Common use of Consents of Third Parties Clause in Contracts

Consents of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment or attempted assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereof, without the consent, approval or waiver of a third party or entity (including a Governmental Entity), would constitute a breach thereof or a violation of any Law, rule or regulation, unless and until such consent, approval or waiver has been granted. Seller covenants and agrees that in any such case, except with respect to the Third Party Payor Contracts listed on Schedule 5.13, the beneficial interests of Seller in and to any such assets or property shall in any event pass at the Closing to Buyer, and Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer the benefits of and under any such assets or property. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension of the current term of such contracts unless Seller is thereupon released from all obligations under such contracts.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, this Agreement shall not constitute an agreement to assign any asset or any claim or right or any benefit arising in connection with the Purchased Assets or resulting from such assignment or attempted assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the an attempted assignment thereof, without the consent, approval or waiver consent of a third party or entity (including a Governmental Entity)party, would constitute a breach thereof or a violation of any Lawother contravention thereof, rule or regulation, unless and until such consent, approval or waiver has been granted. Seller covenants and agrees that in any such case, except would be ineffective with respect to any party thereto or would in any way adversely affect the Third Party Payor Contracts listed on Schedule 5.13, the beneficial interests rights of Seller in or, upon transfer, Purchasers thereunder; and to any transfer or assignment by Seller to, or any assumption by, Purchasers of any interest in, or liability, obligation or commitment under, any such assets asset that requires Consent shall be made subject to such Consent being obtained. To the extent any Purchased Commitments or property Permits may not be assigned to Purchasers by reason of the absence of any Consent, Purchasers shall in not be required to assume any event pass at liabilities arising under such Purchased Commitments or Permits. (b) With respect to the Closing Purchased Commitments, if any Consent is not obtained prior to Buyer, and Seller and Buyer covenant and agree that, from and after the Closing, Seller and Purchasers shall cooperate (aat their own expense) Seller will hold after the Closing in any lawful and reasonable arrangement reasonably proposed by Purchasers under which Purchasers shall obtain the economic claims, rights and benefits under the asset, claim or right with respect to which the consent has not been obtained in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchasers and enforcement of any and all such assets rights of Seller against the other party thereto arising out of a breach or property in trust for cancellation thereof by the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, other party. (c) With respect to Permits, if consent to assignment or transfer is not permitted under Law or if a consent to assignment with respect to a particular Permit is not obtained prior to the Closing Date, Seller shall cooperate with Purchasers and Buyer will use take all reasonable actions requested of Seller by Purchasers in order (i) to effect the issuance of an equivalent or substitute Permit to Purchasers or their respective reasonable effortsdesignees, in cooperation with one anothereach case, to make on or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer the benefits of and under any such assets or property. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and practical after the Closing Date with respect thereto except as or (ii) to obtain a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect consent to an unassigned contract, Buyer will not obtain any extension of the current term assignment of such contracts unless Seller is thereupon released from all obligations under such contractsPermit to Purchasers or their designees as soon as reasonably practical after the Closing Date, as the case may be.

Consents of Third Parties. Notwithstanding anything Governmental Approvals ------------------------------------------------- (a) Seller and Buyer shall act diligently and reasonably to secure, before the contrary in this Agreement, this Agreement shall not constitute an assignment or attempted assignment of any agreement (including, without limitationClosing Date, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereof, without Material Consents and the consent, approval or waiver from any party to any Seller Agreement required to be obtained in contemplation or as a result of a third party or entity the transactions contemplated hereby to secure for Buyer the Seller's rights thereunder. Buyer shall cooperate with Seller in securing such consents, approvals and waivers. (including a Governmental Entity), would constitute a breach thereof or a violation of any Law, rule or regulation, unless and until such consent, approval or waiver has been granted. Seller covenants and agrees that in any such case, except with respect b) During the period prior to the Third Party Payor Contracts listed on Schedule 5.13Closing Date, the beneficial interests of Seller in and to any such assets or property shall in any event pass at the Closing to Buyer, and Seller and Buyer covenant shall act diligently and agree thatreasonably, from and after shall cooperate with each other, to secure (i) any consents and approvals of any Governmental Body required to be obtained in order to effect the Closingconsummation of the transactions contemplated by this Agreement and (ii) the transfer or grant to Buyer of all Governmental Permits required to allow Buyer to conduct the Business. (c) To the extent that any of the consents, approvals or waivers referred to in Section 7.2(a) or (ab) (other than Material Consents) have not been obtained -------------- --- as of the Closing Date then upon request by Buyer, for a period ending on 31 March 2001, Seller will shall use its best efforts, with Buyer reimbursing Seller for its out-of-pocket expenses and indemnifying and holding harmless Seller for any liabilities or obligations incurred by it, to: (i) hold the benefit of the Seller Agreement and any and all such assets other consents, approvals or property waivers in trust question for the benefit of Buyer, its successors the Buyer and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will fully cooperate with Buyer in any assignment, reasonable and lawful arrangements (including any arrangements to subcontract or other reasonable arrangement the relevant Seller Agreement to Buyer) designed to provide for Buyer the benefits benefit of the relevant Seller Agreement and any other consents, approvals or waivers; and (ii) fully cooperate with Buyer in enforcing any and all rights of Seller arising under the relevant Seller Agreement and any such assets other consents, approvals or propertywaivers. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and If after the Closing Date with respect thereto except as a result of Seller's negligence above referenced period ending on 31 March 2001, any consents, approvals or willful misconductwaivers have not been obtained, regardless of whether Buyer and Seller will cooperate in any commercial reasonable arrangement to obviate the need for such consent, approval or waiver has been obtained. With respect to an unassigned contractwaiver, Buyer will not obtain any extension of the current term of such contracts unless Seller is thereupon released from all obligations under such contractsat Buyer's expense.

Consents of Third Parties. Notwithstanding anything to the contrary Nothing in this Agreement, this Agreement shall not constitute be construed as an assignment attempt to assign any contract, agreement, permit, franchise, certification, approval, license, order, registration, certificate or attempted assignment claim included in the Assets which is by its terms or by law nonassignable without the consent of any agreement the other party or parties thereto (the “Assignment Exception Contracts”), including those agreements listed in Schedule 2.9 hereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by the Group would, as a matter of law, pass to the applicable Purchaser as an incident of the assignments provided for by this Agreement. In order, however, to provide the applicable Purchaser with full realization and value of every Assignment Exception Contract, the Group agrees that on and after the Closing Date, it will, at the request and under the direction of the applicable Purchaser, in the name of the Group or otherwise as the applicable Purchaser shall specify, take all commercially reasonable actions (including, without limitation, the Third Party Payor appointment of the applicable Purchaser as a subcontractor to the Group) and do or cause to be taken all such commercially reasonable actions as shall in the reasonable opinion of the applicable Purchaser or its counsel be necessary or proper (a) to provide to the applicable Purchaser the material benefits of any and all Assignment Exception Contracts listed on Schedule 5.13)for their respective terms (or any right or benefit arising thereunder, insurance policy, license, instrument or other assets or property if including the attempted assignment thereof, without enforcement for the consent, approval or waiver benefit of the applicable Purchaser of rights of the Group against a third party or entity (including a Governmental Entitythereunder), would constitute a breach thereof or a violation (b) to assure that the rights of any Law, rule or regulation, unless the Group under the Assignment Exception Contracts shall be preserved for the benefit of the applicable Purchaser and until such consent, approval or waiver has been granted. Seller covenants and agrees that in any such case, except with respect (c) to facilitate receipt of the Third Party Payor Contracts listed on Schedule 5.13, consideration to be received by the beneficial interests of Seller Group in and to any such assets or property under every Assignment Exception Contract, which consideration shall in any event pass at the Closing to Buyer, and Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property be held in trust for the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possibleof, and (d) Seller will cooperate with Buyer in any shall be delivered to, the applicable Purchaser. When a consent or approval for the sale, assignment, subcontract or other reasonable arrangement designed assumption, transfer, conveyance and delivery of an Assignment Exception Contract is obtained, the Group shall promptly assign, transfer, convey and deliver such Assignment Exception Contract to provide for Buyer the benefits of applicable Purchaser, and the applicable Purchaser shall assume the obligations under any such assets or property. Buyer agrees Assignment Contract to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising the applicable Purchaser from and after the Closing Date with respect thereto except pursuant to an assignment and assumption agreement. Nothing in this Section 2.9 shall in any way diminish the Group’s obligations hereunder to obtain consents and approvals and to take all such other actions as a result are necessary to enable the Group to convey or assign all of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtainedthe Group’s rights and interests in the Assumed Contracts to the Purchasers. With respect to an unassigned contractthose Assignment Exception Contracts listed in Schedule 2.9, Buyer will not the Group agrees to use commercially reasonable efforts to obtain any extension such consents within eighteen (18) months of the current term date of this Agreement, on and subject to the terms set forth in such contracts unless Seller is thereupon released from all obligations under such contractsSchedule 2.9.

