Common use of Consents and Waivers; Further Assurances Clause in Contracts

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any contract or right of the Seller, Permit, or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, or delivered without the consent or waiver of a third party or Governmental Authority unless and until such consent or waiver shall be given. The Seller shall use its reasonable best efforts, and the Buyer shall cooperate reasonably with the Seller, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller shall continue to use its reasonable best efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, 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 any contract or right of the Seller, Permit, or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; 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 consents or waivers had been obtained. (b) From time to time, whether before, at or following the Closing, the Seller and the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the Ancillary Agreements and to assure fully to the Seller the assumption of the liabilities and obligations intended to be assumed by the Buyer pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any contract or right of the Seller, Permit, or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a third party Third Party or Governmental Authority Entity unless and until such consent or waiver shall be given. The Prior to the Closing, Seller and Purchaser shall use its commercially reasonable best effortsefforts (but without the requirement of any payment by Purchaser, and the Buyer shall cooperate reasonably with the Seller, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer Purchaser all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller shall continue for a period of 180 days following the Closing to use its commercially reasonable best efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, and the waivers. Seller will cooperate with the Buyer Purchaser in any lawful and economically feasible arrangement to provide that Purchaser with the Buyer shall receive benefit of the interest of the Seller had in the benefits under any such any contract or right of the Seller, Permit, or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, however, that the Buyer Purchaser shall undertake to pay or satisfy the corresponding liabilities Liabilities for the enjoyment of such benefit to the extent the Buyer Purchaser would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset shall be deemed an Excluded Asset and Seller shall have no further obligation to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under this Agreement with respect to such Excluded Asset(s). (b) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Purchased Asset that is required to be retained by Seller to perform Seller’s obligations under the Transition Services Agreement and set forth on Schedule 2.6(b). Following the conclusion of applicable services under the Transition Services Agreement, Seller shall transfer and assign any such Purchased Assets to Purchaser, subject in each case to Seller’s use of commercially reasonable efforts to obtain, and receipt of, any necessary third party Consents to effect such transfer and assignment (but without the requirement of any payment by Purchaser, Seller or a Specified Affiliate). During the term of the Transition Services Agreement, Seller will cooperate with Purchaser in any lawful and economically feasible arrangement to provide Purchaser with the benefit of the interest Seller or its Affiliate has in the Purchased Asset, including performance by Seller, if economically feasible, as agent; provided, however, that, solely with respect to any such Purchased Assets from which Purchaser will, pursuant to Seller’s performance of or upon the conclusion of the Transition Services Agreement, receive the benefits thereof, Purchaser shall undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent Purchaser would have been responsible therefor hereunder if such Purchased Asset had been transferred and assigned. Thereafter, subject to Section 5.15, any unassigned Purchased Asset shall be deemed an Excluded Asset and Seller shall have no further obligation to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under this Agreement or any Ancillary Agreement with respect to such Excluded Asset. (c) From time to time, whether before, at or following the Closing, the Seller and the Buyer Purchaser shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instrumentsinstruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreement, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser all the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the Ancillary Agreements Purchased Assets and to assure fully to the Seller the assumption of the liabilities and obligations Liabilities intended to be assumed by the Buyer Purchaser pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign assign, transfer or deliver any contract or right of the SellerSeller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority unless and until such consent or waiver shall be given. The Seller Companies and the Stockholder shall use its reasonable their best efforts, and the Buyer shall cooperate reasonably with the Seller, efforts to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any all other consents and waivers necessary to convey to the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing DateClosing, the Seller Companies and the Stockholder shall continue to use its reasonable their best efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, and the Seller Companies and the Stockholder will cooperate with the Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of the relevant Seller Company in the benefits under any such any contract or right of the SellerSeller Contract, Permit, Right or other Purchased Asset, including performance by the Sellersuch Seller Company, if economically feasible, as agent; 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 consents or waivers had been obtained. (b) From time to time, whether before, at or time following the Closing, the Seller and the Buyer parties hereto shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer all of the assets, properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the Ancillary Agreements Agreements, and to assure fully to the Seller Companies the assumption of the liabilities and obligations intended to be assumed by the Buyer pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and therebyTransactions.