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 Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party or Governmental Entity unless and until such consent or waiver shall be given. Prior to the Closing, Seller and Purchaser shall use commercially reasonable efforts (but without the requirement of any payment by Purchaser, Seller or a Specified Affiliate) 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 Purchaser all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, Seller shall continue for a period of 180 days following the Closing to use its commercially reasonable efforts to obtain the relevant consents or waivers. Seller will cooperate with Purchaser in any lawful and economically feasible arrangement to provide Purchaser with the benefit of the interest Seller had in the Purchased Asset, including performance by Seller, if economically feasible, as agent; provided, however, that 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 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, Seller and Purchaser shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments 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 Purchased Assets and to assure fully to Seller the assumption of the Liabilities intended to be assumed by Purchaser pursuant to this Agreement and the Ancillary Agreements.

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 Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, The Seller and Purchaser shall use commercially its reasonable efforts (but without best efforts, and the requirement of any payment by PurchaserBuyer 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 Purchaser 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 for a period of 180 days following the Closing to use its commercially reasonable best efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit Buyer shall receive the interest of the interest 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 Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer 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 Purchaser the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the Buyer all of the Purchased Assets 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 liabilities and obligations intended to be assumed by Purchaser 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 assign, transfer or deliver any Seller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to The Seller Companies and the Closing, Seller and Purchaser Stockholder shall use commercially reasonable their best efforts (but without the requirement of any payment by Purchaser, Seller or a Specified Affiliate) 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 all other consents and waivers necessary to convey to Purchaser 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 for a period of 180 days following the Closing to use its commercially reasonable their best efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller Companies and the Stockholder will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit Buyer shall receive the interest of the interest relevant Seller had Company in the benefits under any such Seller Contract, Permit, Right or other Purchased Asset, including performance by Sellersuch Seller Company, if economically feasible, as agent; provided, however, that 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 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 time following the Closing, Seller and Purchaser the parties hereto shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the Buyer all of the Purchased Assets assets, 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 Companies the assumption of the Liabilities liabilities and obligations intended to be assumed by Purchaser the Buyer pursuant to this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the Transactions.

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 Purchased Assumed Contract or other Business Asset that by its terms or pursuant to applicable Law is not capable of being leased, sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior Subject to the ClosingSection 5.4, Seller and Purchaser Sellers shall use commercially reasonable efforts (but without the requirement efforts, and Buyer shall cooperate in full with all reasonable requests of any payment by PurchaserSellers, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the lease, sale, assignment, 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 Purchaser 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, Seller shall Sellers shall, subject to Section 5.4, continue for a period of 180 days following the Closing to use its their respective commercially reasonable efforts to obtain the relevant consents or waivers. Seller will waivers until such consents or waivers are obtained, and Sellers shall cooperate in full with Purchaser all reasonable requests of Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit of Buyer shall receive the interest Seller had of Sellers in the Purchased Assetbenefits under any such Assumed Contracts or Business Assets, including performance by Seller, if economically feasibleSellers, as agent; provided, however, that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer 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, Seller Sellers and Purchaser 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 as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser Buyer all of the Purchased 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 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. (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 Seller the assumption Buyer all of the Liabilities properties, rights, titles, interests, estates, remedies, powers and privileges intended to be assumed by Purchaser pursuant conveyed, sold, leased, assigned, transferred or delivered to Buyer under this Agreement and the Ancillary AgreementsTransaction 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 Ancillary Agreements shall be construed as an agreement to assign any Seller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, Seller and Purchaser The Sellers shall use commercially their reasonable efforts (but without best efforts, and Buyer shall cooperate reasonably with the requirement of any payment by PurchaserSellers, Seller or a Specified Affiliate) 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 Purchaser 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, Seller the Sellers shall continue for a period of 180 days following the Closing to use its commercially their reasonable best efforts to obtain the relevant consents or