Consents of Third Parties. Notwithstanding anything to the contrary (a) Nothing in this AgreementAgreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, this Agreement shall not constitute including any Contract, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third-Party in the event of an assignment or attempted assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereof, without the consent, approval or waiver of a third party or entity (including a Governmental Entity), would constitute a breach thereof or a violation of any Law, rule or regulation, "Nonassignable Assets") unless and until such consent, approval or waiver has been grantedconsents shall be given. Seller covenants and agrees Buyer shall, or Seller shall cause its Affiliates to, cooperate to take all necessary action and use all reasonable commercial efforts to obtain all such consents, approvals and authorizations necessary to convey the Nonassignable Assets in accordance with this Agreement and the Collateral Agreements; provided, however, that in such cooperation shall not require Seller or any of its Affiliates to remain secondarily liable or require Seller or Buyer to make any payment to obtain any such case, except consent with respect to any Nonassignable Asset. (b) To the Third Party Payor Contracts listed on Schedule 5.13extent permitted by applicable Law, in the beneficial interests event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as and from the Closing Date, by Seller or is Affiliates in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller's or one of its Affiliate's name and all benefits and obligations existing thereunder shall be for Buyer's account. Seller shall take or cause to be taken such action in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to any such assets effect collection of money or property shall in any event pass at other consideration to become due and payable under the Closing to BuyerNonassignable Assets, and Seller or its Affiliates shall promptly pay over to Buyer all money or other consideration received by it in respect to all Nonassignable Assets pursuant to the terms and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers conditions of the same, Subcontracted Services Agreement. (c) As of and from the Closing Date, Seller on behalf of itself and Buyer will use their respective reasonable efforts, in cooperation with one anotherits Affiliates authorizes Buyer, to make or complete such transfer or transfers as soon as reasonably possiblethe extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer's expense, to perform all the obligations and (d) Seller will cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer receive all the benefits of Seller or its Affiliates under the Nonassignable Assets and under any appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such assets or property. Buyer agrees to make all payments required to be made Affiliate's behalf with respect to such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension of the current term of such contracts unless Seller is thereupon released from all obligations under such contractsthereto.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, this Agreement shall not constitute an assignment agreement to assign any asset or attempted assignment of agreement or any claim or right or any benefit arising under or resulting from such asset or agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the an attempted assignment thereof, without the consent, approval or waiver consent of a third party or entity (including a Governmental Entity)party, would constitute a breach thereof or a violation other contravention of any Lawthe rights of such third party, rule or regulation, unless and until such consent, approval or waiver has been granted. Seller covenants and agrees that in any such case, except would be ineffective with respect to any party to an agreement concerning such asset, or would in any way adversely affect the Third Party Payor Contracts listed on Schedule 5.13, the beneficial interests rights of Seller in and to or, upon transfer, Purchaser under such asset or agreement. If any such assets or property shall in any event pass at the Closing to Buyer, and Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers assignment by Seller to, or any assumption by Purchaser of, any interest in, or liability, obligation or commitment under, any asset or agreement requires the consent of a third party, then such assignment or assumption shall be made subject to such consent being obtained. To the extent any Assigned Contract may not be assigned to Purchaser by reason of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer the benefits absence of and under any such assets or property. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval Purchaser shall not be required to assume such Assigned Contract and if not assigned shall not be entitled to receive benefits arising under such Assigned Contract. (b) In connection with those consents that have not been obtained as of the Closing, Seller and Purchaser hereby agree that, until any such required consent is obtained, Seller, or waiver HyperFeed Technologies, Inc., as appropriate, shall, with the reasonable and necessary cooperation of Purchaser continue to fulfill any and all obligations and commitments, and enforce any and all rights, of Seller in connection with any asset, claim or right that constitutes a Purchased Asset or Assigned Contract but for which any required consent has not been obtained. With respect , and that Purchaser shall be entitled to an unassigned contract, Buyer will not obtain any extension all of the current term economic claims, rights and benefits under such asset, claim or right and Seller shall pay or cause to be paid to Purchaser all such economic benefits as promptly as practicable following receipt by Seller or its parent; provided that Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such asset, claim or right, to the extent that Purchaser has received the economic benefit of such contracts unless asset, claim or right, and further provided that Purchaser shall reimburse Seller is thereupon released from all obligations under for its costs to fulfill any such contractsobligations, commitments or enforcement of rights.

Consents of Third Parties. Notwithstanding anything in this Agreement or in any Transaction Document to the contrary in this Agreementcontrary, this Agreement shall not constitute an assignment or attempted if a Consent that is required for the assignment of any agreement a Contract to the Buyer, as set forth on Section 4.6 of the Seller’s Disclosure Schedule, is not provided prior to Closing (includingsuch Contract, without limitation, the Third Party Payor Contracts listed on Schedule 5.13a “Refused Contract”), insurance policy, license, instrument or other assets or property if the attempted assignment thereof, without the consent, approval or waiver of a third party or entity (including a Governmental Entity), would constitute a breach thereof or a violation of any Law, rule or regulation, unless and until such consent, approval or waiver has been grantedthen: 7.19.1. Seller covenants and agrees that in any such case, except with respect to the Third Party Payor Contracts listed on Schedule 5.13, the beneficial interests of Seller in and to any such assets or property shall in any event pass at the Closing to Buyer, and Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust for the benefit written request of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will shall cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer all of the benefits of, and to have Buyer assume the obligations and burdens to the extent set forth in Section 2.3 with respect to, such Refused Contract (each such Refused Contract, a “Selected Refused Contract”). In such event, until such consent has been obtained, (i) Buyer shall use commercially reasonable efforts to perform in Seller’s name (as applicable) all of and under such obligations; provided, however, that Buyer shall not be required to take any action in performing such obligations which, in Buyer’s reasonable judgment, would subject Buyer to any liability or an unreasonable risk of incurring any such assets or property. liability in excess of Seller’s obligations thereunder, and (ii) Seller shall take all actions reasonably requested by Buyer agrees to make enforce for the benefit of Buyer any and all payments required to be made rights of Seller with respect to any such assets or property Selected Refused Contract at the sole cost and expense of Buyer; 7.19.2. Seller authorizes Buyer to assume perform all liabilities or other of its respective obligations arising from and after the Closing Date with respect thereto except to all Refused Contracts that are not assigned to Buyer at the Closing. Seller agrees to remit promptly to Buyer all collections or payments received by Seller in respect of all Selected Refused Contracts, net of all Costs and Expenses (as a result defined below) that have not been reimbursed by Buyer, and shall hold all such collections or payments in trust for the benefit of, and promptly pay the same over to, Buyer; provided, however, that nothing herein shall create or provide any rights or benefits in or to third parties. “Costs and Expenses” means (i) compensation for any resources of Seller at reasonable rates and (ii) any directly related, actual reasonable out of pocket third party costs and expenses incurred by Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension of the current term of such contracts unless Seller is thereupon released from all obligations under such contracts.; and

