i) those fees or costs incurred at or prior to Closing to transfer to Purchaser that certain License Agreement between Disney Consumer Products, a division of Disney Enterprises, Inc. (“Disney”), and Seller dated as of May 5, 2006 (the “Disney License”), which shall be paid by Seller at or before the Closing; provided that Purchaser shall have sole liability for, and shall pay as and when due, any increased fees under the Disney License (including any license or royalty fees) for periods after the Closing that Disney may impose in connection with the transfer of the Disney License, and (ii) the $25,000 transfer fee required to be paid by Purchaser to Mattel, Inc. pursuant to that certain Letter Agreement, dated as of November 1, 2007, between Purchaser and Mattel, Inc. to transfer to Purchaser that certain Fxxxxx Price License Agreement (Contract No. 20921) with an effective date of January 1, 2007 between Mattel, Inc. and Seller, which shall be paid solely by Purchaser. Nothing in this Section 2.6 1.09 shall be deemed a waiver by Buyer of its right to receive constitute an effective assignment of all of agreement to exclude from the AssetsPurchased Assets any assets described under Section 1.01.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunderthereof; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller the transferor shall (i) continue to use all reasonable efforts to obtain any such consent or approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and the transferor will cooperate with Buyer the transferee in any lawful and economically feasible arrangement to provide that Buyer the transferee shall receive the interest of the transferor in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Sellerthe transferor, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that Buyer the transferee shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer the transferee would have been responsible therefor hereunder if such consent or approval had been obtained. The transferor shall pay and discharge, and shall indemnify and hold the transferee harmless from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval whether before or after the Closing Date. Nothing in this Section 2.6 2.7 shall be deemed a waiver by Buyer the transferee of its right to receive have received on or before the Closing an effective assignment of all of the Neptune Assets or the TAS Assets, as the case may be, to the extent provided for in this Agreement, nor shall this Section 2.7 be deemed to constitute an agreement to exclude from the Neptune Assets or the TAS Assets, as the case may be, any assets described under Schedules 1.1(a) or 1.1(b).

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, Permit, instrument, contract, leasecommitment, permit order, license, lease or other agreement or arrangement arrangement, or any claim, right or benefit arising thereunder or resulting therefrom therefrom, in each case relating to the Warehouse Assets or the Warehouse Licenses and Permits, if an assignment or transfer or an attempt to make such an assignment or transfer without the consent or approval of a third party (or without the novation thereof) would constitute a breach or violation thereof or affect adversely the rights of Parent, Seller or Buyer or Seller thereunder; and any transfer or assignment to Buyer by Parent or Seller of any interest under any such Governmental Approval, Permit, instrument, contract, leasecommitment, permit order, license, lease or other agreement or arrangement that requires novation or the consent or approval of a third party shall be made subject to such novation, consent or approval being obtained. In the event If any such novation, consent or approval is not obtained on or prior to the Closing Date, then Parent or Seller shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) reasonably cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive substantially all the benefits under any such Governmental Approval, Permit, instrument, contract, commitment, order, license, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Parent or Seller arising from such Government Approval, Permit, instrument, contract, commitment, order, license, lease, permit or other agreement or arrangement; provided, provided however, that Buyer shall undertake to pay or satisfy the corresponding obligations and liabilities for the enjoyment of such benefit benefits accruing from and after the Closing Date to the extent Buyer would have been responsible therefor as Warehouse Assumed Liabilities under this Agreement if such novation, consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive an effective assignment of all of the Assets.