waivers. Seller waivers until such consents or waivers are obtained, and the Sellers will cooperate with Purchaser Buyer in any lawful and economically feasible arrangement to provide Purchaser with that Buyer shall receive the benefit interest of the interest Seller had Sellers in the benefits under any such Seller Contract, Permit, Right or other Purchased Asset, including performance by Sellerthe Sellers, if economically feasible, as agent; provided, however, that Purchaser Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser Buyer 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, Seller the Sellers and Purchaser Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser Buyer all of the Purchased Assets properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer under this Agreement and the Ancillary Agreements and to assure fully to Seller the Sellers the assumption of the Liabilities liabilities and obligations intended to be assumed by Purchaser 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 Purchased Asset or Assumed Liability that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, Seller and Purchaser The Parties shall use commercially reasonable efforts (but without the requirement of any payment by Purchaser, Seller or a Specified Affiliate) 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 Purchaser Xxx all of the Purchased AssetsBusiness. In the event any such consents or waivers are not obtained prior to the Closing Date, Seller Equillium shall continue for a period of 180 days [***] following the Closing to use its commercially reasonable efforts to obtain the relevant consents or waivers. Seller will Equillium shall reasonably cooperate with Purchaser Xxx in any lawful and economically feasible arrangement to provide Purchaser Xxx with the benefit of the interest Seller Equillium had in the each Purchased AssetAsset not sold, assigned, transferred or delivered to Ono, including performance by SellerXxxxxxxxx, if economically feasible, as agent; provided, however, that Purchaser Xxx shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser Xxx would have been responsible therefor hereunder if such consents or waivers had been obtained. ThereafterAfter the expiry of such [***]period, any unassigned Purchased Asset shall be deemed an Excluded Asset and Seller Equillium shall have no further obligation to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under this Agreement Ono with respect to such Excluded Asset(s)Assets. (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, time at or following the Closing, Seller and Purchaser each Party shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser 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 Purchaser Ono all the Purchased Assets and to assure fully to Seller Equillium the assumption of the Liabilities intended Assumed Liabilities. Without limiting the generality of the foregoing, from time to time at or following the Closing, upon Xxx’s reasonable request and 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 assumed 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 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 Purchaser pursuant to this Agreement reasonably providing information, and the Ancillary Agreementsexecuting and delivering documents and other instruments as may 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 Seller Contract, Right or other Purchased Asset that by its terms or pursuant to applicable Applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, The Seller and Purchaser shall use its commercially reasonable efforts (but without shall not be required to make payments to such third party or Governmental Authority), and the requirement of any payment by PurchaserBuyer 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 or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser 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 for a period of 180 days following the Closing to use its commercially reasonable efforts (but shall not be required to make payments to such third party or Governmental Authority) to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such Seller Contract, Right or other Purchased Asset, including performance by Seller, if economically feasible, as agent; provided, however, that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 2.5(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect the Buyer’s right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect to such Excluded Asset(s)under Section 9.1 in the event that any consent or waiver as described herein is not obtained. (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 Purchaser the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the Buyer all of the Purchased Assets 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 liabilities and obligations intended to be assumed by Purchaser 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 Seller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, The Seller and Purchaser shall use commercially its reasonable efforts (but without best efforts, and the requirement of any payment by PurchaserBuyer 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 or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser 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 for a period of 180 days following the Closing to use its commercially reasonable best efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such Seller Contract, Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, however, provided that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 2.6(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect the Buyer’s right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect under and to such Excluded Asset(s)the extent provided in Section 9.1 in the event that any consent or waiver as described herein is not obtained. (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 Purchaser the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the Buyer all of the Purchased Assets 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 liabilities and obligations intended to be assumed by Purchaser 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 Transaction Documents shall be construed as an agreement to assign lease, sell, assign, transfer or deliver any Purchased Asset Talisker Contract, Permit, Right or other Property that by its terms or pursuant to applicable Law is not capable of being leased, sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, Seller and Purchaser Talisker shall use commercially reasonable efforts (but without the requirement of any payment by