Consents of Third Parties. (a) Notwithstanding anything in this Agreement or in any agreement contemplated hereby (each, a “Related Agreement”) to the contrary in this Agreementcontrary, neither this Agreement nor any such Related Agreement shall not constitute an agreement to assign or otherwise transfer, or require Buyer to assume any obligations under, any Assigned Contract if an attempted assignment or attempted assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereoftransfer thereof would, without the consent, approval or waiver consent of a third party to such assignment or entity (including a Governmental Entity)transfer, would constitute a breach thereof thereof, would be ineffective, would affect adversely the rights of Buyer thereunder or a violation of would violate any Law, rule or regulation, unless and until such consent, approval or waiver has been granted. Seller covenants and agrees that in Buyer shall use commercially reasonable efforts to obtain any such case, except with respect to required consents following the Third Party Payor Contracts listed on Schedule 5.13, the beneficial interests of Seller in and to any such assets or property shall in any event pass at the Closing to BuyerClosing, and Seller and shall provide reasonable cooperation to Buyer covenant and agree that, from and after the Closing, (a) Seller will hold in seeking to obtain any and such consent. Buyer shall be responsible for all costs or expenses to obtain any such assets consents or property in trust for the benefit of Buyer, its successors and assigns, approvals. (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will The Sellers shall cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer all of the benefits of, and to have Buyer assume the burdens, (i) Buyer shall use commercially reasonable efforts to perform in the Sellers’ names, at the Buyer’s expense and, in respect of and under any such assets or property. the incremental costs incurred by Buyer agrees to make in performing in the Sellers’ names, all payments required to be made of the Sellers’ obligations with respect to each Assigned Contract; provided, however, that the Sellers shall not be required to take any action in performing such assets obligations which, in Buyer’s reasonable judgment, would subject Buyer to any liability or property an unreasonable risk of incurring any such liability and (ii) the Sellers shall take all actions reasonably requested by Buyer to assume enforce for the benefit of Buyer any and all liabilities or other rights of the Sellers with respect to any such Assigned Contract. (c) The Sellers each hereby authorize Buyer to perform all of its obligations arising from and after the Closing Date with respect thereto except as to all Assigned Contracts and the Sellers each hereby grant to Buyer a result power of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect attorney to an unassigned contract, Buyer will not obtain any extension act in the name of the current term Sellers with respect thereto. Such power of attorney shall be coupled with an interest and shall be irrevocable. The Sellers agree to remit promptly to Buyer all collections or payments received by the Sellers in respect of all such contracts unless Seller is thereupon released from Assigned Contracts, and shall hold all obligations under such contractscollections or payments in trust for the benefit of, and promptly pay the same over to, the Buyer; provided, however, that nothing herein shall create or provide any rights or benefits in or to third parties.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement or in any Related Agreement to the contrary in this Agreementcontrary, neither this Agreement nor any such Related Agreement shall not constitute an agreement to assign or otherwise transfer any Assigned Contract or any other Acquired Asset, or any rights thereunder, if an attempted assignment or attempted assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereoftransfer thereof would, without the consent, approval or waiver consent of a third party to such assignment or entity (including a Governmental Entity)transfer, would constitute a breach thereof thereof, would be ineffective or a violation would affect adversely the rights of the Buyer or the Sellers thereunder. (b) If any Lawsuch consent has not been obtained as of the Closing Date, rule or regulationthe Sellers and the Seller Parent shall continue to use all commercially reasonable efforts to obtain such consent after the Closing. In such circumstances, unless and until such consent, approval or waiver consent has been granted. Seller covenants and agrees that obtained, the Buyer shall use all commercially reasonable efforts to perform in any such case, except the name of the Sellers all of the obligations of the Sellers with respect to each Assigned Contract for which any such consent has not been obtained; provided, however, that the Third Party Payor Contracts listed on Schedule 5.13Buyer shall not be required to take any action in performing such obligations which, in the Buyer's reasonable judgment, would subject the Buyer to any significant Liability or an unreasonable risk of incurring any such Liability. (c) If any Assigned Contract or other Acquired Asset is not transferred to the Buyer at the Closing pursuant to this Agreement, the beneficial interests Sellers and the Seller Parent shall cooperate with the Buyer in any reasonable arrangement requested by the Buyer and designed to provide for the Buyer all of the benefits of, and to have the Buyer assume the burdens, liabilities, obligations and expenses expressly assumed by the Buyer hereunder with respect to, such Assigned Contract or other Acquired Asset, as applicable. At the Buyer's request, the Sellers and the Seller in Parent shall, at Buyer's expense, take all reasonable actions requested by the Buyer to enforce for the benefit of the Buyer any and all rights of the Sellers or any Seller Affiliate with respect to any such assets Assigned Contract or property shall in any event pass at other Acquired Asset that is not otherwise transferred pursuant to the provisions of this Agreement. The Sellers hereby authorize the Buyer to perform all of the Sellers' obligations after the Closing with respect to Buyerall such Assigned Contracts and other Acquired Assets and hereby grant to the Buyer a power of attorney to act in the name of the Sellers with respect thereto. Such power of attorney shall be coupled with an interest and shall be irrevocable. The Sellers and the Seller Parent agree to remit, or cause to be remitted, promptly to the Buyer all collections or payments received by the Sellers or any Seller Affiliate in respect of all such Assigned Contracts and other Acquired Assets, and Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will shall hold any and or cause to be held all such assets collections or property payments in trust for the benefit of, and promptly pay the same over to, the Buyer; provided, however, that nothing herein shall create or provide any rights or benefits in or to third parties. (d) If, subsequent to the Closing, a claim brought within one year of Closing by any party challenging any of the transactions contemplated hereby results in any ruling or order which has the result of frustrating in a material way the transfer of any of the Acquired Assets hereunder to the Buyer or the Buyer's use thereof pursuant to the applicable transfer and licensing provisions contained herein, the Sellers and the Seller Parent shall cooperate with the Buyer in any reasonable arrangement requested by the Buyer and designed to give the Buyer, its successors as nearly as possible, the same economic benefits, and assignsto have the Buyer assume the same burdens, (b) Seller liabilities, obligations and Buyer will use their respective reasonable effortsexpenses, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete as if such transfer or transfers as soon as reasonably possible, and license had been consummated in accordance with the provisions hereof. (de) Seller will cooperate with Buyer Nothing in this Section 1.7 shall be deemed to modify in any assignmentrespect any of the Sellers or the Seller Parent's representations or warranties set forth herein or the conditions to the Buyer's obligations contained in Article V hereof, subcontract be deemed a waiver by the Buyer of its right to have received on or other reasonable arrangement designed to provide for Buyer the benefits of and under any such assets or property. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and after before the Closing Date with respect thereto except as a result an effective assignment of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension all of the current term of such contracts unless Seller is thereupon released Acquired Assets or be deemed to constitute an agreement to exclude from all obligations the Acquired Assets any assets described under such contractsSection 1.1.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement or in any Related Agreement to the contrary in this Agreementcontrary, neither this Agreement nor any such Related Agreement shall not constitute an agreement to assign or otherwise transfer, or require Buyer to assume any obligations under, any Assigned Contract if an attempted assignment or attempted assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereoftransfer thereof would, without the consent, approval or waiver consent of a third party to such assignment or entity (including a Governmental Entity)transfer, would constitute a breach thereof thereof, would be ineffective, would affect adversely the rights of Buyer thereunder or a violation would violate any applicable Law. If any such consent has not been obtained as of the Closing Date and Buyer nevertheless determines to proceed with the Closing, the Seller and the Parent shall use their respective best efforts to obtain such consent following the Closing, and Buyer will provide reasonable cooperation to the Seller and the Parent in seeking to obtain any Law, rule or regulation, unless and until such consent, approval . The Seller and the Parent shall pay and discharge any and all out-of-pocket costs or waiver has been granted. Seller covenants and agrees that in expenses of seeking to obtain or obtaining any such case, except with respect consent or approval whether before or after the Closing Date. (b) If any Assigned Contract is not transferred to the Third Party Payor Contracts listed on Schedule 5.13, the beneficial interests of Seller in and to any such assets or property shall in any event pass Buyer at the Closing pursuant to Buyerthis Agreement, and the Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will Parent shall cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer all of the benefits of, and to have Buyer assume the obligations to the extent set forth in Section 1.3 with respect to, such Assigned Contract. In such event, until such consent has been obtained, (i) Buyer shall use commercially reasonable efforts to perform in the Seller’s or the Parent’s name (as applicable) all of and under such obligations; provided, however, that Buyer shall not be required to take any action in performing such obligations which, in Buyer’s reasonable judgment, would subject Buyer to any Liability or an unreasonable risk of incurring any such assets or property. Liability and (ii) the Seller and the Parent shall take all actions reasonably requested by Buyer agrees to make enforce for the benefit of Buyer any and all payments required to be made rights of the Seller with respect to any such assets or property Assigned Contract. (c) The Seller and the Parent hereby authorize Buyer to assume perform all liabilities or other of their respective obligations arising from and after the Closing Date with respect thereto except as a result to all Assigned Contracts that are not assigned to Buyer at the Closing. The Seller and the Parent agree to remit promptly to Buyer all collections or payments received by the Seller or the Parent in respect of Seller's negligence all such Assigned Contracts, and shall hold all such collections or willful misconductpayments in trust for the benefit of, regardless of whether and promptly pay the same over to, Buyer; provided, however, that nothing herein shall create or provide any such consent, approval rights or waiver has been obtained. With benefits in or to third parties. (d) Nothing in this Section 1.7 shall be deemed to modify in any respect to an unassigned contract, Buyer will not obtain any extension of the current term Seller’s or the Parent’s representations or warranties set forth herein or the conditions to Buyer’s obligations contained in ARTICLE VI hereof, be deemed a waiver by Buyer of such contracts unless Seller is thereupon released its right to have received on or before the Closing Date an effective assignment of all of the Acquired Assets or be deemed to constitute an agreement to exclude from all obligations the Acquired Assets any assets described under such contractsSection 1.1.