Consent of Third Parties. Notwithstanding anything that may be to the contrary in this AgreementAgreement (other than the last sentence of this Section 3.4), this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement Business Contract or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent or approval of a third party (or without the novation thereof) would constitute a breach or violation thereof or affect adversely the rights of Buyer Purchaser or Seller any member of the Hatteras Group thereunder; and any transfer or assignment to Buyer Purchaser by Seller such member of the Hatteras Group of any interest under any such Governmental Approval, instrument, contract, lease, permit Approval or other agreement or arrangement Business Contract that requires novation or the consent or approval of a third party shall be made subject to such novation, consent or approval being obtained. In the event If any such novation, consent or approval is not obtained on or prior to the Closing DateClosing, Seller shall the Hatteras Sellers agree to cause such member of the Hatteras Group to (ia) if requested by Purchaser, continue to use all its commercially reasonable efforts for a period of one year following the Closing Date to obtain any such approval or consent after the Closing Date until such time as such novation, consent or approval has been obtained without any third party cost (and to Buyercooperate with Purchaser in connection therewith), (iib) hold such Governmental Approval, instrument, contract, lease, permit Approval or other agreement or arrangement Business Contract on behalf of BuyerPurchaser, (iiic) reasonably cooperate with Buyer Purchaser in any lawful arrangement to provide that Buyer Purchaser shall receive the benefits under any such Governmental Approval, instrument, contract, lease Approval or permit or other agreement or arrangementBusiness Contract, including performance by Sellersuch member of the Hatteras Group, as agent, and (ivd) enforce and perform for the account of Buyer Purchaser any rights of Seller such member of the Hatteras Group arising from such Government ApprovalGovernmental Approval or Business Contract; provided, instrumenthowever, contract, lease, permit or other agreement or arrangement, provided that Buyer nothing contained herein shall undertake require any member of the Hatteras Group to pay any amounts, extend any arrangements, concede anything of value or satisfy guarantee any obligation of Purchaser or file any lawsuits or claims to effectuate the corresponding liabilities for foregoing; provided further however, that any failure of the enjoyment Hatteras Sellers to obtain any such consents shall not be deemed a breach by the Hatteras Sellers of such benefit this Agreement. Subject to compliance with the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing provisions of this Section 3.4, nothing in this Section 2.6 3.4 shall be deemed a waiver by Buyer Purchaser of its right to receive an effective assignment of all of the Assets.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreementherein, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approvalapproval, instrument, contract, lease, permit or other agreement property, asset, or arrangement right included in the Transferred Assets or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the approval, authorization, consent or permit of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer any Tower Entity, any member of the HIG Group, or Seller any CPRE Entity thereunder; and any transfer or assignment to Buyer any Tower Entity by Seller any member of the HIG Group of any interest under any such Governmental Approvalapproval, instrument, contract, lease, permit or other agreement property, asset or arrangement right that requires the approval, authorization, consent or permit of a third party shall be made subject to such consent or approval the same being obtained. In the event any such approval, authorization, consent or approval permit is not obtained on or prior to the Closing Date, Seller CPRE shall, and shall (i) cause the members of the HIG Group to, continue to use all commercially reasonable efforts to obtain any such approval approval, authorization, consent or consent permit after the Closing Date until such time as such approval, authorization, consent or approval permit has been obtained without any third party cost obtained, and CPRE will cooperate, and will cause the members of the HIG Group to Buyercooperate, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer the Tower Entities in any lawful arrangement to provide that Buyer the applicable Tower Entity shall receive the interest of the members of the HIG Group in the benefits under any such Governmental Approvalapproval, instrument, contract, lease or permit or other agreement property, asset or arrangementright, including performance by Seller, CPRE and/or the member of the HIG Group as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementagents, provided that Buyer the applicable Tower Entity shall undertake to pay or satisfy the corresponding liabilities Liabilities for the enjoyment of such benefit to the extent Buyer such Tower Entity, would have been responsible therefor hereunder if such approval, authorization, consent or approval permit had been obtained. Nothing in this Section 2.6 2.8 shall be deemed a waiver by Buyer TRM or any other Tower Entity of its right their respective rights to receive have received on or before the Closing an effective assignment of all of the Assets.Transferred Assets nor shall this Section 2.8 be deemed to constitute an agreement to exclude from the Transferred Assets any properties, assets or rights described in Section 2.2(a). 2.9

