Common use of Consents of Third Parties Clause in Contracts

Consents of Third Parties. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign any asset or any claim or right or any benefit arising under or resulting from such asset, or to assume any liability, obligation or commitment, if an attempted assignment or assumption thereof, without the Consent of a third party, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, liability, obligation or commitment, or would in any way adversely affect the rights of Ashland or, upon transfer, HoldCo with respect to such asset, liability, obligation or commitment. If any transfer or assignment by Ashland, or any assumption by HoldCo, of any interest in, or liability, obligation or commitment under, any asset requires the Consent of a third party, then such transfer or assignment or assumption shall be made subject to such Consent being obtained. Except as set forth in Section 1.04(b), Ashland shall not have any liability or obligation under this Agreement arising out of or relating to the failure to obtain any such Consent that may be required in connection with the Transactions contemplated by this Agreement or because of any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), no representation, warranty or covenant of Ashland herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such Consent or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. (b) If any such Consent is not obtained prior to the Closing, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Ashland and HoldCo shall cooperate (at their own expense) in any lawful and reasonable arrangement proposed by HoldCo under which HoldCo 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. Such reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to HoldCo of any and all rights of Ashland against the other party to such third-party agreement arising out of a breach or cancellation thereof by the other party and (ii) the enforcement by Ashland of such rights. With respect to the Assigned Contracts listed in Section 1.04(b) of the Maleic Business Disclosure Letter, if the provision of such economic claims, rights and benefits to HoldCo shall violate the rights of such other party, Ashland shall otherwise compensate HoldCo for the reasonable value, if any, of such economic claims, rights and benefits, so long as HoldCo shall have complied with its obligations under the first sentence of this Section 1.04(b).

Consents of Third Parties. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign any asset or any claim or right or any benefit arising under or resulting from such asset, or to assume any liability, obligation or commitment, if an attempted assignment or assumption thereof, without the Consent of a third party, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, liability, obligation or commitment, or would in any way adversely affect the rights of Ashland or, upon transfer, HoldCo with respect to such asset, liability, obligation or commitment. If any transfer or assignment by Ashland, or any assumption by HoldCo, of any interest in, or liability, obligation or commitment under, any asset requires the Consent of a third party, then such transfer or assignment or assumption shall be made subject to such Consent being obtained. Except as set forth in Section 1.04(b), Ashland shall not have any liability or obligation under this Agreement arising out of or relating to the failure to obtain any such Consent that may be required in connection with the Transactions contemplated by this Agreement or because of any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), no representation, warranty or covenant of Ashland herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such Consent or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. (b) If any such Consent is not obtained prior to the Closing, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Ashland and HoldCo shall cooperate (at their own expense) in any lawful and reasonable arrangement proposed by HoldCo under which HoldCo 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. Such reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to HoldCo of any and all rights of Ashland against the other party to such third-party agreement arising out of a breach or cancellation thereof by the other party and (ii) the enforcement by Ashland of such rights. With respect to the Assigned Contracts listed in Section 1.04(b) of the Maleic Business VIOC Centers Disclosure Letter, if the provision of such economic claims, rights and benefits to HoldCo shall violate the rights of such other party, Ashland shall otherwise compensate HoldCo for the reasonable value, if any, of such economic claims, rights and benefits, so long as HoldCo shall have complied with its obligations under the first sentence of this Section 1.04(b).

Consents of Third Parties. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any asset Purchased Asset or any claim or right or any benefit arising under thereunder or resulting from therefrom if any assignment or transfer or attempt to make such assetan assignment or transfer is not permitted without the consent, approval or waiver of, or to assume any liabilitynotice to, obligation or commitment, if an attempted assignment or assumption thereof, without the Consent of a third party, party or would constitute a breach or other contravention of violation thereof or affect adversely the rights of Buyer or the applicable Seller Party thereunder. Seller shall, or shall cause the applicable Seller Parties to, use commercially reasonable efforts (including the dedication of resources thereto, but without any obligation to expend any material amount of money, commence litigation or offer or grant any material financial or other accommodation to any third party), and Buyer shall reasonably cooperate with Seller, to obtain the consent, approval or waiver of, or provide the required notice to, such third partyparties to or of the assignment to the Buyer of any Purchased 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 Buyer. If such consent, approval or waiver is not obtained, or such notice is not made on or before the Closing Date, or if an attempted assignment thereof would be ineffective with respect to any party to an agreement concerning such asset, liability, obligation or commitment, or would in any way adversely affect the rights of Ashland or, upon transfer, HoldCo with respect to any Seller Party or any of its or their Affiliates thereunder so that the Buyer would not in fact receive all such asset, liability, obligation or commitment. If any transfer or assignment by Ashlandrights, or if such asset is not transferable under applicable Requirements of Law with or without such consent, approval, waiver or notice (any assumption by HoldCoassets so described, of any interest inthe “Non-assignable Assets”), Seller shall, or liabilityshall cause the applicable Seller Parties to, use commercially reasonable efforts (but without any obligation to expend a material amount of money, commence litigation or commitment under, offer or grant any asset requires the Consent of a material financial or other accommodation to any third party, then such transfer or assignment or assumption shall be made subject to such Consent being obtained. Except as set forth in Section 1.04(b), Ashland and Buyer shall not have any liability reasonably cooperate with Seller, to (i) obtain such required consent, approval, waiver or obligation under this Agreement arising out notice as soon as practical following the Closing