Consents of Third Parties. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, this Agreement shall not constitute an assignment agreement to assign any asset or attempted assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument claim or other assets right or property any benefit arising under or resulting from such asset if the an attempted assignment thereof, without the consent, approval or waiver consent of a third party or entity (including a Governmental Entity)party, would constitute a breach thereof or a violation other contravention of the rights of such third party, would be ineffective with respect to any Lawparty to an agreement concerning such asset, rule or regulation, unless and until such consent, approval or waiver has been granted. Seller covenants and agrees that would in any way adversely affect the rights of Sellers or, upon transfer, Purchasers under such asset. In such case, except with respect to the Third Party Payor Contracts listed on Schedule 5.13extent possible, (a) the beneficial interest in or to such assets (collectively, the beneficial interests of Seller in and to any such assets or property “Beneficial Rights”) shall in any event pass at as of the Closing Date to Buyer, Purchasers under this Agreement; and Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assigns, (b) Seller pending such consent, and Buyer will so long as Sellers transfer and turn over all Beneficial Rights with respect to each such asset, Purchasers shall assume or discharge the Liabilities of Sellers under such Beneficial Rights (to the extent such obligations are U.S. Assumed Liabilities or U.K. Assumed Liabilities, respectively) as agent for Sellers, and Sellers shall act as Purchasers’ agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Purchasers and Sellers shall use their respective commercially reasonable effortsefforts (provided that no party shall be required to expend any money (other than reasonable attorney’s fees), in cooperation with one anotherincur any liability, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party), to obtain and secure any and all consents that may be necessary to effect a full the legal and valid sale, transfer or transfers assignment of the sameassets underlying the Beneficial Rights, (c) Seller including their formal assignment or novation, if advisable. Purchasers and Buyer Sellers will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, possible and (d) Seller will cooperate with Buyer each other in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer Purchasers the benefits Beneficial Rights including enforcement at the cost and for the account of Purchasers of any and under any all rights of Sellers against the other party thereto arising out of the breach or cancellation thereof by such assets other party or property. Buyer agrees to make all payments required to be made with respect to such assets or property otherwise, and to assume all liabilities or other obligations provide for the discharge of any Liability arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension of the current term of such contracts unless Seller is thereupon released from all obligations under such contractsassets, to the extent such Liability constitutes U.S. Assumed Liabilities or U.K. Assumed Liabilities, respectively.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, this Agreement shall not constitute an assignment agreement to assign any asset or attempted assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument claim or other assets right or property any benefit arising under or resulting from such asset if the an attempted assignment thereof, without the consent, approval or waiver consent of a third party or entity (including a Governmental Entity)party, would constitute a breach thereof or a violation other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, or would in any way adversely affect the rights of any Lawmember of the Seller Group or, rule upon transfer, Purchaser under such asset. If any transfer or regulationassignment by any member of the Seller Group to, unless and until or any assumption by Purchaser of, any interest in, or liability, obligation or commitment under, any asset requires the consent of a third party, then such assignment or assumption shall be made subject to such consent being obtained. Without limiting Section 1.04(b), to the extent any Assigned Contract may not be assigned to Purchaser by reason of the absence of any such consent, approval or waiver Purchaser shall not be required to assume any Assumed Liabilities arising under such Assigned Contract. (b) If any such consent is not obtained prior to the Closing (and without regard to whether Seller has been granted. Cured (as defined in Section 6.05) the failure to obtain such consent), Seller covenants and agrees that Purchaser shall cooperate (at their own expense) in any such caselawful and reasonable arrangement reasonably proposed by Purchaser under which Purchaser shall obtain the economic claims, except rights and benefits under the asset, claim or right with respect to which the Third Party Payor Contracts consent has not been obtained in accordance with this Agreement. Such reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to Purchaser of any and all rights of the Seller Group against the other party to such third-party agreement arising out of a breach or cancelation thereof by the other party, and (ii) the enforcement by the Seller Group of such rights (at the expense of the Seller Group but with Purchaser being obligated to reimburse the relevant member of the Seller Group for reasonable out-of-pocket costs and expenses directly related thereto). To the extent, and only to the extent, Purchaser is able to receive the economic claims, rights and benefits under an asset as set forth above, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such asset. (c) If any Consent listed on Schedule 5.133.03 with respect to a Contract with a supplier to the Business shall not have been obtained, the beneficial interests in addition to any other obligations of Seller in and under this Agreement, to the extent that the purchase price to Purchaser after the Closing for the products or services that are the subject of any such assets or property shall in any event pass at Contract is greater than would have been the Closing to Buyercase had such consent been obtained, and then Seller and Buyer covenant and agree thatshall, from and for the six month period after the Closing, reimburse Purchaser for any additional cost incurred by Purchaser in obtaining such product or service in the volumes set forth in such Contract, but only if Purchaser shall have used commercially reasonable efforts to obtain the best practicable price for such product or service. (d) Subsections (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assigns), (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) above shall not be deemed to limit (i) the rights and remedies available to Purchaser or Seller and Buyer will use their respective reasonable effortshereunder or, subject to the provisions hereof, otherwise in cooperation with one another, the event a consent is not obtained prior to make Closing or complete such transfer or transfers as soon as reasonably possible, and (dii) the obligations of Seller will cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer the benefits of and under any such assets or property. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension of the current term of such contracts unless Seller is thereupon released from all obligations under such contractshereunder.

