Common use of Consent of Third Parties Clause in Contracts

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party to assign to the Company pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the Contributed GPF Assets that is by its terms or by Law nonassignable without the consent of any other party or parties thereto, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party would not by Law pass to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide that the Company shall receive the interest of any GPF Party in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party as agent if economically feasible; provided that the Company shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessary.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party the Company to assign to the Company Buyer pursuant to this Agreement any Contract, Governmental Permitpermit, franchise, claim or asset included in the Contributed GPF Purchased Assets that is by its terms or by Law law nonassignable without the consent of any other party or parties theretoparties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party the Company would not by Law law pass to the Company Buyer as an incident of the assignments provided for by this Agreement (a “"Non-Assignable GPF Contract”"). To the extent that any GPF Seller Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract which is a contract listed on SCHEDULE 4.3 (a "Material Non-Assignable Contract") shall not have been obtained on or before the Closing Date, CGL and the Company Buyer may elect to proceed with the Closing, in which case, the GPF Parties Company shall continue to use best reasonable efforts to obtain any such GPF Seller Required Consent or novation in respect of such Material Non-Assignable Contract after the Closing Date until such time as it shall have been obtained, and the GPF Parties Company shall cooperate with the Company Buyer in any economically feasible arrangement to provide that the Company Buyer shall receive the interest of any GPF Party the Company in the benefits under such Non-Assignable GPF Material Contract, including performance by the relevant GPF Party Company as agent if economically feasible; , provided that the Company Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Material Contract to the extent that the Company Buyer would have been responsible therefor if such consent or approval had been obtained. Each GPF Party The Company shall pay and discharge, and shall indemnify and hold harmless the Company Buyer and its Affiliates from and against, any and all out-of-of- pocket costs of seeking to obtain or obtaining any such GPF Seller Required Consent in respect of such Material Non-Assignable Contract whether before or after the Closing Date. Nothing contained in this Section 2.5 SECTION 2.6 or elsewhere in this Agreement shall be deemed a waiver by the Company Buyer of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Purchased Assets or of the covenant of any GPF Party the Company to obtain all of GPF the Seller Required ConsentsConsents in respect of such Material Non-Assignable Contract, nor shall this Section 2.5 SECTION 2.6 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Purchased Assets any Contracts as to which a GPF Seller Required Consent may be necessary.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party BAM to assign to the Company OpCo pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the BAM Contributed GPF Assets that is by its terms or by Law nonassignable without the consent of any other party or parties theretoparties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party BAM would not by Law pass to the Company OpCo as an incident of the assignments provided for by this Agreement (a “Non-"Non- Assignable GPF Contract”"). To the extent that any GPF Required Consent consent in respect of, or a novation of, a Non-Assignable GPF Contract shall has not have been obtained on or before the Closing Dateobtained, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties BAM shall continue to use best commercially reasonable efforts to obtain any such GPF Required Consent consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties BAM shall use commercially reasonable efforts to cooperate with the Company in any economically feasible arrangement OpCo to provide that the Company OpCo shall receive the interest of any GPF Party BAM in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party BAM as agent if economically feasible; commercially reasonable, provided that the Company OpCo shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company OpCo would have been responsible therefor if such consent or approval had been obtained. Each GPF Party If, despite such efforts, BAM is unable to provide OpCo with the interest of BAM in the benefits under any such Non-Assignable Contract, such Non-Assignable Contract shall pay and dischargenot be included in the BAM Contributed Assets, and the Liabilities under such Non-Assignable Contract shall indemnify not be included in the BAM Assumed Liabilities, in each case until such time as BAM is able to provide OpCo with the interest of BAM in such benefits or BAM obtains the aforesaid consent or novation with respect to the Non-Assignable Contract. Bulk Transfer Laws. Bidder, Bidder Member and hold harmless OpCo each hereby waive compliance by BAM and the Company and its Affiliates from and against, Transferring Partnerships with the provisions of any and all out-of-pocket costs of seeking Laws relating to obtain or obtaining any such GPF Required Consent whether before or after bulk transfer in connection with the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all sale of the BAM Contributed GPF Assets or Assets. BAM shall indemnify OpCo from and against any and all Liabilities (including reasonable attorneys' fees) arising out of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessarynoncompliance with such bulk transfer Laws.