Common use of Consents of Third Parties Clause in Contracts

Consents of Third Parties. Notwithstanding anything in this Agreement to the contrary, 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 if an attempted assignment 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, or would in any way adversely affect the rights, upon transfer, of Purchaser under such asset. If any transfer or assignment by Seller to, 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. To the extent any Assigned Contract may not be assigned to Purchaser by reason of the absence of any such consent, Purchaser shall not be required to assume any Assumed Liabilities arising under such Assigned Contract. If any such consent is not obtained prior to the Closing, Seller and Purchaser shall cooperate (at their own expense) in any lawful and reasonable arrangement reasonably proposed by Purchaser under which Purchaser 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 Purchaser of any and all rights of Seller 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 Seller of such rights. To the extent, and only to the extent, Purchaser is able to receive the economic claims, rights, and benefits under such asset, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such asset.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary, 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 (including any Contract), if an attempted the assignment or transfer thereof, without the consent of a third partyThird Party, would constitute a breach or other contravention of the rights of such third party, would Third Party or be ineffective with respect to any party to an agreement concerning such asset, or would in any way adversely affect the rights, upon transfer, of Purchaser under such assetunlawful. If any transfer or assignment by Seller to, or any assumption by Purchaser of, any interest in, or liability, obligation, obligation or commitment under, any asset (including any Contract), or any claim, right or benefit requires the consent of a third partyThird Party, then such assignment transfer 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 absence of any such consent, 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, (i) Seller shall use its reasonable best efforts following the Closing to obtain such consents, and (ii) Seller and Purchaser shall cooperate (each at their own expense) in any lawful and reasonable arrangement reasonably proposed by Purchaser under which Purchaser shall obtain the economic claims, rights, rights and benefits under the asset, asset (including any Contract) or related claim, right or right benefit with respect to which the consent has not been obtained in accordance with this Agreement. Such reasonable arrangement may include (i) the subcontracting, sublicensing, sublicensing or subleasing to Purchaser of any and all rights of Seller against the other party to such third-party agreement Contract arising out of a breach or cancellation thereof by the other party, and (ii) the enforcement by Seller of such rights. To rights at the extent, and only to the extent, Purchaser is able to receive the economic claims, rights, and benefits under such asset, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such assetdirection of Purchaser.