Date, (ii) provide to Buyer the benefits of or relating the applicable Non-assignable Assets to the failure extent such provision would not violate any third party right; provided that Buyer shall fulfill the corresponding obligations to obtain the extent the Buyer would have been responsible therefor if such consent, approval, waiver or notice had been obtained and such Non-assignable Assets assigned to Buyer, (iii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Buyer and (iv) enforce at the request of Buyer and for the account of Buyer any rights of the Seller Parties arising from any such Consent that may be required Non-assignable Assets (including the right to elect to terminate any Seller Agreement in accordance with the terms thereof upon the request of Buyer). In connection with any such arrangement, Buyer shall reimburse the applicable Seller Party and each of their applicable Affiliates for any reasonable and documented out-of-pocket costs and expenses actually incurred by the applicable Seller Party and each of their applicable Affiliates in connection with the Transactions performance of any such Non-assignable Assets, but only to the extent that such out-of-pocket costs and expenses would have been otherwise incurred by Buyer or its Affiliates had such Non-assignable Asset been assigned, transferred or conveyed as contemplated by this Agreement or because of Agreement, including any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), no representation, warranty or covenant of Ashland herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim or investigation commenced or threatened by or on behalf of any person liability arising out of Buyer’s failure to perform thereunder (such costs and expenses, the “Alternative Arrangement Costs”). Seller shall, or relating shall cause the applicable Seller Party to, promptly pay to Buyer when received all monies received (other than Taxes that are the obligation of the applicable Seller Party to remit to the failure to obtain any relevant Governmental Body), after offsetting applicable Alternative Arrangement Costs incurred but not yet reimbursed by Buyer or its Affiliates, by such Consent Seller Party under such Non-assignable Asset or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. (b) If any such Consent is not obtained prior to the Closing, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Ashland and HoldCo shall cooperate (at their own expense) in any lawful and reasonable arrangement proposed by HoldCo under which HoldCo shall obtain the economic claims, rights and benefits under the asset, claim or right with respect to which or any benefit arising thereunder. Notwithstanding the Consent has not been obtained foregoing, nothing in accordance with this Agreement. Such reasonable arrangement may include (i) Section 3.5 shall limit the subcontracting, sublicensing or subleasing to HoldCo of any and all rights of Ashland against the other party to such third-party agreement arising out of a breach or cancellation thereof by the other party and (ii) the enforcement by Ashland of such rights. With respect to the Assigned Contracts listed in Section 1.04(b) obligations of the Maleic Business Disclosure Letter, if the provision of such economic claims, rights and benefits to HoldCo shall violate the rights of such other party, Ashland shall otherwise compensate HoldCo for the reasonable value, if any, of such economic claims, rights and benefits, so long as HoldCo shall have complied with its obligations Seller Parties under the first sentence of this Section 1.04(b)Transition Services Agreement.

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 under or resulting from such asset, or to assume any liability, obligation or commitment, asset if an attempted assignment or assumption thereof, without the Consent consent of a third party, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, liability, obligation or commitment, or would in any way adversely affect the rights of Ashland HyperFeed or, upon transfer, HoldCo with respect to the Company under such asset, liability, obligation or commitment. If any transfer or assignment by AshlandHyperFeed to, or any assumption by HoldCothe Company of, of any interest in, or liability, obligation or commitment under, any asset requires the Consent consent of a third party, then such transfer or assignment or assumption shall be made subject to such Consent consent being obtained. Except as set forth in Section 1.04(b)To the extent any HyperFeed Contract may not be assigned to the Company by reason of the absence of any such consent, Ashland the Company shall not have any liability or obligation under this Agreement arising out of or relating to the failure to obtain any such Consent that may be required in connection with the Transactions contemplated by this Agreement or because of to assume any circumstances resulting therefrom, in each case so long as Ashland Assumed HyperFeed Liabilities and if not assigned shall have complied with its obligation not be entitled to receive benefits arising under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), no representation, warranty or covenant of Ashland herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such Consent or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such ConsentsHyperFeed Contract. (b) If In connection with those consents that have not been obtained as of the date hereof, HyperFeed and the Company hereby agree that, until any such Consent required consent is obtained, HyperFeed, or one or more of its subsidiaries, as appropriate, shall, with the reasonable and necessary cooperation of the Company, and at the Company's direction, continue to fulfill any and all obligations and commitments, and enforce any and all rights, of HyperFeed in connection with any asset, claim or right that constitutes a HyperFeed Asset but for which any required consent has not obtained prior been obtained, and that the Company shall be entitled to the Closing, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Ashland and HoldCo shall cooperate (at their own expense) in any lawful and reasonable arrangement proposed by HoldCo under which HoldCo shall obtain all of the economic claims, rights and benefits under the such asset, claim or right with respect and HyperFeed shall pay or cause to which the Consent has not been obtained in accordance with this Agreement. Such reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to HoldCo of any and all rights of Ashland against the other party to such third-party agreement arising out of a breach or cancellation thereof by the other party and (ii) the enforcement by Ashland of such rights. With respect be paid to the Assigned Contracts listed in Section 1.04(b) of the Maleic Business Disclosure Letter, if the provision of Company all such economic claims, rights and benefits to HoldCo as promptly as practicable following receipt by HyperFeed or any of its subsidiaries; provided that the Company shall violate the rights of such other party, Ashland shall otherwise compensate HoldCo be responsible for the reasonable valueAssumed HyperFeed Liabilities, if any, arising under such asset, claim or right, to the extent that the Company has received the economic benefit of such economic claimsasset, rights claim or right, and benefitsfurther provided that the Company shall reimburse HyperFeed for its costs to fulfill any such obligations, so long as HoldCo shall have complied with its obligations under the first sentence commitments or enforcement of this Section 1.04(b)rights.