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party to assign On the Closing Date, the Seller is assigning to the Company pursuant to this Agreement any ContractBuyer, Governmental Permitand the Buyer is assuming from the Seller, franchise, claim or asset included in the Contributed GPF Assets that is by its terms or by Law nonassignable without Assigned Contracts and the consent of any other party or parties thereto, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party would not by Law pass to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”)Assigned Permits. To the extent that the assignment of all or any GPF Required Consent in respect ofportion of any Assigned Contract or Assigned Permit is prohibited by Law, or the terms of any such Assigned Contract or Assigned Permit require the Consent of another party thereto or any other third-party, which Consent has not been obtained, this Agreement will not constitute an agreement to assign any such Assigned Contract included in the Purchased Assets if an attempted assignment without any such Consent would constitute a novation ofbreach or violation thereof or of Law (the “NonAssignable Contracts”). The Seller shall, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with after the Closing, in which caseat the request and under the direction of the Buyer, use reasonable best efforts (a) to provide the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate Buyer with the Company in any economically feasible arrangement benefits of and to provide that preserve for the Company shall receive benefit of the interest Buyer the rights of any GPF Party in the benefits Seller under such Non-Assignable GPF ContractContracts, including performance by in which case the relevant GPF Party as agent if economically feasible; provided that the Company shall Buyer will undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract Contracts to the extent that the Company Buyer would have been responsible therefor after the Closing if such consent or approval Consent had been obtained. Each GPF Party shall pay , (b) to facilitate receipt of the consideration to be received by the Seller in and dischargeunder every such Non-Assignable Contract to the extent such consideration is attributable to the provision of goods or services by the Buyer as the operator of the Business following the Closing, which consideration will be held for the benefit of, and shall indemnify will be delivered to, the Buyer, and hold harmless (c) to seek all Consents not obtained prior to the Company Closing and its Affiliates from take such other actions as are reasonably necessary and against, reasonably available to the Seller to enable the Seller to convey or assign to the Buyer good and valid title to all of the Purchased Assets free and clear of any and all Encumbrances. The Seller will bear any and all reasonable out-of-pocket costs and expenses of seeking to obtain or obtaining any such GPF Required Consent respecting the assignment of the Non-Assignable Contracts to the Buyer whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessary.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party Xxxxxxxx or the Transferring Entities to assign to the Company HoldCo pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the Xxxxxxxx Contributed GPF Assets that is by its terms or by Law nonassignable without the consent of any other party or parties theretoparties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party Xxxxxxxx or the Transferring Entities would not by Law pass to the Company HoldCo as an incident of the assignments provided for by this Agreement (a “"Non-Assignable GPF Contract”"). To the extent that any GPF Required Consent consent in respect of, or a novation of, a Non-Assignable GPF Contract shall has not have been obtained on or before the Closing Dateobtained, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties Xxxxxxxx shall continue to use best commercially reasonable efforts to obtain any such GPF Required Consent consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties Xxxxxxxx shall use commercially reasonable efforts to cooperate with the Company in any economically feasible arrangement HoldCo to provide that the Company HoldCo shall receive the interest of any GPF Party Xxxxxxxx or the Transferring Entities in the benefits under such Non-Assignable GPF Contract, Contract including performance by Xxxxxxxx or the relevant GPF Party Transferring Entities as agent if economically feasible; commercially reasonable, provided that the Company HoldCo shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company HoldCo would have been responsible therefor if such consent or approval had been obtained. Each GPF Party If, despite such efforts, Xxxxxxxx or the Transferring Entities are unable to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in the benefits under any such Non-Assignable Contract, such Non-Assignable Contract shall pay and dischargenot be included in the Xxxxxxxx Contributed Assets, and the Liabilities under such Non-Assignable Contract shall indemnify and hold harmless not be included in the Company and its Affiliates from and againstXxxxxxxx Assumed Liabilities, any and all outin each case until such time as Xxxxxxxx or the Transferring Entities are able to provide HoldCo with the interest of Xxxxxxxx or the Transferring Entities in such benefits or Xxxxxxxx or the Transferring Entities obtain the aforesaid consent or novation with respect to the Non-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryAssignable Contract.