Purchaserefforts, Seller or a Specified Affiliate) and Buyer shall cooperate reasonably with Talisker, to obtain such consents and waivers and to resolve the impediments to the lease, sale, assignment, 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 Purchaser 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, Seller Talisker shall continue for a period of 180 days following the Closing to use its commercially reasonable efforts to obtain the relevant consents or waivers. Seller waivers until such consents or waivers are obtained, and Talisker will cooperate with Purchaser Buyer in any lawful and economically feasible arrangement to provide Purchaser with the benefit of that Buyer shall receive the interest Seller had of Talisker in the Purchased Assetbenefits under any such Talisker Contract, Permit, Right or other Property, including performance by SellerTalisker, if economically feasible, as agent; provided, however, that Purchaser Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 2.5(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect Buyer’s right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under 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 Excluded Asset(s)identified consents. (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, Seller Talisker, Talisker PropCo and Purchaser Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser Buyer all of the Purchased Assets 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 and to assure fully to Seller Talisker the performance of the undertakings and the assumption of the Liabilities liabilities and obligations intended to be undertaken and assumed by Purchaser 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 Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity unless and until such consent or waiver shall be given. Prior In the event any such consents or waivers are not obtained prior to the ClosingClosing Date, the Seller Parties shall, and the Purchaser shall use commercially reasonable efforts (but without cooperate reasonably with the requirement of any payment by PurchaserSeller Parties to, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, 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 Purchaser all of the Purchased AssetsAssets until such consents or waivers are obtained; provided, 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 shall continue Parties will cooperate with the Purchaser in any lawful arrangement and for a reasonable period of 180 days following the Closing to use its commercially reasonable efforts to obtain provide that the relevant consents or waivers. Seller will cooperate with Purchaser in any lawful and economically feasible arrangement to provide Purchaser with shall receive the benefit interest of the interest Seller had in the benefits under any such Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, however, that the Purchaser shall undertake to pay or satisfy the any corresponding Liabilities for the enjoyment of such benefit to the extent the 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 Purchaser shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to the Purchaser all of the Purchased Assets properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Purchaser under this Agreement, the Purchaser Ancillary Agreements and the Seller Ancillary Agreements and to assure fully to the Seller the assumption of the Liabilities intended to be assumed by the 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 any Ancillary Agreements Agreement shall be construed as an agreement to assign any a Transferred Contract, 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 or delivered or, if applicable, bifurcated without the consent consent, judgment or waiver of a Third Party third-party or Governmental Entity Authority unless and until such consent consent, judgment or waiver shall be given. Prior to the Closing, Seller and Purchaser Each Party shall use commercially their reasonable efforts (but without the requirement of any payment by Purchaser, Seller or a Specified Affiliate) to obtain such consents consents, judgments 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 consents, judgments and waivers necessary to convey to Purchaser 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, Seller the Parties shall continue for a period of 180 days following the Closing to use its commercially their reasonable efforts to obtain the relevant consents consents, judgments or waivers. , and Seller will Group shall cooperate with Purchaser Buyer in any lawful and economically feasible arrangement to provide Purchaser with the benefit of that Buyer shall receive the interest of Seller had in the benefits under any such Transferred Contract, Right or other Purchased Asset, including performance by 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, howeveras described herein, that 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 consents or waivers had been is not 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).ASIA 34949044 24 (b) Nothing in 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 or shall constitute an exclusive (subject only to the Ancillary Agreements license set forth in the License Agreement), royalty-free, worldwide, perpetual license to Buyer for each Restricted Xxxx until such time as ownership of such Restricted Xxxx is transferable, in which case, each such Restricted Xxxx shall be construed transferred to Buyer with no further action by Buyer. Seller undertakes to take all such actions as an agreement are necessary under applicable Law to assign any Purchased Asset 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 required no other reason that such ownership cannot be transferred and (ii) the licenses to such Restricted Marks, as provided herein, shall be retained by Seller to perform Seller’s obligations under the Transition Services Agreement legal 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 obtainenforceable, and receipt of, any necessary third party Consents to in full force and effect such transfer and assignment (but without the requirement of any payment by Purchaser, Seller or a Specified Affiliate). During the term as of the Transition Services AgreementClosing and, Seller will cooperate with Purchaser in any lawful and economically feasible arrangement to provide Purchaser with the benefit knowledge 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 there shall exist no basis upon which such Purchased Assets from which Purchaser will, pursuant to Seller’s performance of or upon licenses shall not be effective after 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 