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 under thereunder or resulting from such asset, or to assume any liability, obligation or commitment, therefrom if an attempted assignment or assumption thereof, without the Consent consent of a third party, would constitute a breach or other contravention of the rights of such third partythereof, would be ineffective with respect to any party to an agreement concerning such asset, liability, obligation or commitment, thereto or would in any way adversely affect the rights of Ashland Seller or, upon transfer, HoldCo with respect to such asset, liability, obligation or commitment. If Purchaser thereunder; and any transfer or assignment by AshlandSeller to, or any assumption by HoldCoby, Purchaser of any interest in, or liability, obligation or commitment under, any such asset that requires the Consent consent of a third party, then such transfer or assignment or assumption party shall be made subject to such Consent consent being obtained. Except as set forth in 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 and the Purchaser does not otherwise get any benefit of such Assigned Contract, Ashland Purchaser shall not have any liability or obligation under this Agreement arising out of or relating to the failure to obtain any such Consent that may be required in connection with the Transactions contemplated by this Agreement to assume any Assumed Liabilities arising under such Assigned Contract other than those liabilities, obligations or because of any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation commitments that would constitute Assumed Liabilities under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), no representation, warranty or covenant of Ashland herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of clause (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such Consent or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents1.03(a). (b) If any such Consent consent is not obtained prior to the Closing, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Ashland Seller and HoldCo Purchaser shall cooperate (at their own each party's expense) in any lawful and reasonable arrangement reasonably proposed by HoldCo Purchaser under which HoldCo Purchaser shall obtain the economic claims, rights and benefits under the asset, claim or right with respect to which the Consent consent has not been obtained in accordance with this Agreement. Such reasonable arrangement may include (i) the , including subcontracting, sublicensing or subleasing to HoldCo Purchaser and enforcement of any and all rights of Ashland Seller against the other party to such third-party agreement thereto arising out of a breach or cancellation thereof by the other party and party; provided, however, that the parties shall not be required to pay or -------- ------- commit to pay any amount to (iior incur any obligation in favor of) the enforcement by Ashland of any person from whom any such rights. With respect to the Assigned Contracts listed in Section 1.04(b) of the Maleic Business Disclosure Letter, if the provision of such economic claims, rights and benefits to HoldCo shall violate the rights of such consent may be required (other party, Ashland shall otherwise compensate HoldCo for the reasonable value, if any, of such economic claims, rights and benefits, so long as HoldCo shall have complied with its obligations under the first sentence of this Section 1.04(bthan nominal filing or application fees).

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 distribute, contribute, sell, assign, transfer, novate, convey or deliver, directly or indirectly, any asset (including any Contract (which, for the avoidance of doubt, includes any lease, sublease or any similar agreement), Permit or Intellectual Property), claim or right right, or any benefit arising under or resulting from such asset, claim or to assume any liability, obligation or commitmentright, if an attempted assignment direct or assumption indirect distribution, contribution, sale, assignment, transfer, novation, conveyance or delivery thereof, without the Consent of a third party, (i) would constitute a breach or other contravention of the rights of such third party, (ii) would violate applicable Law, (iii) would be ineffective with respect to any party to an agreement a Contract concerning such asset, liability, obligation claim or commitment, right or (iv) would in any way adversely affect the rights of Ashland the Company or, upon transfer, HoldCo with respect to Purchaser, under such asset, liability, obligation claim or commitmentright. If any transfer direct or assignment indirect distribution, contribution, sale, assignment, transfer, novation, conveyance or delivery by Ashland, the Company or any direct or indirect assumption by HoldCoby, Purchaser, of any interest in, or liability, obligation or commitment Liability under, any asset asset, claim or right requires the Consent of a third party, then such transfer or assignment distribution, contribution, sale, assignment, transfer, novation, conveyance, delivery or assumption shall be made subject to such Consent being obtained. Except as set forth in Section 1.04(b), Ashland Purchaser agrees that neither the Company nor any Affiliate of the Company shall not have any liability or obligation (except liability to the extent arising from the Company’s breach of its obligations under this Agreement Section 1.03(b)) whatsoever to Purchaser arising out of or relating to the failure to obtain any such Consent that may be required in connection with the Transactions transactions contemplated by this Agreement or because of any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), Purchaser further agrees that no representation, warranty or covenant of Ashland the Company herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, in