Consent of Third Parties. (a) Nothing in this This Agreement shall be construed as not constitute an attempt by any GPF Party agreement to assign to the Company pursuant to this Agreement any ContractAcquired Asset (including, Governmental Permitwithout limitation, franchise, any Contract or Lease) or any claim or asset included in the Contributed GPF Assets that is by its terms right or by Law nonassignable any benefit arising thereunder or resulting therefrom if such assignment, without the consent of any other a third party or parties thereto, would constitute a breach or other contravention of such Acquired Asset or in any way adversely affect the rights of the Buyer thereunder. Except as may otherwise be set forth in §5(j) above and §6(h) below, each Party will use its commercially reasonable efforts (but without any payment of money in excess of the Expense Cap, unless required under the terms and conditions of the specific Contract or Lease being assigned, or the incurrence of any additional liability) to obtain the consent of the other parties to any such Acquired Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Buyer as Buyer may request. Except as may otherwise be set forth in §5(j) above and §6(h) below, if such consent or approval shall have been givenis not obtained, or as to which all if an attempted assignment thereof would be ineffective or would adversely affect the remedies for rights of the enforcement thereof available to any GPF Party Buyer thereunder so that the Buyer would not by Law pass in fact receive all such rights, then Acquired Asset Entities and the Buyer will cooperate in a mutually agreeable arrangement, including sub-contracting, sub-licensing, or sub-leasing to the Company as an incident of Buyer, designed to provide the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation Buyer after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate with the Company benefits intended to be assigned to the Buyer with respect to the underlying Acquired Asset, including in any economically feasible arrangement to provide that the Company shall receive the interest case of any GPF Party in the benefits under such Non-Assignable GPF Acquired Asset that is a Contract, including performance by enforcement of rights thereunder at the relevant GPF Party as agent if economically feasible; cost and for the account of the Buyer, and, provided that the Company Buyer receives all such benefits, the Buyer shall undertake to pay or satisfy the corresponding any Assumed Liabilities under the terms of with respect to such Non-Assignable GPF Contract as and when they are due, to the extent that the Company Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement §6(f) shall be deemed a waiver by the Company Buyer of its right to have received on or before the Closing Date an effective assignment of all the Acquired Assets as a condition to Closing under §7(a) hereof. If there shall be any conflict between this §6(f) and the specific provisions of §5(j) above and §6(h) below, the Contributed GPF Assets or provisions of the covenant of any GPF Party to obtain all of GPF Required Consents, nor §5(j) above and §6(h) below shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessarycontrol.

Consent of Third Parties. (a) Nothing Anything in this Agreement to the contrary notwithstanding, this Agreement shall be construed as not constitute an attempt by any GPF Party agreement to assign to the Company pursuant to this any Asset (including, without limitation, any Commerce Agreement or any Contract, Governmental interest of Commerce in any Commerce Permit, franchise, ) or any claim or asset included in the Contributed GPF Assets that is by its terms right or by Law nonassignable any benefit arising thereunder or resulting therefrom if such assignment, without the consent of any other a third party or parties thereto, unless would constitute a breach or other contravention of such consent Asset or approval shall have been givenin any way adversely affect the rights of Cygne thereunder. Each of Commerce, the Members and Cygne will use their best efforts (but without any payment of money or as to which all the remedies for the enforcement thereof available to incurrence of any GPF Party would not additional liability by Law pass them except to the Company as extent the terms of any Commerce Agreement requires Commerce to pay or incur any costs in connection with an incident assignment of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with the Closingsuch agreement, in which case, the GPF Parties case Commerce shall continue to use best reasonable efforts pay such costs) to obtain the consent of the other parties to any such GPF Required Consent Asset or novation any claim or right or any benefit arising thereunder for the assignment thereof to Cygne as Cygne may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Cygne thereunder so that Cygne would not in fact receive all such rights, Commerce and Cygne will cooperate in a mutually agreeable arrangement, including sub-contracting, sub-licensing or sub-leasing to Cygne, designed to provide Cygne after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate with the Company benefits intended to be assigned to Cygne with respect to the underlying Asset, including in any economically feasible arrangement to provide that the Company