Consents of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if any assignment or attempted transfer or attempt to make such an assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereof, transfer is not permitted without the consent, approval or waiver of of, or notice to, a third party or entity (including a Governmental Entity), would constitute a breach or violation thereof or a violation affect adversely the rights of the Buyer, or its permitted assigns, or the applicable Seller thereunder. The Company and the Buyer shall use, and the Buyer shall cause its permitted assigns to use, their commercially reasonable efforts (including the dedication of resources thereto, but without any obligation, by either party, to expend money, commence litigation or offer or grant any financial or other accommodation to any third party) to obtain the consent, approval or waiver of, or provide the required notice to, such third parties to or of the assignment to the Buyer, or its permitted assigns, of any LawTransferred Asset and any Assumed Liability or any claim or right or any benefit arising thereunder or otherwise transfer the rights and benefits of any Non-assignable Asset (as defined below) to the Buyer, rule or regulationits permitted assigns; provided that, unless following the date hereof, the Company and until the Buyer shall, and the Buyer shall cause its permitted assigns to, cooperate in good faith to determine each third party from which such consent, approval or waiver has been grantedshall be sought. Seller covenants and agrees that in any such case, except with respect to the Third Party Payor Contracts listed on Schedule 5.13, the beneficial interests of Seller in and to any such assets or property shall in any event pass at the Closing to Buyer, and Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer the benefits of and under any such assets or property. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any If such consent, approval or waiver has been is not obtained. With respect to , or such notice is not given, or if an unassigned contractattempted assignment thereof would be ineffective or would adversely affect the rights of the Company or its Subsidiaries thereunder so that the Buyer, or its permitted assigns, as applicable, would not in fact receive all such rights, or if such asset is not transferable under applicable Law with or without such consent, approval, waiver or notice (any assets so described, the “Non-assignable Assets”), the Company and the Buyer will not obtain use their commercially reasonable efforts, including the dedication of resources thereto (but without any extension obligation to expend money, commence litigation or offer or grant any financial or other accommodation to any third party), to enter into a mutually agreeable arrangement under which the Buyer would assume the obligations and the applicable Seller would provide to the Buyer the benefits of any Non-assignable Asset, including subcontracting, sublicensing, or subleasing to the Buyer, or under which the applicable Seller would enforce for the benefit of the current term of Buyer, with the Buyer assuming such contracts unless Seller is thereupon released from all Seller’s obligations under such contractsNon-assignable Asset, any and all rights of such Seller against a third party thereto. The Buyer shall reimburse the Company for Liabilities actually incurred by the Company or its Subsidiaries arising out of the Buyer’s failure to perform thereunder to the extent that (i) the Buyer or its Subsidiaries was aware of its obligations thereunder (including because the Buyer received a copy of the relevant Contract as a Business Record or otherwise), and (ii) any such Liability does not result from the Company’s or any of its Subsidiaries’ gross negligence or willful misconduct (such costs and expenses, the “Alternative Arrangement Costs”). The applicable Seller will promptly pay to the Buyer when received all monies received, after offsetting applicable Alternative Arrangement Costs not yet paid by the Buyer or its Affiliates, by such Seller under such Non-assignable Asset or any claim or right or any benefit arising thereunder. Other than the first sentence of this Section 3.6, the provisions of this Section 3.6 shall not apply to any Government Contract directly held with, or Government Bid directly submitted to, a Governmental Body of the United States Government or the Government of Canada; provided that the entirety of this Section 3.6 shall apply to all other Government Contracts and Government Bids. Provided, in the event the Non-assignable Assets include the Canadian Assets, the Seller and the Buyer, on behalf of the Canadian Buyer, agree that, without the need for any additional agreement to such effect, the benefits of the Canadian Assets shall be for the account of the Canadian Buyer, and the Liabilities associated with the Canadian Assets and Canadian Employees (in each case, to the extent Assumed Liabilities or otherwise would have been assumed in accordance with Article VI, in each case, had the Canada Closing occurred at the Closing) shall be for the account of the Canadian Buyer for the period between the Closing Date and the earlier of the (i) Canadian Closing Date and (ii) denial described in Section 3.3(c).