and of itself, as a result of (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim lawsuits, claims, suits, actions, arbitrations, investigations, inquiries or investigation other proceedings (“Proceedings”) commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such Consent or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. (b) If any such Consent referred to in Section 1.03(a) is not obtained prior to the Closing, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Ashland Purchaser shall use its reasonable best efforts to secure such Consent as promptly as practicable after the Closing and HoldCo the Company shall provide or cause to be provided all commercially reasonable assistance to Purchaser (not including the payment of any consideration or concession of any right) reasonably requested by Purchaser to secure such Consent after the Closing or cooperate with Purchaser (at their own Purchaser’s sole cost and expense) in any lawful and commercially reasonable arrangement reasonably proposed by HoldCo Purchaser under which HoldCo (i) Purchaser shall obtain (without infringing upon the legal rights of such third party or violating any applicable Law) 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. Such reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to HoldCo of any and all rights of Ashland against the other party to such third-party agreement arising out of a breach or cancellation thereof by the other party Agreement and (ii) the enforcement by Ashland of such rights. With Purchaser shall assume any related economic burden with respect to the Assigned Contracts listed asset, claim or right with respect to which the Consent has not been obtained in Section 1.04(b) of the Maleic Business Disclosure Letter, if the provision of such economic claims, rights and benefits to HoldCo shall violate the rights of such other party, Ashland shall otherwise compensate HoldCo for the reasonable value, if any, of such economic claims, rights and benefits, so long as HoldCo shall have complied accordance with its obligations under the first sentence of this Section 1.04(b)Agreement.

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 under or resulting from such asset, or to assume any liability, obligation or commitment, asset if an attempted assignment or assumption thereof, without the Consent consent of a third party, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, liability, obligation or commitment, or would in any way adversely affect the rights of Ashland any of the DBC Companies or, upon transfer, HoldCo with respect to the Company under such asset, liability, obligation or commitment. If any transfer or assignment by Ashlandany of the DBC Companies to, or any assumption by HoldCothe Company of, of any interest in, or liability, obligation or commitment under, any asset requires the Consent consent of a third party, then such transfer or assignment or assumption shall be made subject to such Consent consent being obtained. Except as set forth in Section 1.04(b)To the extent any DBC Contract may not be assigned to the Company by reason of the absence of any such consent, Ashland the Company shall not have any liability or obligation under this Agreement arising out of or relating to the failure to obtain any such Consent that may be required in connection with the Transactions contemplated by this Agreement or because of to assume any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation Assumed DBC Liabilities arising under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), no representation, warranty or covenant of Ashland herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such Consent or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such ConsentsDBC Contract. (b) If In connection with those consents that have not been obtained as of the date hereof, DBC and the Company hereby agree that, until any such Consent required consent is obtained, DBC, or one or more of its subsidiaries, as appropriate, shall, with the reasonable and necessary cooperation of the Company, and at the Company's direction, continue to fulfill any and all obligations and commitments, and enforce any and all rights, of the DBC Companies in connection with any asset, claim or right that constitutes a DBC Asset but for which any required consent has not obtained prior been obtained, and that the Company shall be entitled to the Closing, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Ashland and HoldCo shall cooperate (at their own expense) in any lawful and reasonable arrangement proposed by HoldCo under which HoldCo shall obtain all of the economic claims, rights and benefits under the such asset, claim or right with respect and DBC shall pay or cause to which be paid to the Consent has not been obtained in accordance with this AgreementCompany all such economic benefits as promptly as practicable following receipt by DBC or any of its subsidiaries. Such reasonable arrangement may include (i) To the subcontractingextent, sublicensing or subleasing and only to HoldCo the extent, a required consent is received to the transfer of any and all rights of Ashland against asset, claim or right, the other party to such third-party agreement arising out of a breach or cancellation thereof by the other party and (ii) the enforcement by Ashland of such rights. With respect to the Assigned Contracts listed in Section 1.04(b) of the Maleic Business Disclosure Letter, if the provision of such economic claims, rights and benefits to HoldCo Company shall violate the rights of such other party, Ashland shall otherwise compensate HoldCo be responsible for the reasonable valueAssumed DBC Liabilities, if any, of arising under such economic claimsasset, rights and benefits, so long as HoldCo shall have complied with its obligations under the first sentence of this Section 1.04(b)claim or right.