shall receive the interest case of any GPF Party in Asset that is a Commerce Agreement, enforcement of rights thereunder at the benefits under cost and for the account of Cygne, and, provided Cygne receives all such Non-Assignable GPF Contractbenefits, including performance by the relevant GPF Party as agent if economically feasible; provided that the Company Cygne shall undertake to pay or satisfy the corresponding Liabilities under the terms of any liabilities with respect to such Non-Assignable GPF Contract Commerce Agreement as and when they are due, to the extent that the Company Cygne would have been responsible therefor hereunder if such consent or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement 1.7 shall be deemed a waiver by the Company Cygne of its right to have received on or before the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required ConsentsAssets, nor shall this Section 2.5 or any other provision of this Agreement 1.7 be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryassets described in Section 1.1.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party Seller to assign to the Company Buyer pursuant to this Agreement any Contract, Governmental Permitpermit, franchise, claim or asset Asset included in the Contributed GPF Purchased Assets that is by its terms or by Law law nonassignable without the consent of any other party or parties theretoparties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party Seller would not by Law law pass to the Company Buyer as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Seller Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties Seller shall continue to use its reasonable best reasonable efforts to obtain any such GPF Seller Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties Seller shall cooperate with the Company Buyer in any economically feasible arrangement to provide that the Company Buyer shall receive the interest of any GPF Party Seller in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party Seller as agent if economically feasible; provided that the Company Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company Buyer would have been responsible therefor if such consent or approval had been obtained. Each GPF Party Seller shall pay and discharge, and shall indemnify and hold harmless the Company Buyer and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Seller Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 2.7 or elsewhere in this Agreement shall be deemed a waiver by the Company Buyer of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Purchased Assets or of the covenant of any GPF Party Seller to obtain all of GPF the Seller Required Consents, nor shall this Section 2.5 2.7 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Purchased Assets any Contracts as to which a GPF Seller Required Consent may be necessary.

Consent of Third Parties. (a) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt by any GPF Party or agreement to assign to the Company pursuant to this Agreement any Purchased Asset, including any Contract, Governmental Permit, franchiseIntellectual Property, claim certificate, approval, authorization or asset included in the Contributed GPF Assets that is other right, which by its terms or by Law is nonassignable without the consent of any other a third party or parties thereto, a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent or approval shall have been givenobtained. Seller shall, or as and shall cause its Affiliates to, use its commercially reasonable best efforts to which all the remedies for the enforcement thereof available cooperate with Buyer at its request in endeavoring to any GPF Party would not by Law pass to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”)obtain such consents promptly. To the extent that any GPF Required Consent permitted by applicable Law, in respect ofthe event consents to the assignment thereof cannot be obtained, or a novation ofsuch Nonassignable Assets shall be held, a Non-Assignable GPF Contract shall not have been obtained on or before as of and from the Closing Date, CGL by Seller or the applicable Affiliate of Seller in trust for Buyer and the Company covenants and obligations thereunder shall be performed by Buyer in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Seller’s expense such actions in its name or otherwise as Buyer may elect reasonably request so as to proceed provide Buyer with the Closingbenefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer all money or other consideration received by it in which case, the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after respect of all Nonassignable Assets. As of and from the Closing Date until such time as it shall have been obtainedDate, Seller on behalf of itself and its Affiliates authorizes Buyer, to the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide that the Company shall receive the interest of any GPF Party in the benefits under such Non-Assignable GPF Contract, including performance extent permitted by the relevant GPF Party as agent if economically feasible; provided that the Company shall undertake to pay or satisfy the corresponding Liabilities under applicable Law and the terms of such Non-Assignable GPF Contract the Nonassignable Assets, at Buyer’s expense, to perform all the extent that obligations and receive all the Company would have been responsible therefor if such consent benefits of Seller or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from under the Nonassignable Assets and against, any and all outappoints Buyer its attorney-ofin-pocket costs of seeking fact to obtain act in its name on its behalf or obtaining any such GPF Required Consent whether before or after in the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all name of the Contributed GPF Assets or applicable Affiliate of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessarySeller and on such Affiliate’s behalf with respect thereto.