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements Transaction Documents shall be construed as an agreement to assign lease, sell, assign, transfer or deliver any contract or right of the SellerTalisker Contract, Permit, Right or other Purchased Asset Property that by its terms or pursuant to applicable Law is not capable of being leased, sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority unless and until such consent or waiver shall be given. The Seller Talisker shall use its commercially reasonable best efforts, and the Buyer shall cooperate reasonably with the SellerTalisker, to obtain such consents and waivers and to resolve the impediments to the lease, sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements Transaction Documents and to obtain any other consents and waivers necessary to convey to the Buyer all of the Purchased Business Assets. In the event any such consents or waivers required to consummate the Transactions are not obtained prior to the Closing Date, the Seller Talisker shall continue to use its commercially reasonable best efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, and the Seller Talisker will cooperate with the Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of the Seller Talisker in the benefits under any such any contract or right of the SellerTalisker Contract, Permit, Right or other Purchased AssetProperty, including performance by the SellerTalisker, if economically feasible, as agent; 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 consents or waivers had been obtained. Nothing in this Section 2.5(a) shall affect Buyer’s right to terminate this Agreement under Section 9.1 in the event that any consent listed on Exhibit II is not obtained. In addition, the parties acknowledge and agree that the arrangements set forth on Exhibit II with respect to certain of the consents listed on such exhibit are arrangements that Buyer may implement in its sole discretion, but subject to the terms, conditions and limitations set forth on Exhibit II, if it waives in whole or in part the condition to closing set forth in Section 7.3(b) with respect to such identified consents. (b) From time to time, whether before, at or following the Closing, the Seller Talisker, Talisker PropCo and the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed conveyed, sold, leased, assigned, transferred or delivered to the Buyer under this Agreement and the Ancillary Agreements Transaction Documents and to assure fully to Talisker the Seller performance of the undertakings and the assumption of the liabilities and obligations intended to be undertaken and assumed by the Buyer pursuant to this Agreement and the Ancillary AgreementsTransaction Documents, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby. (c) The parties hereby agree and acknowledge that Talisker PropCo and TCFC make no representations or warranties under this Agreement, provided, however, that Talisker PropCo and TCFC will cooperate with Talisker and Buyer to the extent action by Talisker PropCo or TCFC is necessary to consummate any of the transactions contemplated hereby and/or to cure a breach of any Talisker Fundamental Representation related to lands owned by Talisker PropCo. In addition, Talisker PropCo (but not TCFC) shall make no distribution of cash or other assets to its members or its Affiliates following notice from Buyer of a claim for indemnification pursuant to and in accordance with the provisions of Article VIII seeking an amount which, when added to all previously demanded amounts, exceeds Two Million Dollars ($2,000,000), until such time and except to the extent such claim is satisfied by Talisker PropCo or its Affiliates, withdrawn or released by Buyer or determined by final court order not to be payable by Talisker PropCo.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement Agreement, the Purchaser Ancillary Agreements or the Seller Ancillary Agreements shall be construed as an agreement or obligation to assign any contract or right of the Seller, Permit, or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority Entity unless and until such consent or waiver shall be given. The Seller shall use its reasonable best efforts, and the Buyer shall cooperate reasonably with the Seller, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller Parties shall, and the Purchaser shall continue cooperate reasonably with the Seller Parties to, obtain such consents and waivers and to use its reasonable best efforts resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement, the Purchaser Ancillary Agreements or the Seller Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the relevant consents or waivers Purchaser all of the Purchased Assets until such consents or waivers are obtained; provided, and however, that neither Party shall be required to make any payment to a third party in order to obtain its consent. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller Parties will cooperate with the Buyer Purchaser in any lawful arrangement and economically feasible arrangement for a reasonable period following the Closing to provide that the Buyer Purchaser shall receive the interest of the Seller in the benefits under any such any contract or right of the Seller, Permit, or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, that the Buyer Purchaser shall undertake to pay or satisfy the any corresponding liabilities Liabilities for the enjoyment of such benefit to the extent the Buyer Purchaser would have been responsible therefor hereunder if such consents or waivers had been obtained. (b) From time to time, whether before, at or following Following the Closing, the Seller and the Buyer Purchaser shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer Purchaser all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer Purchaser under this Agreement Agreement, the Purchaser Ancillary Agreements and the Seller Ancillary Agreements and to assure fully to the Seller the assumption of the liabilities and obligations Liabilities intended to be assumed by the Buyer Purchaser pursuant to this Agreement Agreement, the Purchaser Ancillary Agreements and the Seller Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any contract or right of the SellerTransferred Contract, Permit, right or other Purchased Transferred Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority unless and until such consent or waiver shall be given. The Seller Selling Parties shall use its their respective commercially reasonable best efforts, and the Buyer Xxxxx-Xxxxxx shall cooperate reasonably with the SellerSelling Parties, to obtain such consents and waivers and to resolve the any impediments to the sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer Xxxxx-Xxxxxx all of the Purchased Transferred Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller Selling Parties shall continue to use its their respective commercially reasonable best efforts to obtain the relevant consents or waivers until such consents or waivers are obtainedwaivers, and the Seller Selling Parties will reasonably cooperate with the Buyer Xxxxx-Xxxxxx in any lawful and economically feasible arrangement to provide that the Buyer Xxxxx-Xxxxxx shall receive the interest of the Seller Selling Parties in the benefits under any such any contract or right of the SellerTransferred Contract, Permit, right or other Purchased Transferred Asset, including performance by the SellerSelling Parties, if economically feasible, as agent; 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 consents or waivers had been obtained. (b) From time to time, whether before, at or following the Closing, the Seller Selling Parties and the Buyer Xxxxx-Xxxxxx shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to the Buyer Xxxxx-Xxxxxx all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer Xxxxx-Xxxxxx under this Agreement and the Ancillary Agreements and to assure fully to the Seller Selling Parties the assumption of the liabilities and obligations Liabilities intended to be assumed by the Buyer Xxxxx-Xxxxxx pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any contract or right of the SellerSeller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority unless and until such consent or waiver shall be given. The Seller shall use its commercially reasonable best effortsefforts (but shall not be required to make payments to such third party or Governmental Authority), and the Buyer shall cooperate reasonably with the Seller, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, to the extent it is reasonably likely that such consent or waiver can be obtained using commercially reasonable efforts, the Seller shall continue to use its commercially reasonable best efforts (but shall not be required to make payments to such third party or Governmental Authority) to obtain the relevant consents or waivers until such consents or waivers are obtained, 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 any contract or right of the SellerSeller Contract, Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; 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 consents or waivers had been obtained. Nothing in this Section 2.5(a) shall affect the Buyer’s right to terminate this Agreement under Section 9.1 in the event that any consent or waiver as described herein is not obtained. (b) From time to time, whether before, at or following the Closing, the Seller and the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the Ancillary Agreements and to assure fully to the Seller the assumption of the liabilities and obligations intended to be assumed by the Buyer pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any contract or right of the SellerBusiness Contract, Permit, Right or other Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority unless and until such consent or waiver shall be given. The Except as contemplated in the Master Reseller and Subcontractor Agreement, the Seller shall use its commercially reasonable best effortsefforts (including the dedication of resources thereto, but without any obligation to commence litigation or offer or grant any financial or other accommodation to any third party), and the Buyer shall cooperate reasonably with the Seller, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller shall continue to use its commercially reasonable best efforts (including the dedication of resources thereto, but without any obligation to commence litigation or offer or grant any financial or other accommodation to any third party) to obtain the relevant consents or waivers until such consents or waivers are obtained, and the Seller will cooperate with the Buyer in any lawful and economically feasible arrangement arrangement, including performance by the Seller as agent for such period of time as may be necessary, to provide that the Buyer shall receive the interest of the Seller in the benefits under any such any contract or right of the SellerBusiness Contract, Permit, Right or other Purchased Asset, including performance by any funds, goods or other benefits due under such Business Contract, Right or other Purchased Asset to the Seller, extent the Buyer would have been entitled thereto if economically feasible, as agentsuch consents or waivers had been obtained; 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 consents or waivers had been obtained. Nothing in this Section 2.5(a) shall affect the Buyer’s right to terminate this Agreement under Section 9.1 in the event that any consent or waiver as described herein is not obtained. (b) From time to time, whether before, at or following the Closing, the Seller and the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the Ancillary Agreements and to assure fully to the Seller the assumption of the liabilities and obligations intended to be assumed by the Buyer pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any contract or right of the Seller, Permit, or other Purchased Asset or Assumed Liability that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party Third Party or Governmental Authority unless and until such consent or waiver shall be given. The Seller Parties shall use its commercially reasonable best efforts, and the Buyer shall cooperate reasonably with the Seller, efforts to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer Xxx all of the Purchased AssetsBusiness. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller Equillium shall continue for a period of [***] following the Closing to use its commercially reasonable best efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, and the Seller will waivers. Equillium shall reasonably cooperate with the Buyer Xxx in any lawful and economically feasible arrangement to provide that Xxx with the Buyer shall receive benefit of the interest of the Seller Equillium had in the benefits under any such any contract each Purchased Asset not sold, assigned, transferred or right of the Seller, Permit, or other Purchased Assetdelivered to Ono, including performance by the SellerXxxxxxxxx, if economically feasible, as agent; provided, however, that the Buyer Xxx shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer Xxx would have been responsible therefor hereunder if such consents or waivers had been obtained. After the expiry of such [***]period, any unassigned Purchased Asset shall be deemed an Excluded Asset and Equillium shall have no further obligation to Ono with respect to such Excluded Assets. (b) From time to time, whether before, time at or following the Closing, the Seller and the Buyer each Party shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instrumentsinstruments as reasonably necessary to convey the Purchased Assets to Ono pursuant to the terms of this Agreement, and shall take such further actions, as may be reasonably necessary or appropriate to assure transfer fully to Ono all the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the Ancillary Agreements Purchased Assets and to assure fully to the Seller Equillium the assumption of the liabilities Assumed Liabilities. Without limiting the generality of the foregoing, from time to time at or following the Closing, upon Xxx’s reasonable request and obligations intended at Equillium’s expense, Equillium shall: (i) execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as may be reasonably necessary to perfect, record, evidence, establish or confirm Xxx’s sole ownership (or, in the case of Joint Patents, Xxx’s joint ownership with Biocon) of all right, title and interest in and to the Transferred Intellectual Property and as may be assumed necessary for Xxx to have standing to prosecute, maintain, enforce and defend the Program Patents; (ii) provide copies of any documentation in Equillium’s or its patent counsel’s possession relating to inventorship of inventions claimed in the Program Patents and of any inventor assignments related thereto; and (iii) to the extent required under applicable Law, adequately compensate any inventors of Transferred Intellectual Property. 281923888 v10 (c) In addition to Section 3.5(b), Equillium shall also, at any time upon Xxx’s reasonable request and at Xxx’s expense, reasonably cooperate with Xxx in the prosecution, maintenance, enforcement, or defense of the Transferred Intellectual Property, including by the Buyer pursuant to this Agreement and the Ancillary Agreementsreasonably providing information, and to otherwise make effective executing and delivering documents and other instruments as promptly as practicable the transactions contemplated hereby and therebymay be reasonably requested by Xxx.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any contract or right of the SellerSeller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority unless and until such consent or waiver shall be given. The Seller shall use its commercially reasonable best efforts, and the Buyer and Parent shall cooperate reasonably with the Seller, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller shall continue to use its commercially reasonable best efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, 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 any contract or right of the SellerSeller Contract, Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, 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 consents or waivers had been obtained. Nothing in this Section 2.5(a) shall affect the Parties’ right to terminate this Agreement under Section 9.1 in the event that any consent or waiver as described herein is not obtained. (b) From time to time, whether before, at or following the Closing, the Seller and the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the Ancillary Agreements and to assure fully to the Seller the assumption of the liabilities and obligations intended to be assumed by the Buyer pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any contract or right of the SellerAssumed Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority unless and until such consent or waiver shall be given. The Seller shall use its commercially reasonable best efforts, and the Buyer shall cooperate reasonably with the Seller, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, (i) the Seller shall continue to use its commercially reasonable best efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, 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 any contract or right of the SellerAssumed Contract, Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, . Nothing in this Section 2.5(a) shall affect the Buyer’s right to terminate this Agreement under Section 9.1 in the event that the Buyer shall undertake to pay any consent or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor hereunder if such consents or waivers had been waiver as described herein is not obtained. (b) From time to time, whether before, at or following the Closing, the Seller and the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the Ancillary Agreements