Consents of Third Parties. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset, Assumed Liability or any claim, right, benefit, burden or cost arising thereunder or resulting therefrom if any assignment or transfer or attempt to make such an assignment or transfer (i) would be prohibited by Law or (ii) is not permitted without the consent, approval or waiver of, or notice to, a third party or would constitute a breach or violation thereof or affect adversely the rights of the Buyer or the applicable Seller thereunder unless and until such consent, approval or waiver is obtained or notice is provided. (b) If the Closing occurs and the circumstances described in the prior sentence exist, then until the earlier of (i) the time each such consent, approval or waiver is obtained or notice is provided and (ii) the first (1st) anniversary of the Closing Date, the Company and Buyer shall use 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) 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 of any Transferred Asset, Assumed Liability or any claim, right, benefit, burden or cost arising thereunder or otherwise transfer the claims, rights, benefits, burdens and costs of any Non-assignable Asset/Liability (as defined below) to the Buyer. If such consent, approval or waiver is not obtained, or such notice is not made, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Company, any Seller or any of its or their Affiliates thereunder so that the Buyer would not in fact receive all such claims, rights, benefits, burdens and costs or if such asset or liability is not transferable under applicable Law with or without such consent, approval, waiver or notice (any assets or liability so described, the “Non-assignable Assets/Liabilities”), the Company and the Buyer will use commercially reasonable efforts (but without any 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 (for a period not to exceed the third (3rd) anniversary of the Closing Date), to the extent permitted by applicable Law or Contract, under which the Buyer would assume the obligations and the applicable Seller would provide to the Buyer the claims, rights, benefits, burdens and costs of any Non-assignable Asset/Liability, including subcontracting, sublicensing, or subleasing to the Buyer, or under which the applicable Seller would enforce for the benefit of the Buyer, with the Buyer assuming such Seller’s obligations under such Non-assignable Asset/Liability, any and all rights of such Seller against a third party thereto. In connection with such mutually agreeable arrangement, the Buyer shall reimburse the Company, the Asset Seller and each of their applicable Affiliates for any reasonable and documented out of pocket costs and expenses actually incurred by the Company, the Asset Seller, and each of their applicable Affiliates in connection with the performance of any mutually agreeable arrangement, including any Liability arising out of Buyer's failure to perform thereunder (such costs and expenses, the "Alternative Arrangement Costs"). The applicable Seller will promptly pay to the Buyer 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/Liability or any claim or right or any benefit arising under or resulting from such asset, or to assume any liability, obligation or commitment, if an attempted assignment or assumption thereof, without the Consent of a third party, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, liability, obligation or commitment, or would in any way adversely affect the rights of Ashland or, upon transfer, HoldCo with respect to such asset, liability, obligation or commitment. If any transfer or assignment by Ashland, or any assumption by HoldCo, of any interest in, or liability, obligation or commitment under, any asset requires the Consent of a third party, then such transfer or assignment or assumption shall be made subject to such Consent being obtained. Except as set forth in Section 1.04(b), Ashland shall not have any liability or obligation under this Agreement arising out of or relating to the failure to obtain any such Consent that may be required in connection with the Transactions contemplated by this Agreement or because of any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), no representation, warranty or covenant of Ashland herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such Consent or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consentsthereunder. (b) If any such Consent is not obtained prior to the Closing, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Ashland and HoldCo shall cooperate (at their own expense) in any lawful and reasonable arrangement proposed by HoldCo under which HoldCo 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. Such reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to HoldCo of any and all rights of Ashland against the other party to such third-party agreement arising out of a breach or cancellation thereof by the other party and (ii) the enforcement by Ashland of such rights. With respect to the Assigned Contracts listed in Section 1.04(b) of the Maleic Business Disclosure Letter, if the provision of such economic claims, rights and benefits to HoldCo shall violate the rights of such other party, Ashland shall otherwise compensate HoldCo for the reasonable value, if any, of such economic claims, rights and benefits, so long as HoldCo shall have complied with its obligations under the first sentence of this Section 1.04(b).

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 assign, directly or indirectly, any asset (including any Contract, Permit or any Environmental Permit), claim or right right, or any benefit arising under or resulting from such asset, claim or to assume any liability, obligation or commitmentright, if an attempted direct or indirect assignment or assumption thereof, without the Consent consent of a third party, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, liability, obligation claim or commitment, right or would in any way adversely affect the contractual rights of Ashland Seller, any Selling Affiliate or the Transferred Entities or, upon transfer, HoldCo with respect to Purchaser under such asset, liability, obligation claim or commitmentright. If any direct or indirect transfer or assignment by AshlandSeller, any Selling Affiliate or any Transferred Entity to, or any direct or indirect assumption by HoldCoPurchaser of, of any interest in, or liability, obligation or commitment under, any asset asset, claim or right requires the Consent consent of a third party, then such transfer or transfer, assignment or assumption shall be made subject to such Consent consent being obtained. Except as set forth in Section 1.04(b), Ashland shall not have any liability or obligation under this Agreement arising out of or relating to the failure to obtain any such Consent that may be required in connection with the Transactions contemplated by this Agreement or because of any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), no representation, warranty or covenant of Ashland herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such Consent or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. (b) If any such Consent consent referred to in Section 1.05(a) (including any such consent necessary or required in order for Seller and its Affiliates to comply with and be able to perform in accordance with the terms of the Transitional Services Agreement and any consent required by any Governmental Entity to the transfer of Business Employees to Purchaser or an Affiliate of Purchaser) is not obtained prior to the Closing, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Ashland Seller and HoldCo the Selling Affiliates, on the one hand, and Purchaser, on the other hand, shall cooperate (at their own expense) in any lawful and reasonable arrangement reasonably proposed by HoldCo Purchaser (not including the payment of any consideration) under which HoldCo Purchaser shall obtain the economic claims, rights and benefits under under, and shall bear all the costs, liabilities and burdens with respect to, the asset, claim or right with respect to which the Consent consent has not been obtained in accordance with this Agreement; provided that Purchaser shall pay or satisfy all the costs, expenses, obligations and liabilities incurred by Seller or the Selling Affiliates in connection with any such alternative arrangements (other than legal fees incurred by Seller and the Selling Affiliates in connection with documenting and negotiating such arrangement, which shall be borne by Seller). Such reasonable arrangement may include (iThis Section 1.05(b) the subcontracting, sublicensing or subleasing to HoldCo of any and all rights of Ashland against the other party to such third-party agreement arising out of a breach or cancellation thereof by the other party and (ii) the enforcement by Ashland of such rights. With respect does not relate to the Assigned Contracts listed in transfer of Permits and Environmental Permits, which are addressed solely by Section 1.04(b) of the Maleic Business Disclosure Letter, if the provision of such economic claims, rights and benefits to HoldCo shall violate the rights of such other party, Ashland shall otherwise compensate HoldCo for the reasonable value, if any, of such economic claims, rights and benefits, so long as HoldCo shall have complied with its obligations under the first sentence of this Section 1.04(b8.02(c).