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party or agreement to assign to the Company pursuant to this Agreement any Contractasset, Governmental Permitcontract, franchiselease, claim permit, license or asset other right which would otherwise be included in the Contributed GPF Purchased Assets that but which is by its terms or by Law nonassignable law non-assignable without the consent of any the other party or parties thereto, thereto or any Governmental Authority unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available enjoyed by any Transferor or the Business would not, as a matter of law, pass to any GPF Party would not by Law pass to the Company Transferee as an incident of the assignments provided for by this Agreement (a “the "NON-ASSIGNABLE ASSETS"). Each Transferor agrees to use Reasonable Efforts to obtain such consent or consents promptly. At such time as any Non-Assignable GPF Contract”). To Asset is properly assigned to the extent that any GPF Required Consent in respect ofappropriate Transferee, or a novation of, a such Non-Assignable GPF Contract Asset shall not have been obtained on or before become a Purchased Asset. Following the Closing Date, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide that the Company shall receive the interest of any GPF Party in the benefits under such Non-Assignable GPF ContractAssets may be properly assigned to the appropriate Transferee, including performance by the relevant GPF Party as agent if economically feasible; provided that the Company shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract Assets shall be held in trust for the appropriate Transferee and the covenants and obligations thereunder shall be performed by the appropriate Transferee in the name of the Transferor, and all benefits and obligations existing thereunder shall be for the account of the appropriate Transferee. During such period, the Transferor shall take or cause to be taken such action in its name or otherwise as the appropriate Transferee may reasonably request, at the appropriate Transferee's expense, so as to provide the appropriate Transferee with the benefits of the Non-Assignable Assets and to effect collection of money or other consideration to become due and payable under the Non-Assignable Assets, and the Transferor shall promptly pay over to the appropriate Transferee all money or other consideration received by it (or its Affiliates) in respect of all Non-Assignable Assets. Following the Closing, the Transferor authorizes the appropriate Transferee, to the extent that permitted by applicable law and the Company would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and dischargeterms of the Non-Assignable Assets, and shall indemnify and hold harmless at the Company and its Affiliates from and againstappropriate Transferee's expense, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of perform all of the Contributed GPF Assets or obligations and receive all of the covenant benefits under the Non-Assignable Assets and appoints the appropriate Transferee its attorney-in-fact to act in its name on its behalf (and on behalf of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryits Affiliates) with respect thereto.

Consent of Third Parties. (a) Nothing Anything in this Agreement to the ------------------------ contrary notwithstanding, this Agreement shall be construed as not constitute an attempt by any GPF Party agreement to assign to any of the Company pursuant to this Agreement Contracts or Permits or any Contract, Governmental Permit, franchise, claim or asset included in the Contributed GPF Assets that is by its terms right or by Law nonassignable any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of any other party or parties a third Person thereto, unless would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer thereunder. Seller will use reasonable best efforts to obtain the consent of the other parties to any such Contract or Permit for the assignment thereof to Buyer. If such consent or approval shall have been givenis not obtained prior to the Closing, or as to which all if an attempted assignment thereof would be ineffective or would adversely affect the remedies for the enforcement thereof available to any GPF Party rights of Seller thereunder so that Buyer would not by Law pass in fact receive all such rights, Seller and Buyer will cooperate to achieve a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder (but only to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not such obligations would have been obtained constituted Assumed Liabilities if such assignment occurred on or before the Closing Date, CGL ) from and the Company may elect to proceed with the Closing, in which