Consents of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if any assignment or attempted transfer or attempt to make such an assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereof, transfer is not permitted without the consent, approval or waiver of of, or notice to, a third party or entity (including a Governmental Entity), would constitute a breach or violation thereof or a violation affect adversely the rights of the Buyer or the applicable Seller thereunder. The Company and Sellers shall use their commercially reasonable efforts (including the dedication of resources thereto, but without any obligation to expend money, commence litigation or offer or grant any financial or other accommodation to any third party), and the Buyer shall reasonably cooperate with the Company, to obtain the consent, approval or waiver of, or provide the required notice to, such third parties to or of the assignment to the Buyer (or, subject to Section 11.8, an Affiliate of the Buyer) of any LawTransferred Asset or any claim or right or any benefit arising thereunder or otherwise transfer the rights and benefits of any Non-assignable Asset (as defined below) to the Buyer or, rule subject to Section 11.8, an Affiliate of the Buyer, including, in the case of any non-transferable Permits, to cause the applicable Governmental Body to issue a new Permit to the Buyer or regulation, unless and until its Affiliate in place of such nontransferable Permit. If such consent, approval or waiver has been granted. is not obtained, or such notice is not made on or before the Closing Date, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Company, any Seller covenants and agrees or any of its or their Affiliates thereunder so that the Buyer (or, subject to Section 11.8, an Affiliate of the Buyer) would not in fact receive all such rights, or if such asset is not transferable under applicable Law with or without such consent, approval, waiver or notice (any such case, except with respect to the Third Party Payor Contracts listed on Schedule 5.13assets so described, the beneficial interests of Seller in and to any such assets or property shall in any event pass at “Non-assignable Assets”), the Closing to Buyer, and Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assigns, (b) Seller Company and Buyer will use their respective commercially reasonable effortsefforts (but without any obligation to expend money, in cooperation with one anothercommence litigation or offer or grant any financial or other accommodation to any third party) to (i) obtain such required consent, to obtain and secure all consents that may be necessary to effect a full and valid transfer approval, waiver or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers notice as soon as reasonably possiblepractical following the Closing Date, and (dii) Seller will provide to the Buyer or its Affiliates the benefits of the applicable Non-assignable Assets to the extent such provision would not violate any third party right; provided that the Buyer (or, subject to Section 11.8, an Affiliate of the Buyer) shall fulfill the corresponding obligations to the extent the Buyer, or their applicable Affiliates, would have been responsible therefor if such consent, approval, waiver or notice had been obtained, (iii) cooperate with Buyer in any assignment, subcontract or other reasonable and lawful arrangement designed to provide such benefits to the Buyer (or, subject to Section 11.8, an Affiliate of the Buyer) and (iv) enforce at the request of the Buyer (or, subject to Section 11.8, an Affiliate of the Buyer) and for the account of the Buyer or such Affiliate any rights of the benefits of and under Sellers arising from any such assets or propertyNon-assignable Assets (including the right to elect to terminate any Assigned Contract in accordance with the terms thereof upon the request of the Buyer). Buyer agrees to make all payments required to be made In connection with respect to such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consentarrangement, approval the Buyer shall reimburse the Company, the applicable Seller and each of their applicable Affiliates for any reasonable and documented out-of-pocket costs and expenses actually incurred by the Company, the applicable Seller and each of their applicable Affiliates in connection with the performance of any such Non-assignable Assets to extent that such out-of-pocket costs and expenses would have been otherwise incurred by the Buyer or waiver has its Affiliates had such Non-assignable Asset been obtainedassigned, transferred or conveyed as contemplated by this Agreement, including any Liability arising out of Buyer’s failure to perform thereunder (such costs and expenses, the “Alternative Arrangement Costs”). With respect The applicable Seller will promptly pay to the Buyer (or, subject to Section 11.8, an unassigned contract, Buyer will not obtain any extension Affiliate of the current term Buyer) when received all monies received (other than Taxes that are the obligation of the applicable Seller to remit to the relevant Taxing Authority), after offsetting applicable Alternative Arrangement Costs not yet paid by the Buyer or its Affiliates, by such contracts unless Seller is thereupon released from all obligations under such contractsNon-assignable Asset or any claim or right or any benefit arising thereunder.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement or in any Related Agreement to the contrary in this Agreementcontrary, neither this Agreement nor any such Related Agreement shall not constitute an agreement to assign or otherwise transfer, or require the Buyer to assume any obligations under, any Assigned Contract if an attempted assignment or attempted assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereoftransfer thereof would, without the consent, approval or waiver consent of a third party to such assignment or entity (including a Governmental Entity)transfer, would constitute a breach thereof thereof, would be ineffective, would affect adversely the rights of the Buyer thereunder or a violation would violate any applicable Law. If any such consent has not been obtained as of the Closing Date and the Buyer nevertheless determines to proceed with the Closing, the Seller shall use its best efforts to obtain such consent following the Closing, and the Buyer will provide reasonable cooperation to the Seller in seeking to obtain any Law, rule or regulation, unless and until such consent, approval . The Seller shall pay and discharge any and all out-of-pocket costs or waiver has been granted. Seller covenants and agrees that in expenses of seeking to obtain or obtaining any such case, except with respect consent or approval before the Closing Date. (b) If any Assigned Contract is not transferred to the Third Party Payor Contracts listed on Schedule 5.13, the beneficial interests of Seller in and to any such assets or property shall in any event pass Buyer at the Closing pursuant to Buyerthis Agreement, and the Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will shall cooperate with the Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for the Buyer all of the benefits of, and to have the Buyer assume the obligations to the extent set forth in Section 1.3 with respect to, such Assigned Contract. In such event, until such consent has been obtained, (i) the Buyer shall use commercially reasonable efforts to perform in the Seller’s name (as applicable) all of and under any such assets or property. obligations; provided, however, that the Buyer agrees to make all payments shall not be required to be made take any action in performing such obligations which, in the Buyer’s reasonable judgment, would subject the Buyer to an unreasonable risk of incurring a Liability and (ii) the Seller shall take all actions reasonably requested by the Buyer to enforce for the benefit of the Buyer any and all rights of the Seller with respect to any such assets or property and Assigned Contract. (c) The Seller hereby authorizes the Buyer to assume perform all liabilities or other of its obligations arising from and after the Closing Date with respect thereto except as a result to all Assigned Contracts that are not assigned to the Buyer at the Closing. The Seller agrees to remit promptly to the Buyer all collections or payments received by the Seller in respect of Seller's negligence all such Assigned Contracts, and shall hold all such collections or willful misconductpayments in trust for the benefit of, regardless of whether and promptly pay the same over to, the Buyer; provided, however, that nothing herein shall create or provide any such consent, approval rights or waiver has been obtained. With benefits in or to third parties. (d) Nothing in this Section 1.7 shall be deemed to modify in any respect to an unassigned contract, Buyer will not obtain any extension of the current term Seller’s representations or warranties set forth herein or the conditions to the Buyer’s obligations contained in ARTICLE VI hereof, be deemed a waiver by the Buyer of such contracts unless Seller is thereupon released its right to have received on or before the Closing Date an effective assignment of all of the Acquired Assets or be deemed to constitute an agreement to exclude from all obligations the Acquired Assets any assets described under such contractsSection 1.1.

Consents of Third Parties. Notwithstanding anything Sellers shall diligently seek, before the Closing Date, each of the consents to the contrary assignment of the Assigned Contracts set forth in Section 5.16(c) of the Disclosure Schedule (the “Material Consents”), in form and substance reasonably satisfactory to Purchaser. 7.3. Operations of the Business Prior to the Closing. During the period prior to the Closing Date, except as contemplated by this Agreement, this Agreement Sellers shall operate and carry on the Business only in the Ordinary Course of Business. Consistent with the foregoing, Sellers shall, unless otherwise agreed in writing by Purchaser (a) keep and maintain the Purchased Assets in good operating condition and repair subject to normal wear and tear; (b) use their commercially reasonable efforts consistent with good business practice to maintain the Business intact and to preserve the goodwill of the suppliers, licensors, employees, customers, distributors and others having business relations with Sellers in connection with the Business; (c) maintain (except for expiration due to lapse of time) all Material Contracts in effect without change,except those Material Contracts which expire or terminate by their terms or as otherwise expressly provided herein; (d) comply with the provisions of all Laws applicable to Sellers in connection with the Purchased Assets and the conduct of the Business; (e) not cancel, release, waive or compromise any Debt in its favor other than in connection with returns for credit or replacement or receipt of payment on trade receivables in the Ordinary Course of Business; (f) not alter the rate or basis of compensation of any of its officers, directors or employees associated with the Business other than in the Ordinary Course of Business; (g) not enter into any new Material Contract; provided however, that Purchaser’s written consent to either Seller entering into any new Material Contract with any customer in the Ordinary Course of Business shall not constitute an assignment be unreasonably withheld, conditioned or attempted assignment delayed; (h) not sell, lease or otherwise dispose of any agreement properties or assets associated with the Business, except in the Ordinary Course of Business; (i) not enter into any Contractual Obligation with any Affiliate;and (j) not take any action to change accounting policies, estimates or procedures (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereof, without the consent, approval or waiver of a third party or entity (including a Governmental Entity), would constitute a breach thereof or a violation of any Law, rule or regulation, unless and until such consent, approval or waiver has been granted. Seller covenants and agrees that in any such case, except procedures with respect to revenue recognition, payments of accounts payable and collection of accounts receivable); and (k) take or omit to take any action that would cause the Third Party Payor Contracts listed on Schedule 5.13representations and warranties in Section 5.4 to be untrue at, or as of any time prior to, the beneficial interests of Seller in and to any such assets or property shall in any event pass at the Closing to Buyer, and Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer the benefits of and under any such assets or property. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension of the current term of such contracts unless Seller is thereupon released from all obligations under such contractsDate.