AssetClosing. (c) From time to time, whether before, at or following the Closing, Seller Group and Purchaser Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser all Buyer the conveyance of the Purchased Assets, the Target Equity and the Business pursuant to this Agreement, and to otherwise make effective as promptly as practicable the transactions contemplated hereby, including such agreements, documents, instruments, other bills of sale, assignments and other 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 assure fully to Seller the assumption Buyer and putting Buyer in actual possession or control of the Liabilities intended Purchased Assets and Target Equity. (d) Buyer shall take exclusive possession of all rights, title and interest in and to be assumed by Purchaser pursuant to this Agreement the Purchased Assets and the Ancillary AgreementsTarget 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 or the Ancillary Agreements shall be construed as an agreement to assign any Seller 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 or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, The Seller and Purchaser Parties shall use commercially their reasonable efforts (but without best efforts, and the requirement of any payment by PurchaserBuyer shall cooperate reasonably with the Seller Parties, Seller or a Specified Affiliate) 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 Purchaser 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 for a period of 180 days following the Closing to use its commercially their reasonable best efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller Parties will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such Seller Contract, Business Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, however, that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 2.5(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect the Buyer’s right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect to such Excluded Asset(s)under Section 9.1 in the event that any consent or waiver as described herein is not obtained. (b) Nothing in this Agreement or Without limiting the Ancillary Agreements foregoing clause (a), after the Closing, the Business shall be construed as an agreement continue to assign any Purchased Asset that is required to be retained by Seller to perform operate under the Seller’s obligations under existing Google and YouTube accounts using 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 existing G2 Certification until such time as Google certifies the 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 domain names 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 Websites under this Agreement or any Ancillary Agreement with respect to such Excluded AssetParent’s G2 Certification. (c) From time to time, whether before, at or following the Closing, the Seller Parties and Purchaser the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the Buyer all of the Purchased Assets 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 liabilities and obligations intended to be assumed by Purchaser 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 Purchased Transferred Contract, Permit, right or other Transferred Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, Seller and Purchaser The Selling Parties shall use their respective commercially reasonable efforts (but without efforts, and Xxxxx-Xxxxxx shall cooperate reasonably with the requirement of any payment by PurchaserSelling Parties, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the any 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 Purchaser Xxxxx-Xxxxxx all of the Purchased Transferred Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, Seller the Selling Parties shall continue for a period of 180 days following the Closing to use its their respective commercially reasonable efforts to obtain the relevant consents or waivers. Seller , and the Selling Parties will reasonably cooperate with Purchaser Xxxxx-Xxxxxx in any lawful and economically feasible arrangement to provide Purchaser with that Xxxxx-Xxxxxx shall receive the benefit interest of the interest Seller had Selling Parties in the Purchased benefits under any such Transferred Contract, Permit, right or other Transferred Asset, including performance by Sellerthe Selling Parties, if economically feasible, as agent; provided, however, that 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 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, Seller the Selling Parties and Purchaser Xxxxx-Xxxxxx shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser Xxxxx-Xxxxxx all of the Purchased Assets properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Xxxxx-Xxxxxx under this Agreement and the Ancillary Agreements and to assure fully to Seller the Selling Parties the assumption of the Liabilities intended to be assumed by Purchaser 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 Seller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, The Seller and Purchaser shall use its commercially reasonable efforts (but without efforts, and the requirement of any payment by PurchaserBuyer and Parent 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 or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser 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 for a period of 180 days following the Closing to use its commercially reasonable efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such Seller Contract, Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, however, provided that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 2.5(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect the Parties’ right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect to such Excluded Asset(s)under Section 9.1 in the event that any consent or waiver as described herein is not obtained. (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 Purchaser the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the Buyer all of the Purchased Assets 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 liabilities and obligations intended to be assumed by Purchaser 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 Seller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, The Seller and Purchaser shall use commercially its reasonable efforts (but without best efforts, and the requirement of any payment by PurchaserBuyer 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 or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser 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 for a period of 180 days following