case, the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate in accordance with the Company in any economically feasible arrangement to provide that the Company shall receive the interest of any GPF Party in the benefits under such Non-Assignable GPF Contractthis Agreement, including performance subcontracting, sublicensing or subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations to the same extent as if it would have constituted an Assumed Liability and any and all rights of Seller against a third Person thereto. Seller will pay promptly to Buyer when received all monies received by Seller after the relevant GPF Party as agent if economically feasible; provided that Closing Date under any of the Company shall undertake to pay Contracts or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract any claim or right or any benefit arising thereunder to the extent that Buyer would be entitled thereto pursuant hereto. In addition, without limiting the foregoing, Buyer agrees that to the extent any of the service agreements listed on Part A of Schedule 3.6(a) that Seller is a party to with respect to Tetra-Chlor, Inc., Liquid Carbonic Industries Corporation, Bio-Lab, Inc. or Fertilizer Acquisition Company would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking III are not assigned to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received Buyer on the Closing Date an effective assignment of all as a result of the Contributed GPF Assets or of the covenant of any GPF Party failure to obtain all any required third party consent, Buyer shall assume Seller's obligations thereunder to the same extent as if it would have constituted an Assumed Liability to provide such services on behalf of GPF Required ConsentsSeller as Seller's subcontractor, nor and Seller shall enforce its rights under such service agreements for the benefit of Buyer. The provisions of this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from 2.7 shall in no way limit the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryClosing condition set forth in Section 6.1(c).

Consent of Third Parties. (a) Nothing Anything in this Agreement to the contrary notwithstanding, this Agreement shall be construed as not constitute an attempt by any GPF Party agreement to assign to any of the Company pursuant to this Agreement Contracts or Permits or any Contract, Governmental Permit, franchise, claim or asset included in the Contributed GPF Assets that is by its terms right or by Law nonassignable any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of any other party or parties a third Person thereto, unless would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer thereunder. Seller will use reasonable best efforts to obtain the consent of the other parties to any such Contract or Permit for the assignment thereof to Buyer. If such consent or approval shall have been givenis not obtained prior to the Closing, or as to which all if an attempted assignment thereof would be ineffective or would adversely affect the remedies for the enforcement thereof available to any GPF Party rights of Seller thereunder so that Buyer would not by Law pass in fact receive all such rights, Seller and Buyer will cooperate to achieve a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder (but only to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not such obligations would have been obtained constituted Assumed Liabilities if such assignment occurred on or before the Closing Date, CGL ) from and the Company may elect to proceed with the Closing, in which case, the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate in accordance with the Company in any economically feasible arrangement to provide that the Company shall receive the interest of any GPF Party in the benefits under such Non-Assignable GPF Contractthis Agreement, including performance subcontracting, sublicensing or subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations to the same extent as if it would have constituted an Assumed Liability and any and all rights of Seller against a third Person thereto. Seller will pay promptly to Buyer when received all monies received by Seller after the relevant GPF Party as agent if economically feasible; provided that Closing Date under any of the Company shall undertake to pay Contracts or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract any claim or right or any benefit arising thereunder to the extent that Buyer would be entitled thereto pursuant hereto. In addition, without limiting the foregoing, Buyer agrees that to the extent any of the service agreements listed on Part A of Schedule 3.6(a) that Seller is a party to with respect to Tetra-Chlor, Inc., Liquid Carbonic Industries Corporation, Bio-Lab, Inc. or Fertilizer Acquisition Company would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking III are not assigned to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received Buyer on the Closing Date an effective assignment of all as a result of the Contributed GPF Assets or of the covenant of any GPF Party failure to obtain all any required third party consent, Buyer shall assume Seller's obligations thereunder to the same extent as if it would have constituted an Assumed Liability to provide such services on behalf of GPF Required ConsentsSeller as Seller's subcontractor, nor and Seller shall enforce its rights under such service agreements for the benefit of Buyer. The provisions of this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from 2.7 shall in no way limit the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessary.Closing condition set forth in Section 6.1(c). 2.8