Consents of Third Parties. (a) Notwithstanding anything to the contrary in any other provision of this Agreement, this Agreement shall not constitute an agreement to assign any asset or any claim or right or any benefit arising under or resulting from such asset, or to assume any liability, obligation or commitment, Acquired Asset if an attempted assignment or assumption thereof, without the Consent consent of a third party, would constitute a violation of Law, a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement a contract concerning such asset, liability, obligation or commitmentAcquired Asset, or would in any way adversely affect the rights of Ashland Seller or the Selling Subsidiaries or, upon transfer, HoldCo Purchaser under such Acquired Asset; provided that this sentence shall not apply with respect to such asset, liability, obligation or commitmentany consent required only under a Lien described in Section 5.16. If any transfer or assignment by Ashlandany Selling Subsidiary to, or any assumption by HoldCoPurchaser of, of any interest in, or liability, obligation or commitment under, any asset Acquired Asset requires the Consent consent of a third party, then such transfer or assignment or assumption shall be made subject to such Consent consent being obtained. Except as set forth in Section 1.04(b), Ashland shall not have any liability or obligation under this Agreement arising out of or relating to the failure to obtain any such Consent that may be required in connection with the Transactions contemplated by this Agreement or because of any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), no representation, warranty or covenant of Ashland herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such Consent or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. (b) If any such Consent consent is not obtained prior to the Closing, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Ashland Seller and HoldCo Purchaser shall cooperate (at their own expense) in any lawful and commercially reasonable arrangement reasonably proposed by HoldCo Seller or Purchaser under which HoldCo Purchaser shall obtain the economic claims, rights and benefits and perform the obligations under the asset, claim or right Acquired Asset with respect to which the Consent such consent has not been obtained in accordance with this Agreement. Such commercially reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to HoldCo Purchaser of any and all rights of Ashland Seller or the applicable Selling Subsidiary against the other party to such any applicable third-party agreement arising out of a breach or cancellation thereof by the other party and (ii) the enforcement by Ashland Seller or the applicable Selling Subsidiary of such rights. With respect . (c) Nothing in this Section 1.04 shall be construed to impair (i) the Assigned Contracts listed in Section 1.04(b) obligations of the Maleic Business Disclosure Letter, if the provision of such economic claims, rights and benefits parties pursuant to HoldCo shall violate the rights of such other party, Ashland shall otherwise compensate HoldCo for the reasonable value, if any, of such economic claims, rights and benefits, so long as HoldCo shall have complied with its obligations under the first sentence of this Section 1.04(b)5.03 or (ii) any condition set forth in Article VI.