the Closing to use its commercially reasonable efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such Seller Contract, Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasibleat the Buyer’s expense, as agent; provided, however, that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 2.5(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect the Buyer’s right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect to such Excluded Asset(s)under Section 9.1 in the event that any consent or waiver as described herein is not obtained. (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 Purchaser the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the Buyer all of the Purchased Assets 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 liabilities and obligations intended to be assumed by Purchaser 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 Assumed Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, The Seller and Purchaser shall use commercially reasonable efforts (but without efforts, and the requirement of any payment by PurchaserBuyer 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 or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser 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 for a period of 180 days following the Closing to use its commercially reasonable efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller will cooperate with Purchaser in any lawful and economically feasible arrangement the Buyer to provide Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such Assumed Contract, Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, however, that Purchaser . Nothing in this Section 2.5(a) shall undertake affect the Buyer’s right 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 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 terminate this Agreement with respect to such Excluded Asset(s)under Section 9.1 in the event that any consent or waiver as described herein is not obtained. (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 Purchaser the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the Buyer all of the Purchased Assets 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 liabilities and obligations intended to be assumed by Purchaser 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 Agreement, the Purchaser Ancillary Agreements or the Seller Ancillary Agreements shall be construed as an agreement to assign any or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity unless and until such consent or waiver shall be given. Prior to the ClosingEach applicable Seller shall use its respective reasonable best efforts, Seller and each applicable Purchaser shall use commercially reasonable efforts (but without the requirement of any payment by Purchasercooperate reasonably with such Seller, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, 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 such Purchaser all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, each applicable Seller shall continue for a period of 180 days following the Closing to use its commercially respective reasonable best efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and each applicable Seller will cooperate with the applicable Purchaser in any lawful and economically feasible arrangement to provide that such Purchaser with the benefit of shall receive the interest of such Seller had in the benefits under any such Purchased Asset, including performance by such Seller, if economically feasible, as agent; provided, however, provided that the applicable Purchaser shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent such Purchaser would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 3.8(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect the applicable Purchaser’s right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect to such Excluded Asset(s)under Section 10.1 in the event that any consent or waiver as described herein is not obtained. (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, each applicable Seller and each applicable Purchaser shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to the applicable Purchaser all of the Purchased Assets properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to such Purchaser under this Agreement, the Purchaser Ancillary Agreements and the Seller Ancillary Agreements and to assure fully to each applicable Seller the assumption of the Liabilities liabilities and obligations intended to be assumed by the 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 shall be construed as an agreement to assign any Business Contract, 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 or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to Except as contemplated in the ClosingMaster Reseller and Subcontractor Agreement, the Seller and Purchaser shall use commercially reasonable 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), and the requirement of any payment by PurchaserBuyer 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 or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser 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 for a period of 180 days following the Closing to use its commercially reasonable 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. waivers until such consents or waivers are obtained, and the Seller will cooperate with Purchaser 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 Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such Business Contract, Right or other Purchased Asset, including performance by Sellerany funds, goods or other benefits due under such Business Contract, Right or other Purchased Asset to the extent the Buyer would have been entitled thereto if economically feasible, as agentsuch consents or waivers had been obtained; provided, however, that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 2.5(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect the Buyer’s right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect to such Excluded Asset(s)under Section 9.1 in the event that any consent or waiver as described herein is not obtained. (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 Purchaser the Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments as reasonably necessary to convey the Purchased Assets to Purchaser pursuant to the terms of this Agreementinstruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the Buyer all of the Purchased Assets 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 liabilities and obligations intended to be assumed by Purchaser 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.