and to assure fully to the Seller the assumption of the liabilities and obligations intended to be assumed by the Buyer pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the any Ancillary Agreements Agreement shall be construed as an agreement to assign any contract or right of the Sellera Transferred Contract, Permit, Right or other Purchased Asset or transfer of the Target Equity that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent consent, judgment or waiver of a third third-party or Governmental Authority unless and until such consent consent, judgment or waiver shall be given. The Seller Each Party shall use its their reasonable best efforts, and the Buyer shall cooperate reasonably with the Seller, efforts to obtain such consents consents, judgments and waivers and to resolve the impediments to the sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents consents, judgments and waivers necessary to convey to the Buyer all of the Purchased AssetsAssets and the Target Equity. In the event any such consents consents, judgments or waivers are not obtained prior to the Closing Date, the Seller Parties shall continue to use its their reasonable best efforts to obtain the relevant consents consents, judgments or waivers until such consents or waivers are obtainedwaivers, and the Seller will Group shall 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 any contract or right of the SellerTransferred Contract, Permit, Right or other Purchased Asset, including performance by the SellerSeller Group, if economically and legally feasible, as agent; provided. Nothing in this Section 2.5(a) shall affect Buyer’s right to terminate this Agreement under Section 10.1 (Termination) in the event that any consent or waiver, that as described herein, is not obtained. ASIA 34949044 24 (b) Without limiting the foregoing, upon the Closing and for so long as the transfer of ownership of a Restricted Xxxx remains subject to any restriction as to transfer or assignment under Law or Contract, this Agreement shall constitute an exclusive (subject only to the license set forth in the License Agreement), royalty-free, worldwide, perpetual license to Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment each Restricted Xxxx until such time as ownership of such benefit Restricted Xxxx is transferable, in which case, each such Restricted Xxxx shall be transferred to Buyer with no further action by Buyer. Seller undertakes to take all such actions as are necessary under applicable Law to effect the transfer of such Restricted Marks, together with all rights attached thereto to Buyer, including, the recordation of such transfers with the relevant trademark offices under applicable Law. Seller Group hereby confirms to Buyer that (i) there is no other reason that such ownership cannot be transferred and (ii) the licenses to such Restricted Marks, as provided herein, shall be legal and enforceable, and in full force and effect as of the Closing and, to the extent knowledge of the Buyer would have been responsible therefor hereunder if Seller, there shall exist no basis upon which such consents or waivers had been obtainedlicenses shall not be effective after the Closing. (bc) From time to time, whether before, at or following the Closing, the Seller Group and the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer the Buyer all conveyance of the propertiesPurchased Assets, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement Target Equity and the Ancillary Agreements and to assure fully to the Seller the assumption of the liabilities and obligations intended to be assumed by the Buyer Business pursuant to this Agreement and the Ancillary AgreementsAgreement, and to otherwise make effective as promptly as practicable the transactions contemplated hereby hereby, including such agreements, documents, instruments, other bills of sale, assignments and therebyother instruments of assignment, transfer or conveyance, in form and substance reasonably satisfactory to Buyer, as Buyer may reasonably request or as otherwise necessary to evidence and effect the transactions and agreements contemplated hereby, including, the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and the Target Equity to Buyer and putting Buyer in actual possession or control of the Purchased Assets and Target Equity. (d) Buyer shall take exclusive possession of all rights, title and interest in and to the Purchased Assets and the Target Equity, free from any and all Encumbrances, other than, in the case of the Purchased Assets, the Permitted Encumbrances, as of the Closing. (e) Any Software sold, transferred, conveyed, assigned and delivered to Buyer at the Closing pursuant hereto shall be (or deemed to have been) sold, transferred, conveyed, assigned and delivered electronically. At the Closing (and continuing as promptly thereafter as necessary to complete such transfers), Seller Group shall transfer to Buyer, and Buyer shall operate, the Games on their own platform accounts (including at/on Apple App Store and Google Play).

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement Agreement, the Purchaser Ancillary Agreements or the Seller Ancillary Agreements shall be construed as an agreement to assign any contract or right of the Seller, Permit, or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority Entity unless and until such consent or waiver shall be given. The Each applicable Seller shall use its respective reasonable best efforts, and the Buyer each applicable Purchaser shall cooperate reasonably with the such Seller, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, transfer or delivery contemplated by this Agreement Agreement, the Purchaser Ancillary Agreements or the Seller Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer such Purchaser all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the each applicable Seller shall continue to use its respective reasonable best efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, and the each applicable Seller will cooperate with the Buyer applicable Purchaser in any lawful and economically feasible arrangement to provide that the