Consent of Third Parties. (a) Nothing Notwithstanding anything in this Agreement shall be construed as to the contrary, this Agreement will not constitute an attempt by any GPF Party agreement to assign to any of the Company pursuant to this Agreement Assumed Contracts or any Contract, Governmental Permit, franchise, claim or asset included right or any benefit arising thereunder or resulting therefrom if the assignment thereof is adjudicated by a court of competent jurisdiction to be a breach or contravention thereof or if such assignment is adjudicated by a court of competent jurisdiction to be ineffective or requiring consent of a party to any such Assumed Contract (a “Required Consenting Party”) (each, an “Assignment Rejection”). In the event of an Assignment Rejection or in the Contributed GPF Assets event that is by its terms a controversy arises between Buyer or by Law nonassignable without a Seller and a party to an Assumed Contract claiming that the assignment of such Assumed Contract was ineffective, or requires the consent of such party (such party an “Objecting Party”), then each Seller shall use their commercially reasonable efforts to obtain the consent of any other party Required Consenting Party or parties theretoany Objecting Party for the assignment to Buyer of any such Assumed Contract. If a subsequent consent to the assignment of such Assumed Contract could not be obtained from a Required Consenting Party, unless thereby resulting in Buyer not in fact receiving all of the rights and benefits of such consent or approval shall have been givenAssumed Contract, or as each Seller shall, from and after the consummation of the Closing or, with respect to which any Optional Pro Elite Contract, from and after the Election Date, provide Buyer with all the remedies for the enforcement thereof available to any GPF Party would not by Law pass to the Company as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL rights and the Company may elect to proceed with the Closing, in which case, the GPF Parties shall continue to use best reasonable efforts to obtain any such GPF Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties shall cooperate with the Company in any economically feasible arrangement to provide that the Company shall receive the interest of any GPF Party in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party as agent if economically feasible; provided that the Company shall undertake to pay or satisfy the corresponding Liabilities under Assumed Contract so affected consistent with the terms of such Non-Assignable GPF Assumed Contract, as if such Assumed Contract had been effectively assigned to Buyer at Closing or, with respect to any Optional Pro Elite Contract, on the Election Date, and Buyer agrees to perform at its sole expense all of the obligations of the applicable Seller (excluding any Unassumed Liabilities) arising after Closing or, with respect to any Optional Pro Elite Contract, on or after the Election Date. Each Seller shall pay promptly to Buyer when received all monies received by a Seller, from and after the consummation of the Closing, under any of the Assumed Contracts or any claim or right or any benefit arising thereunder to the fullest extent that Buyer would be entitled thereto pursuant hereto as if all assignments are effective as of the Closing. In addition, each Seller shall direct in writing (in form and content previously approved by Buyer) each paying party to any Assumed Contract that has not been effectively assigned to Buyer to pay all amounts payable under such Contract directly to Buyer. Each Seller shall also supply to Buyer any and all services of any party to an Assumed Contract consistent with the terms of such Assumed Contract to the fullest extent that Buyer would be entitled thereto pursuant hereto as if all assignments are effective as of the Company would have been responsible therefor if such consent or approval had been obtainedClosing or, with respect to any Optional Pro Elite Contract, from and after the Election Date. Each GPF Seller hereby agrees that it shall not use any of the Assumed Contracts for its benefit. From and after the consummation of the Closing, if and when any such required consents from a Required Consenting Party shall pay be obtained, the Sellers shall promptly assign their rights thereunder to Buyer without payment of consideration and dischargeBuyer shall, without payment of any consideration therefor, assume from and after the date of such assignment the obligations thereunder arising exclusively from, and accruing exclusively with respect to, the period after such assignment and assumption (but only to the extent such obligations would constitute Assumed Liabilities). Buyer shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude make no claim against Seller solely arising from the Contributed GPF Assets any Contracts as Sellers’ inability to which assign an Assumed Contract with a GPF ProElite Fighter who is a Required Consent may be necessaryConsenting Party in connection with an Assignment Rejection.