Consents of Third Parties. 10.4.1 Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, this Agreement Section 10.2 shall not constitute an agreement to assign any asset included in the Acquired Assets (including any Transferred Contract) or any claim, right or benefit arising under or resulting from any such asset (including any Transferred Contract), if the assignment or attempted assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment transfer thereof, without the consent, approval or waiver consent of a third party or entity (including a Governmental Entity)Third Party, would constitute a breach thereof or a violation other contravention of any Lawthe rights of such Third Party, rule or regulation, unless and until such consent, approval or waiver has been granted. Seller covenants and agrees that in any such case, except would be ineffective with respect to any party to an agreement concerning such asset (including any Transferred Contract), claim, right or benefit, or, upon assignment or transfer, would in any way adversely affect the Third Party Payor Contracts listed on Schedule 5.13rights of BMS or any Selling Affiliate or, the beneficial interests of Seller in and to upon transfer, Purchaser or any Purchasing Affiliate. If any such assets consent is not obtained prior to the Purchase Closing, such transfer or property assumption shall in be made subject to such consent being obtained. 10.4.2 If any event pass at such consent is not obtained prior to the Closing to Buyer, and Seller and Buyer covenant and agree that, from and after the Purchase Closing, (i) BMS shall use its commercially reasonable efforts for up to three (3) months following the Purchase Closing to obtain such consents as promptly as practicable after the Purchase Closing, and (ii) BMS, the Selling Affiliates and Purchaser and the Purchasing Affiliates shall cooperate (each at their own expense) in any lawful and reasonable arrangement proposed by Purchaser under which Purchaser shall obtain the economic claims, rights and benefits under any such asset included in the Acquired Assets (including any Transferred Contract) or related claim, right or benefit with respect to which the consent has not been obtained in accordance with this Section 10.4.2. Such reasonable arrangement may include (a) Seller will hold the subcontracting, sublicensing or subleasing to Purchaser of any and all rights of BMS and the Selling Affiliates against the other party to such assets Third Party Contract arising out of a breach or property in trust for cancellation thereof by the benefit of Buyerother party, its successors and assigns, (b) Seller and Buyer will use the enforcement by BMS or the Selling Affiliates of such rights. None of BMS, Purchaser or their respective reasonable effortsAffiliates shall be required to commence, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer defend or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will cooperate with Buyer participate in any assignmentlitigation, subcontract incur any obligation in favor of, or other reasonable arrangement designed to provide for Buyer the benefits of and under offer or grant any accommodation (financial or otherwise) to, any Third Party in connection with entering into or implementing such assets or property. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension of the current term of such contracts unless Seller is thereupon released from all obligations under such contractsarrangement.

Consents of Third Parties. Notwithstanding anything in this Agreement or in any Related Agreement to the contrary in this Agreementcontrary, neither this Agreement nor any such Related Agreement shall not constitute an agreement to assign or otherwise transfer, or require Buyer to assume any obligations under, any Assigned Contract if an attempted assignment or attempted assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereoftransfer thereof would, without the consent, approval or waiver consent of a third party to such assignment or entity (including a Governmental Entity)transfer, would constitute a breach thereof thereof, would be ineffective, would affect adversely the rights of Buyer thereunder or a violation would violate any applicable Law. If any such consent has not been obtained as of the Closing Date and Buyer and Parent in their respective sole discretion nevertheless determines to proceed with the Closing, Buyer and Parent may waive the closing condition that such consent be delivered at the Closing, and the Seller Entities and their respective Affiliates shall use their respective commercially reasonable efforts to obtain such consent following the Closing, and Buyer and Parent shall provide commercially reasonable cooperation to the Seller Entities and their respective Affiliates in seeking to obtain any Law, rule or regulation, unless and until such consent, approval . The Seller Entities shall pay and discharge any and all out-of-pocket costs or waiver has been granted. Seller covenants and agrees that in expenses of seeking to obtain or obtaining any such case, except with respect consent or approval whether before or after the Closing Date. If any Assigned Contract is not transferred to the Third Party Payor Contracts listed on Schedule 5.13, the beneficial interests of Seller in and to any such assets or property shall in any event pass Buyer at the Closing pursuant to Buyerthis Agreement, the Seller Entities and Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will Affiliates shall cooperate with Buyer and Parent in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer all of the benefits of and under any such assets or property. Buyer agrees to make all payments required to be made with respect to Assigned Contract until such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver consent has been obtained. With Nothing in this Section 1.7 shall be deemed to modify in any respect to an unassigned contract, Buyer will not obtain any extension of the current term Seller Entities’ representations or warranties set forth herein or the conditions to Buyer or Parent’s obligations contained in Article VI, be deemed a waiver by Buyer or Parent of such contracts unless Seller is thereupon released its right to have received on or before the Closing Date an effective assignment of all of the Acquired Assets or be deemed to constitute an agreement to exclude from all obligations the Acquired Assets any assets described under such contractsSection 1.1.

Consents of Third Parties. Notwithstanding anything Seller shall have obtained and delivered ------------------------- to Buyer on the contrary forms set forth in this Agreement, this Agreement shall not constitute an assignment Exhibit D (with respect to Franchises) and --------- Exhibit E (with respect to other third parties) or attempted assignment of any agreement (including, without limitationsuch other forms as are --------- reasonably satisfactory to Buyer, the Third Party Payor Contracts consents of the third parties listed in the "Consent" section of Schedule 6.3 and shall have issued notifications to ------------ third parties listed in the "Notices" section of Schedule 6.3 in sufficient time ------------ in advance so that any necessary notice period shall have been met (such consents and notices being referred to herein as "Required Consents"); provided, however, that for purposes of this Section 6.3, the consent of the respective utilities with which Seller has pole attachment agreements listed on Schedule 5.13)-------- 6.3 shall be deemed to have been given if, insurance policyas of the Closing, licenseany such utility --- is not threatening: (a) to refuse to: (i) consent to the assignment to Buyer of Seller's pole attachement agreement with such utility, instrument or other assets (ii) execute with Buyer a replacement pole attachment agreement in such form as is customarily executed by such utility with cable television companies and which does not contain material changes from the agreement heretofore existing between Seller and the utility, or property if (b) to order or otherwise compel the attempted assignment thereofremoval of the cable plant owned by Seller from such utility's poles. Notwithstanding the foregoing, however, Seller agrees to continue to use Seller's good faith commercially reasonable efforts subsequent to the Closing to complete the transfer to Buyer of any pole attachment agreements not actually transferred to Buyer as of the Closing Date and to pay any costs or fees charged by the applicable utility in connection with such transfers. Without Buyer's consent, the Required Consents shall contain no changes to the underlying documents to which they apply, without the consent, advance approval or waiver of a third party or entity (including a Governmental Entity), would constitute a breach thereof or a violation of any Law, rule or regulation, unless and until such consent, approval or waiver has been granted. Seller covenants and agrees that in any such case, except with respect to the Third Party Payor Contracts listed on Schedule 5.13, the beneficial interests of Seller in and to any such assets or property shall in any event pass at the Closing to Buyer, and Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assignswhich approval shall not be withheld unreasonably; provided, (b) however, that in no event will the withholding of consent by Buyer to any condition or change that will cause Buyer to incur costs in excess of $8,000 be deemed to be unreasonable. Except as otherwise provided above, nothing herein shall require Buyer or Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, agree to make or complete such transfer or transfers any payment as soon as reasonably possible, and (d) Seller will cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed a condition to provide for Buyer the benefits of and under obtaining any such assets extension or property. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension of the current term of such contracts unless Seller is thereupon released from all obligations under such contractsfor transfer.