Buyer such Purchaser shall receive the interest of the such Seller in the benefits under any such any contract or right of the Seller, Permit, or other Purchased Asset, including performance by the such Seller, if economically feasible, as agent; provided, provided that the Buyer applicable Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer such Purchaser would have been responsible therefor hereunder if such consents or waivers had been obtained. Nothing in this Section 3.8(a) shall affect the applicable Purchaser’s right to terminate this Agreement under Section 10.1 in the event that any consent or waiver as described herein is not obtained. (b) From time to time, whether before, at or following the Closing, the each applicable Seller and the Buyer each applicable Purchaser shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer applicable Purchaser all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer such Purchaser under this Agreement Agreement, the Purchaser Ancillary Agreements and the Seller Ancillary Agreements and to assure fully to the each applicable Seller the assumption of the liabilities and obligations intended to be assumed by the Buyer applicable Purchaser pursuant to this Agreement Agreement, the Purchaser Ancillary Agreements and the Seller Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements Transaction Documents shall be construed as an agreement to assign lease, sell, assign, transfer or deliver any contract or right of the Seller, Permit, Assumed Contract or other Purchased Business Asset that by its terms or pursuant to applicable Law is not capable of being leased, sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority unless and until such consent or waiver shall be given. The Seller Subject to Section 5.4, Sellers shall use its commercially reasonable best efforts, and the Buyer shall cooperate reasonably in full with the Sellerall reasonable requests of Sellers, to obtain such consents and waivers and to resolve the impediments to the lease, sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements Transaction Documents and to obtain any other consents and waivers necessary to convey to the Buyer all of the Purchased Assumed Contracts and the Business Assets. In the event any such consents or waivers required to transfer the Assumed Contracts or Business Assets are not obtained prior to the Closing Date, the Seller shall Sellers shall, subject to Section 5.4, continue to use its their respective commercially reasonable best efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, and the Seller will Sellers shall cooperate in full with the all reasonable requests of Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of the Seller Sellers in the benefits under any such any contract Assumed Contracts or right of the Seller, Permit, or other Purchased AssetBusiness Assets, including performance by the Seller, if economically feasibleSellers, as agent; 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 consents or waivers had been obtained. (b) From time to time, whether before, at or following the Closing, the Seller Sellers and the Buyer shall, and shall cause their respective Affiliates and Related Parties to, execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed conveyed, sold, leased, assigned, transferred or delivered to the Buyer under this Agreement and the Ancillary Agreements Transaction Documents, including as may be necessary to deliver the Business Assets free and to assure fully to the Seller the assumption clear of the liabilities and obligations intended to be assumed by the Buyer pursuant to this Agreement and the Ancillary Agreementsall Encumbrances other than Permitted Encumbrances, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby. (c) From time to time following the Closing, upon Buyer’s request and to the extent required to transfer any Assumed Contracts or Business Assets that have not otherwise been transferred at the Closing, each Seller shall cause any Related Party to execute, acknowledge and deliver all such conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed, sold, leased, assigned, transferred or delivered to Buyer under this Agreement and the Transaction Documents, including as may be necessary to deliver the Business Assets owned or held by any such Related Party free and clear of all Encumbrances other than Permitted Encumbrances, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the any Ancillary Agreements Agreement shall be construed as an agreement to assign any contract or right of the SellerSeller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority unless and until such consent or waiver shall be given. The Seller shall use its reasonable best efforts, and the Buyer shall cooperate reasonably with the Seller, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller shall continue to use its commercially reasonable best efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, 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 any contract or right of the SellerSeller Contract, Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasibleat the Buyer’s expense, as agent; 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 consents or waivers had been obtained. Nothing in this Section 2.5(a) shall affect the Buyer’s right to terminate this Agreement under Section 9.1 in the event that any consent or waiver as described herein is not obtained. (b) From time to time, whether before, at or following the Closing, the Seller and the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the Ancillary Agreements and to assure fully to the Seller the assumption of the liabilities and obligations intended to be assumed by the Buyer pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any contract or right of the SellerSeller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority unless and until such consent or waiver shall be given. The Seller Sellers shall use its their reasonable best efforts, and the Buyer shall cooperate reasonably with the SellerSellers, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer all of the Purchased Assets. If and when