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 (including any Contract) or any claim or claim, right or any benefit arising under or resulting from any such asset, or to assume asset (including any liability, obligation or commitmentContract), if an attempted the assignment or assumption transfer thereof, without the Consent consent of a third partyThird Party, would constitute a breach or other contravention of the rights of such third partyThird Party, would be ineffective with respect to any party to an agreement concerning such assetasset (including any Contract), liabilityclaim, obligation right or commitmentbenefit, or, upon assignment or transfer, would in any way adversely affect the rights of Ashland Seller or any of its Affiliates or, upon transfer, HoldCo with respect to such asset, liability, obligation or commitmentPurchaser. If any transfer or assignment by AshlandSeller to, or any assumption by HoldCoPurchaser of, of any interest in, or liability, obligation or commitment under, any asset (including any Contract), or any claim, right or benefit requires the Consent consent of a third partyThird Party, then such transfer or assignment or assumption shall be made subject to such Consent consent being obtained. Except as set forth in Section 1.04(b), Ashland shall not have any liability or obligation under this Agreement arising out of or relating to the failure to obtain any such Consent that may be required in connection with the Transactions contemplated by this Agreement or because of any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), no representation, warranty or covenant of Ashland herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such Consent or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. (b) If any such Consent consent is not obtained prior to the Closing, (i) Seller shall use commercially reasonable efforts following the Closing shall nonetheless take place on the terms set forth herein andto obtain such consents, thereafter, Ashland and HoldCo (ii) Seller and Purchaser shall cooperate (each at their own expense) in any lawful and reasonable arrangement reasonably proposed by HoldCo Purchaser under which HoldCo Purchaser shall obtain the economic claims, rights and benefits under the assetasset (including any Contract) or related claim, claim right or right benefit with respect to which the Consent consent has not been obtained in accordance with this Agreement. Such reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to HoldCo Purchaser of any and all rights of Ashland Seller against the other party to such third-party agreement Contract arising out of a breach or cancellation thereof by the other party party, and (ii) the enforcement by Ashland Seller of such rights. With None of Seller, Purchaser or their respective Affiliates shall be required to commence, defend or participate in any litigation, incur any obligation in favor of, or offer or grant any accommodation (financial or otherwise) to, any Third Party in connection with entering into or implementing such arrangement unless Purchaser agrees to reimburse Seller for any related costs with respect to the Assigned Contracts listed in Section 1.04(b) of the Maleic Business Disclosure Letter, if the provision of such economic claims, rights and benefits to HoldCo shall violate the rights of such other party, Ashland shall otherwise compensate HoldCo for the reasonable value, if any, of such economic claims, rights and benefits, so long as HoldCo shall have complied with its obligations under the first sentence of this Section 1.04(b)litigation or accommodation.

Consents of Third Parties. (a) 2.5.3.1 Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, this Agreement Section 2.5.1 shall not constitute an agreement to assign any asset included in the Collaboration Assets (including any Collaboration Contract) or any claim or claim, right or any benefit arising under or resulting from any such asset, or to assume asset (including any liability, obligation or commitmentCollaboration Contract), if an attempted the assignment or assumption transfer thereof, without the Consent consent of a third partyThird Party, would constitute a breach or other contravention of the rights of such third partyThird Party, would be ineffective with respect to any party to an agreement concerning such assetasset (including any Collaboration Contract), liabilityclaim, obligation right or commitmentbenefit, or, upon assignment or transfer, would in any way adversely affect the rights of Ashland BMS or any Selling Affiliate or, upon transfer, HoldCo with respect to such asset, liability, obligation Purchaser or commitmentany Purchasing Affiliate. If any transfer or assignment by Ashlandsuch consent is not obtained prior to the Collaboration Closing, or any assumption by HoldCo, of any interest in, or liability, obligation or commitment under, any asset requires the Consent of a third party, then such transfer or assignment or assumption shall be made subject to such Consent consent being obtained. 2.5.3.2 If any such consent is not obtained prior to the Collaboration Closing, (i) BMS shall use its commercially reasonable efforts to obtain such consent as promptly as practicable after the Collaboration Closing, and (ii) BMS, the Selling Affiliates and Purchaser 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 Collaboration Assets (including any Collaboration Contract) or related claim, right or benefit with respect to which the consent has not been obtained in accordance with this Section 2.5.3. Except as set forth Such reasonable arrangement may include (a) the subcontracting, sublicensing or subleasing to Purchaser of any and all rights of BMS and the Selling Affiliates against the other party to such Third Party Contract arising out of a breach or cancellation thereof by the other party, and (b) the enforcement by BMS or the Selling Affiliates of such rights. None of BMS, Purchaser or their respective Affiliates shall be required to commence, defend or participate in any litigation, incur any obligation in favor of, or offer or grant any accommodation (financial or otherwise) to, any Third Party in connection with entering into or implementing such arrangement. 2.5.3.3 Purchaser acknowledges that certain consents and waivers may be required from parties to the Collaboration Contracts in order to transfer such Collaboration Contracts to Purchaser and that such consents and waivers may not have been obtained on or prior to the Collaboration Closing. Purchaser agrees that, except for the provisions of Section 1.04(b)2.5.3.2, Ashland BMS and its Affiliates shall not have any liability or obligation under this Agreement whatsoever to Purchaser arising out of or relating to the failure to obtain any such Consent consents or waivers that may be required in connection with the Transactions contemplated by this Agreement transfer of the Collaboration Contracts to Purchaser or because of the termination of any circumstances resulting therefrom, in each case so long Collaboration Contract as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consentsa result thereof. Subject to Section 1.04(b), Purchaser further agrees that no representation, warranty warranty, covenant or covenant agreement of Ashland BMS contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (ia) the failure to obtain any such Consentconsent or waiver, (iib) any circumstances resulting therefrom such termination, or (iiic) any Claim lawsuit, action, proceeding or investigation commenced or threatened by or on behalf of any person Person arising out of or relating to the failure to obtain any such Consent consent or waiver or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consentstermination. (b) If any such Consent is not obtained prior to the Closing, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Ashland and HoldCo shall cooperate (at their own expense) in any lawful and reasonable arrangement proposed by HoldCo under which HoldCo 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. Such reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to HoldCo of any and all rights of Ashland against the other party to such third-party agreement arising out of a breach or cancellation thereof by the other party and (ii) the enforcement by Ashland of such rights. With respect to the Assigned Contracts listed in Section 1.04(b) of the Maleic Business Disclosure Letter, if the provision of such economic claims, rights and benefits to HoldCo shall violate the rights of such other party, Ashland shall otherwise compensate HoldCo for the reasonable value, if any, of such economic claims, rights and benefits, so long as HoldCo shall have complied with its obligations under the first sentence of this Section 1.04(b).