Consents of Third Parties. (a) Notwithstanding anything ------------------------- in this Agreement to the contrary in this Agreementcontrary, this Agreement shall not constitute an assignment agreement to assign any asset or attempted assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument claim or other assets right or property any benefit arising under or resulting from such asset if the an attempted assignment thereof, without the consent, approval or waiver consent of a third party or entity (including a Governmental Entity)party, would constitute a breach thereof or a violation other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, or would in any way adversely affect the rights of any Lawmember of the Seller Group or, rule upon transfer, Purchaser under such asset. If any transfer or regulationassignment by any member of the Seller Group to, unless and until or any assumption by Purchaser of, any interest in, or liability, obligation or commitment under, any asset requires the consent of a third party, then such assignment or assumption shall be made subject to such consent being obtained. Without limiting Section 1.04(b), to the extent any Assigned Contract may not be assigned to Purchaser by reason of the absence of any such consent, approval or waiver Purchaser shall not be required to assume any Assumed Liabilities arising under such Assigned Contract. (b) If any such consent is not obtained prior to the Closing (and without regard to whether Seller has been granted. Cured (as defined in Section 6.05) the failure to obtain such consent) , Seller covenants and agrees that Purchaser shall cooperate (at their own expense) in any such caselawful and reasonable arrangement reasonably proposed by Purchaser under which Purchaser shall obtain the economic claims, except rights and benefits under the asset, claim or right with respect to which the Third Party Payor Contracts consent has not been obtained in accordance with this Agreement. Such reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to Purchaser of any and all rights of the Seller Group against the other party to such third-party agreement arising out of a breach or cancelation thereof by the other party, and (ii) the enforcement by the Seller Group of such rights (at the expense of the Seller Group but with Purchaser being obligated to reimburse the relevant member of the Seller Group for reasonable out-of-pocket costs and expenses directly related thereto). To the extent, and only to the extent, Purchaser is able to receive the economic claims, rights and benefits under an asset as set forth above, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such asset. (c) If any Consent listed on Schedule 5.133.03 with respect to a Contract with a supplier to the Business shall not have been obtained, the beneficial interests in addition to any other obligations of Seller in and under this Agreement, to the extent that the purchase price to Purchaser after the Closing for the products or services that are the subject of any such assets or property shall in any event pass at Contract is greater than would have been the Closing to Buyercase had such consent been obtained, and then Seller and Buyer covenant and agree thatshall, from and for the six month period after the Closing, reimburse Purchaser for any additional cost incurred by Purchaser in obtaining such product or service in the volumes set forth in such Contract, but only if Purchaser shall have used commercially reasonable efforts to obtain the best practicable price for such product or service. (d) Subsections (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assigns), (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) above shall not be deemed to limit (i) the rights and remedies available to Purchaser or Seller and Buyer will use their respective reasonable effortshereunder or, subject to the provisions hereof, otherwise in cooperation with one another, the event a consent is not obtained prior to make Closing or complete such transfer or transfers as soon as reasonably possible, and (dii) the obligations of Seller will cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer the benefits of and under any such assets or property. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension of the current term of such contracts unless Seller is thereupon released from all obligations under such contractshereunder.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement or in any Related Agreement to the contrary in this Agreementcontrary, neither this Agreement nor any such Related Agreement shall not constitute an agreement to assign or otherwise transfer, or require the Buyer to assume any obligations under, any Assigned Contract if an attempted assignment or attempted assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereoftransfer thereof would, without the consent, approval or waiver consent of a third party to such assignment or entity (including a Governmental Entity)transfer, would constitute a breach thereof thereof, would be ineffective, would affect adversely the rights of the Buyer thereunder or a violation would violate any applicable law. If any such consent has not been obtained as of the Closing Date the Buyer shall use its commercially reasonable efforts to obtain such consent following the Closing, and the Seller will provide reasonable cooperation to the Buyer in seeking to obtain any Law, rule or regulation, unless and until such consent, approval . The Buyer shall pay and discharge any and all out-of-pocket costs or waiver has been granted. Seller covenants and agrees that in expenses of seeking to obtain or obtaining any such case, except with respect consent or approval after the Closing Date. (b) If any Assigned Contract is not transferred to the Third Party Payor Contracts listed on Schedule 5.13, the beneficial interests of Seller in and to any such assets or property shall in any event pass Buyer at the Closing pursuant to Buyerthis Agreement, and the Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will shall cooperate with the Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for the Buyer all of the benefits of, and to have the Buyer assume the burdens, liabilities, obligations and expenses expressly assumed by the Buyer hereunder with respect to, such Assigned Contract. In such event, until such consent has been obtained, (i) the Buyer shall use commercially reasonable efforts to perform in the Seller’s name all of and under any such assets or property. Buyer agrees to make all payments required to be made the Seller’s obligations with respect to each Assigned Contract and (ii) the Seller shall take all actions reasonably requested by the Buyer to enforce for the benefit of the Buyer any and all rights of the Seller with respect to any such assets or property Assigned Contract. Buyer shall indemnify and to assume hold the Seller and Alloy harmless from any and all liabilities or other obligations Losses arising from and Buyer’s performance of any such Assigned Contract prior to it being transferred to the Buyer other than damages arising solely from a claim against the Seller or Alloy by any party to any such Assigned Contract alleging that such Assigned Contract was assigned in violation of provisions in any such Assigned Contract that prohibit assignment without consent. Notwithstanding any provision of this Agreement to the contrary, neither the Seller nor Alloy shall have any Liability whatsoever to the Buyer (including any Liability pursuant to Article VI) with respect to any Losses suffered or incurred by the Buyer arising out of or resulting from the failure to obtain any consent required under any Assigned Contract in connection with the transactions contemplated by this Agreement or from either party’s performance of its obligations pursuant to this Section 1.7. (c) The Seller hereby authorizes the Buyer to perform all of its obligations after the Closing Date with respect thereto except as a result to all Assigned Contracts that are not assigned to the Buyer at the Closing. The Seller agrees to remit promptly to the Buyer all collections or payments received by the Seller in respect of Seller's negligence all such Assigned Contracts, and shall hold all such collections or willful misconductpayments in trust for the benefit of, regardless of whether and promptly pay the same over to, the Buyer; provided, however, that nothing herein shall create or provide any such consentrights or benefits in or to third parties. If, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension following the efforts of the current term of parties pursuant to this Section 1.7, an Assigned Contract is unable to be transferred to the Buyer pursuant to the applicable transfer provisions contained herein, the Seller and the Buyer shall cooperate in any reasonable arrangement designed to give the Buyer, as nearly as possible, the same economic benefits, and to have the Buyer assume the same burdens, liabilities, obligations and expenses, as if such contracts unless Seller is thereupon released from all obligations under such contractstransfer had been consummated in accordance with the provisions hereof; provided, however, that nothing herein shall create or provide any rights or benefits in or to third parties.

Consents of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment or attempted assignment of any agreement (including, including without limitation, the Third Party Payor Contracts listed on Schedule 5.13limitation any third party payor contracts), insurance policy, license, instrument or other assets asset or property (“Consent Matters”) if the attempted assignment thereof, without the consent, approval or waiver of a third party or entity (including an agency or operation of the Federal or a Governmental EntityState government), would constitute a breach thereof or a violation of any Law, rule law or regulation, unless and until such consent, approval or waiver has been granted. Seller covenants and agrees that in any such case, except with respect to the Third Party Payor Contracts listed on Schedule 5.13, case the beneficial interests of Seller in and to any such assets or property Consent Matter shall in any event pass at the Closing to Buyer, and Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property Consent Matters in trust for the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers same as soon as reasonably possible, and (dc) Seller will cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer the benefits of and under any such assets or propertyConsent Matter. Buyer agrees to make all payments required to be made with respect to such assets or property Consent Matter and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's ’s negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension of the current term of such contracts unless Seller is thereupon released from all obligations under such contracts.