any such consents will be obtained after the consummation of the Closing, the Sellers will promptly assign their rights thereunder to Buyer without payment of consideration and Buyer will, without payment of any additional consideration, assume from and after the date of such assignment the obligations thereunder (but only the obligations of the Sellers thereunder arising exclusively from, and accruing exclusively with respect to, the period after the date of such assignment (other than obligations thereunder arising as a result of the breach thereof at or prior to such assignment)). In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller Sellers shall continue to use its their reasonable best efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, and the Seller Sellers will cooperate with the Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of the Seller Sellers in the benefits under any such any contract or right of the SellerSeller Contract, Permit, Right or other Purchased Asset, including performance by the SellerSellers, if economically feasible, as agent; 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 consents or waivers had been obtained. (b) From time to time, whether before, at or following the Closing, the Seller Sellers and the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the Ancillary Agreements and to assure fully to the Seller Sellers the assumption of the liabilities and obligations intended to be assumed by the Buyer pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any contract or right of the SellerSeller Contract, Business Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority unless and until such consent or waiver shall be given. The Seller Parties shall use its their reasonable best efforts, and the Buyer shall cooperate reasonably with the SellerSeller Parties, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller Parties shall continue to use its their reasonable best efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, and the Seller Parties 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 any contract or right of the SellerSeller Contract, Business Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; 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 consents or waivers had been obtained. Nothing in this Section 2.5(a) shall affect the Buyer’s right to terminate this Agreement under Section 9.1 in the event that any consent or waiver as described herein is not obtained. (b) Without limiting the foregoing clause (a), after the Closing, the Business shall continue to operate under the Seller’s existing Google and YouTube accounts using the Seller’s existing G2 Certification until such time as Google certifies the use of the Seller’s domain names and Websites under Parent’s G2 Certification. (c) From time to time, whether before, at or following the Closing, the Seller Parties and the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the Ancillary Agreements and to assure fully to the Seller the assumption of the liabilities and obligations intended to be assumed by the Buyer pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any contract or right of the SellerSeller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority unless and until such consent or waiver shall be given. The Seller shall use its reasonable best efforts, and the Buyer shall cooperate reasonably with the Seller, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller shall continue to use its reasonable best efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, 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 any contract or right of the SellerSeller Contract, Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, 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 consents or waivers had been obtained. Nothing in this Section 2.6(a) shall affect the Buyer’s right to terminate this Agreement under and to the extent provided in Section 9.1 in the event that any consent or waiver as described herein is not obtained. (b) From time to time, whether before, at or following the Closing, the Seller and the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the Ancillary Agreements and to assure fully to the Seller the assumption of the liabilities and obligations intended to be assumed by the Buyer pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement by Seller to assign or agreement by Purchaser to assume any contract or right of the SellerAssumed Contract, Permit, Governmental Authorization or other Purchased Acquired Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred, transferred or delivered without the consent or waiver of a third party or Governmental Authority Body unless and until such consent or waiver shall be given, or this provision is waived in writing by the Purchaser. The Seller shall use its reasonable best efforts, and the Buyer Purchaser shall cooperate reasonably with the Seller, to obtain such consents and waivers and to resolve the any impediments to the sale, assignment, transfer, or delivery assignments contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Buyer Purchaser all of the Purchased Acquired Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller shall continue to use its reasonable best efforts to obtain the relevant consents or waivers until such consents or waivers are obtained, 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 any contract or right of the Seller, Permit, or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; 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 consents or waivers had been obtained. (b) From time to time, whether before, at or following the Closing, the Seller and the Buyer Purchaser shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer Purchaser all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer Purchaser under this Agreement and the Ancillary Agreements and to assure fully to the Seller the assumption of the liabilities and obligations intended to be assumed by the Buyer Purchaser pursuant to this Agreement and the Ancillary AgreementsAgreement, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and therebyhereby.