Consent of Third Parties. Notwithstanding anything to the contrary Nothing in this Agreement, this Agreement shall not be deemed to constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assign any asset, contract, claim right or other agreement to which any Seller is a party if the attempted assignment or transfer thereof without the consent of a third the other party to such asset, contract, claim right or other agreement would constitute a breach or violation other contravention thereof or of affect in any way adversely the rights of Buyer or any Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event that any such consent or approval Consent required to assign an Assumed Contract is not obtained on or prior to the Closing Date, each Seller shall (i) shall, if requested by Buyer, continue to use all commercially reasonable efforts to obtain any such approval or consent after the Closing Date Consent until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and each Seller will cooperate with Buyer in any lawful and economically feasible arrangement requested by Buyer to provide that Buyer shall receive the interest of each Seller, as the case may be, in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy including the corresponding liabilities continued performance of by such Seller of the obligations and covenants thereunder and the enforcement, for the enjoyment benefit of Buyer, of any and all rights of such benefit Seller against such other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. Sellers shall pay and discharge, and shall indemnify and hold Buyer harmless from and against, any and all out-of-pocket costs of seeking to the extent Buyer would have been responsible therefor if obtain or obtaining any such consent or approval had been obtainedConsent. Nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right rights to receive have received on or before the Closing an effective assignment of all of the AssetsAcquired Assets nor shall this Section 2.6 be deemed to constitute an agreement to exclude from the Acquired Assets any assets described under Section 2.1.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approvalinterest in any Seller Consent, instrumentContract, contractPermit, lease, permit governmental consent or other agreement or arrangement or any claim, right or benefit arising thereunder hereunder or resulting therefrom if in an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental ApprovalSeller Consent, instrumentContract, contractPermit, lease, permit governmental consent or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Seller, as the case may be, in the benefits under any such Governmental ApprovalSeller Consent, instrumentContract, contractPermit, lease or permit or governmental consent other agreement or arrangement, including performance by Seller, as the case may be, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Seller shall pay and discharge, and shall indemnify and hold Buyer harmless from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval whether before or after the Closing Date. Nothing in this Section 2.6 2.3(b) shall be deemed a waiver by Buyer of its right to receive have received on or before the Closing an effective assignment of all of the AssetsPurchased Assets nor shall this Section 2.3(b) be deemed to constitute an agreement to exclude from the Purchased Assets any assets described under Section 2.1.

Consent of Third Parties. Notwithstanding anything to the contrary in ------------------------ this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, claim right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent Consent of a third party would constitute a breach or violation thereof or affect adversely the rights of Buyer Purchaser or Seller thereunder; and any transfer or assignment to Buyer Purchaser by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent Consent of a third party shall be made subject to such consent Consent or approval being obtained. In the event any such consent Consent or approval is not obtained on or prior to the Closing Date, Seller unless the parties hereto shall (i) continue to otherwise agree, Seller, shall use all reasonable efforts to obtain any such approval or consent Consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer Purchaser shall receive the interests of Seller in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided agent without requiring that Buyer Purchaser provide additional consideration; except that Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer Purchaser would have been responsible therefor hereunder if such consent Consent or approval had been obtained. Nothing This provision is subject to the provisions of Paragraph 4.2b. Purchaser shall attempt to obtain releases of Seller from any and all contracting entities releasing Seller from responsibility under such contracts after the Closing Date. Subject to Section 4.2, nothing in this Section 2.6 1.6 shall be deemed a waiver by Buyer Purchaser of its right to receive an effective assignment of all of the AssetsPurchased Assets nor shall this Section 1.6 be deemed to constitute an agreement to exclude from the Purchased Assets any assets set forth in Section 1.1.

Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the rights of the Buyer or Seller thereunder; and any transfer or assignment to the Buyer by Seller the Company of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller the Company shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyerobtained, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) and the Company will cooperate with the Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of the Company, as the case may be, in the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Sellerthe Company, as the case may be, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangementif economically feasible, provided that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor therefore hereunder if such consent or approval had been obtained. The Company shall pay and discharge, and shall indemnify and hold the Buyer harmless from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval whether before or after the Closing Date. Nothing in this Section 2.6 shall be deemed a waiver by the Buyer of its right to receive have received on or before the Closing an effective assignment of all of the AssetsAssets nor shall this Section be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.