Consent of Third Parties. (a) Nothing in this Agreement shall be ------------------------ construed as an attempt by any GPF Party BAM to assign to the Company OpCo pursuant to this Agreement any Contract, Governmental Permit, franchise, claim or asset included in the BAM Contributed GPF Assets that is by its terms or by Law nonassignable without the consent of any other party or parties theretoparties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party BAM would not by Law pass to the Company OpCo as an incident of the assignments provided for by this Agreement (a “"Non-Assignable GPF Contract”"). To the extent ----------------------- that any GPF Required Consent consent in respect of, or a novation of, a Non-Assignable GPF Contract shall has not have been obtained on or before the Closing Dateobtained, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties BAM shall continue to use best commercially reasonable efforts to obtain any such GPF Required Consent consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties BAM shall use commercially reasonable efforts to cooperate with the Company in any economically feasible arrangement OpCo to provide that the Company OpCo shall receive the interest of any GPF Party BAM in the benefits under such Non-Assignable GPF Contract, including performance by the relevant GPF Party BAM as agent if economically feasible; commercially reasonable, provided that the Company OpCo shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable GPF Contract to the extent that the Company OpCo would have been responsible therefor if such consent or approval had been obtained. Each GPF Party If, despite such efforts, BAM is unable to provide OpCo with the interest of BAM in the benefits under any such Non-Assignable Contract, such Non-Assignable Contract shall pay and dischargenot be included in the BAM Contributed Assets, and the Liabilities under such Non-Assignable Contract shall indemnify and hold harmless not be included in the Company and its Affiliates from and againstBAM Assumed Liabilities, any and all outin each case until such time as BAM is able to provide OpCo with the interest of BAM in such benefits or BAM obtains the aforesaid consent or novation with respect to the Non-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 or elsewhere in this Agreement shall be deemed a waiver by the Company of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Assets or of the covenant of any GPF Party to obtain all of GPF Required Consents, nor shall this Section 2.5 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Assets any Contracts as to which a GPF Required Consent may be necessaryAssignable Contract.

Consent of Third Parties. (a) Nothing in this Agreement shall be construed as an attempt by any GPF Party Seller to assign to the Company Buyer pursuant to this Agreement any Seller Contract, Governmental Permitpermit, franchise, claim or asset Asset included in the Contributed GPF Purchased Assets that is by its terms expressly or implicitly or by Law law nonassignable without the consent of any other party or parties theretoparties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to any GPF Party Seller would not by Law law pass to the Company Buyer as an incident of the assignments provided for by this Agreement (a “Non-Assignable GPF Contract”). To the extent that any GPF Seller Required Consent in respect of, or a novation of, a Non-Assignable GPF Contract shall not have been obtained on or before the Closing Date, CGL and the Company may elect to proceed with the Closing, in which case, the GPF Parties Seller shall at its sole expense continue to use best reasonable its Commercially Reasonable efforts to obtain any such GPF Seller Required Consent or novation after the Closing Date until such time as it shall have been obtained, and the GPF Parties Seller shall cooperate with the Company Buyer in any economically feasible Commercially Reasonable arrangement to provide that the Company Buyer shall receive the interest of any GPF Party Seller in the benefits under each such Non-Assignable GPF Contract, including performance performance, to the extent permitted by the relevant GPF Party applicable Law, by Seller as agent if economically feasibleCommercially Reasonable; provided that that, so long as Seller shall provide to Buyer substantially all the Company benefits of each such Non-Assignable Contracts, Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of each such Non-Assignable GPF Contract (or such lesser amount corresponding to the value of benefits actually provided to Buyer by Seller with respect to such Non-Assignable Contract) to the extent that the Company Buyer would have been responsible therefor if such consent or approval had been obtained. Each GPF Party shall pay and discharge, and shall indemnify and hold harmless the Company and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such GPF Required Consent whether before or after the Closing Date. Nothing contained in this Section 2.5 2.4 or elsewhere in this Agreement shall be deemed a waiver by the Company Buyer of its right to have received on the Closing Date an effective assignment of all of the Contributed GPF Purchased Assets or of the covenant of any GPF Party Seller to obtain all of GPF Seller Required Consents, nor shall this Section 2.5 2.4 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Contributed GPF Purchased Assets any Contracts as to which a GPF Seller Required Consent may be necessary.