Consents of Third Parties. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any asset Transferred Asset that is not held by a Transferred Company (other than any Transferred Company within a Remaining Asset Class for so long as such Asset Class remains a Remaining Asset Class) or any claim or right or any benefit arising under thereunder or resulting from therefrom if any assignment or transfer or attempt to make such assetan assignment or transfer is not permitted without the consent, approval or waiver of, or to assume any liabilitynotice to, obligation or commitment, if an attempted assignment or assumption thereof, without the Consent of a third party, party or would constitute a breach or other contravention of violation thereof or affect adversely the rights of the Buyer or the applicable Seller thereunder (any assets so described, the “Non-assignable Assets”). The Company and Buyer 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) to obtain the consent, approval or waiver of, or provide the required notice to, such third partyparties to or of the assignment to the Buyer (or, subject to Section 13.8, an Affiliate of the Buyer) of any Transferred Asset or any claim or right or any benefit arising thereunder or otherwise transfer the rights and benefits of any Non-assignable Asset to the Buyer or, subject to Section 13.8, 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 its Affiliate in place of such non-transferable Permit. If such consent, approval or waiver is not obtained, or such notice is not made, or if an attempted assignment thereof would be ineffective with respect to any party to an agreement concerning such asset, liability, obligation or commitment, or would in any way adversely affect the rights of Ashland the Company, any Seller or any of its or their Affiliates thereunder so that the Buyer (or, upon transfersubject to Section 13.8, HoldCo with respect to an Affiliate of the Buyer) would not in fact receive all such asset, liability, obligation or commitment. If any transfer or assignment by Ashlandrights, or if such asset is not transferable under applicable Law with or without such consent, approval, waiver or notice, the Company and the Buyer will use their commercially reasonable efforts (but without any assumption by HoldCoobligation 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 (or, subject to Section 13.8, an Affiliate of the Buyer) the benefits of any interest inNon-assignable Asset, including sub-contracting, sub-licensing, or liabilitysub-leasing to the Buyer (or, obligation or commitment under, any asset requires the Consent of a third party, then such transfer or assignment or assumption shall be made subject to such Consent being obtained. Except as set forth in Section 1.04(b13.8, an Affiliate of the Buyer), Ashland shall not have any liability or obligation under this Agreement arising out which the applicable Seller would enforce for the benefit of or relating the Buyer (or, subject to Section 13.8, an Affiliate of the failure to obtain any such Consent that may be required in connection Buyer), with the Transactions contemplated by this Agreement or because of any circumstances resulting therefromBuyer (or, in each case so long as Ashland shall have complied with its obligation under subject to Section 9.11 13.8, an Affiliate of the Master Agreement to use its reasonable best efforts to obtain Buyer) assuming such Consents. Subject to Section 1.04(b)Seller’s obligations under such Non-assignable Asset, no representation, warranty or covenant of Ashland herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such Consent or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. (b) If any such Consent is not obtained prior to the Closing, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Ashland and HoldCo shall cooperate (at their own expense) in any lawful and reasonable arrangement proposed by HoldCo under which HoldCo 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. Such reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to HoldCo of any and all rights of Ashland such Seller against a third party thereto. In connection with any such arrangement, the other party to such thirdBuyer shall reimburse the Company, the applicable Seller and each of their applicable Affiliates for any reasonable and documented out-party agreement arising out of a breach or cancellation thereof of-pocket costs and expenses actually incurred by the other party Company, the applicable Seller and each of their applicable Affiliates in connection with the performance of any mutually agreeable arrangement or that otherwise would have been incurred by the Buyer or its Affiliates had such Non-assignable Asset been assigned, transferred or conveyed as contemplated by this Agreement (ii) such costs and expenses, the enforcement by Ashland of such rights“Alternative Arrangement Costs”). With respect The applicable Seller will promptly pay to the Assigned Contracts listed in Buyer (or, subject to Section 1.04(b) 13.8, an Affiliate of the Maleic Business Disclosure LetterBuyer) when received all monies received, if after offsetting applicable Alternative Arrangement Costs owed but not yet paid by the provision of Buyer or its Affiliates, by such economic claims, rights and benefits to HoldCo shall violate the rights of Seller or its Affiliates under such other party, Ashland shall otherwise compensate HoldCo for the reasonable value, if any, of such economic claims, rights and benefits, so long as HoldCo shall have complied with its obligations under the first sentence of this Section 1.04(b)Non-assignable Asset or any claim or right or any benefit arising thereunder.