Consents of Third Parties. Notwithstanding anything in this Agreement to the contrary, 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 if an attempted assignment 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 (a) Other than with respect to any party consents from third parties required as a condition to an agreement concerning such assetClosing pursuant to Section 4.01(f), or would in any way adversely affect the rights, upon transfer, of Purchaser under such asset. If if any transfer or assignment by Seller to, or any assumption by Purchaser of, any interest in, or liability, obligation, obligation or commitment under, any asset (including any Contract), or any claim, right or benefit 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 absence of any such consent, Purchaser shall not be required to assume any Assumed Liabilities arising under such Assigned Contract. If Third Party and if any such consent is not obtained prior to the Closing, for a period of one-hundred eighty (180) days from and after the Closing Date, (i) Seller shall use commercially reasonable efforts following the Closing to obtain such consents, and (ii) Seller and Purchaser shall cooperate (each at their own expense) in any lawful and reasonable arrangement reasonably proposed by Purchaser under which Purchaser shall obtain the economic claims, rights, rights and benefits under the asset, asset (including any Contract) or related claim, right or right benefit with respect to which the consent has not been obtained in accordance with this Agreement. Such reasonable arrangement may include (ix) the subcontracting, sublicensing, sublicensing or subleasing to Purchaser of any and all rights of Seller against the other party to such third-party agreement Contract arising out of a breach or cancellation thereof by the other party, and (iiy) the enforcement by Seller of such rights. To the extentNone 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 and Seller mutually agree to pursue such litigation or accommodation, and only to the extentin any such case, Purchaser is able to receive the economic claims, rights, Seller and benefits under such asset, Purchaser shall be responsible for equally share the Assumed Liabilities, if any, arising under such assetcosts associated therewith.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary, 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 if an attempted assignment 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, asset or would in any way adversely affect the rightsrights of Transferor or, upon transfer, of Purchaser Transferee in, to or under such asset. If any transfer or assignment by Seller Transferor to, or any assumption by Purchaser Transferee of, any interest in, or liability, obligation, 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. To the extent any Assigned Contract may not be assigned to Purchaser by reason of the absence of any such consent, Purchaser shall not be required to assume any Assumed Liabilities arising under such Assigned Contract. . (b) If any such consent is has not been obtained prior to the Closingdate hereof, Seller Transferor and Purchaser Transferee shall cooperate (at their own expense) in any lawful and reasonable arrangement reasonably proposed by Purchaser Transferor under which Purchaser Transferee shall obtain the economic claims, rights, rights and benefits under the asset, claim, 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, sublicensing or subleasing to Purchaser Transferee of any and all rights of Seller Transferor against the other party to such third-party agreement arising out of a breach or cancellation cancelation thereof by the other party, and (ii) the enforcement by Seller Transferor of such rights. To the extent, and only to the extent, Purchaser is able to receive the economic claims, rights, and benefits under such asset, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such asset.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any asset Assigned Contract or any claim or right or any benefit arising under or resulting from such asset Assigned Contract if an attempted assignment thereof, without the consent of a third third-party, would constitute a breach or other contravention of the rights of such third third-party, would be ineffective with respect to any party to an agreement concerning such assetAssigned Contract, or would in any way adversely affect the rightsrights of the Companies or their affiliates or, upon transfer, of Purchaser under such assetAssigned Contract. If any transfer or assignment by Seller the Companies or their affiliates to, or any assumption by Purchaser of, any interest in, or liability, obligation, obligation or commitment under, any asset Assigned Contract requires the consent of a third 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 absence of any such consent, 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, Seller the Sellers and Purchaser shall cooperate (at their own expense) in any lawful and reasonable arrangement reasonably proposed by Purchaser under which Purchaser shall obtain the economic claims, rights, rights and benefits under the asset, claim, or right Assigned Contract with respect to which the consent has not been obtained in accordance with this Agreement. Such reasonable arrangement may include (i) the subcontracting, sublicensing, sublicensing or subleasing to Purchaser of any and all rights of Seller the Sellers against the other party to such third-party agreement Contract arising out of a breach or cancellation thereof by the other party, and (ii) the enforcement by Seller the Sellers of such rights. To the extent, and only to the extent, Purchaser is able to receive the economic claims, rights, and benefits under such asset, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such asset.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary, 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 if an attempted assignment 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, or would in any way adversely affect the rightsrights of Seller or Seller Sub or, upon transfer, of Purchaser under such asset. If any transfer or assignment by Seller or Seller Sub to, or any assumption by Purchaser of, any interest in, or liability, obligation, 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. To the extent any Assigned Contract may not be assigned to Purchaser by reason of the absence of any such consent, 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, Seller, Seller Sub and Purchaser shall cooperate (at their own expense) in any lawful and reasonable arrangement reasonably proposed by Purchaser under which Purchaser shall obtain the economic claims, rights, rights and benefits under the asset, claim, 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, sublicensing or subleasing to Purchaser of any and all rights of Seller and Seller Sub against the other party to such third-party agreement arising out of a breach or cancellation cancelation thereof by the other party, party and (ii) the enforcement by Seller or Seller Sub of such rights. To the extent, and only to the extent, Purchaser is able to receive the economic claims, rights, and benefits under such asset, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such asset.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary, 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 therefrom if an attempted assignment thereof, without the 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, thereto or would in any way adversely affect the rightsrights of Seller or, upon transfer, of Purchaser under such asset. If thereunder; and any transfer or assignment by Seller to, or any assumption by by, Purchaser of, of any interest in, or liability, obligation, obligation or commitment under, any such asset that requires the consent of a third party, then such assignment or assumption party 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 absence of any such consentconsent and the Purchaser does not otherwise get any benefit of such Assigned Contract, Purchaser shall not be required to assume any Assumed Liabilities arising under such Assigned Contract. Contract other than those liabilities, obligations or commitments that would constitute Assumed Liabilities under clause (i) or (iii) of Section 1.03(a). (b) If any such consent is not obtained prior to the Closing, Seller and Purchaser shall cooperate (at their own each party's expense) in any lawful and reasonable arrangement reasonably proposed by Purchaser under which Purchaser shall obtain the economic claims, rights, rights and benefits under the asset, claim, 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 , including subcontracting, sublicensing, sublicensing or subleasing to Purchaser and enforcement of any and all rights of Seller against the other party to such third-party agreement thereto arising out of a breach or cancellation thereof by the other party; provided, and 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 Seller of any person from whom any such rights. To the extent, and only to the extent, Purchaser is able to receive the economic claims, rights, and benefits under such asset, Purchaser shall consent may be responsible for the Assumed Liabilities, if any, arising under such assetrequired (other than nominal filing or application fees).

Consents of Third Parties. Seller shall use its commercially reasonable efforts to obtain consent from the counterparty to assignment of the Assigned Contracts listed on Schedule 5.3 to Buyer. Seller shall bear all out-of-pocket costs incurred by Seller in obtaining any consent pursuant to this Section 6.3. Notwithstanding anything in this Agreement to the contrary, 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 if an attempted assignment thereof, without the consent of a third partyparty (including any Governmental Authority), 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, or would in any way adversely affect the rightsrights of Seller or, upon transfer, of Purchaser under Buyer with respect to such asset. If any transfer or assignment by Seller to, or any assumption by Purchaser Buyer of, any interest in, or liability, obligation, obligation or commitment under, any asset requires the consent of a third partyparty (including any Governmental Authority), 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 absence of any such consent, Purchaser shall not be required to assume any Assumed Liabilities arising under such Assigned Contract. If any such consent is not obtained prior to the Closingdate hereof, Seller and Purchaser Buyer shall cooperate (at their own expense) in any lawful and reasonable arrangement reasonably proposed by Purchaser Seller or Buyer under which Purchaser shall Buyer may obtain the economic claims, rights, rights and benefits under the asset, claim, 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 Purchaser of any and all rights of Seller 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 Seller of such rights. To the extent, and only to the extent, Purchaser extent Buyer is able to receive the economic claims, rights, rights and benefits under such asset, Purchaser Buyer shall be responsible for the Assumed Liabilities, if any, arising under relating to such asset.

Consents of Third Parties. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, this Agreement shall not constitute an agreement to assign or transfer any asset Permit or Contract, or any claim or other claim, right or any benefit arising under from or resulting from in connection with the Transferred Assets, to the extent that such asset if assignment or transfer or an attempted attempt to make such an assignment thereof, or transfer cannot be made pursuant to Section 365 of the Bankruptcy Code without the consent Consent of a third party. Seller shall use commercially reasonable efforts to obtain such Consents and shall make such payments to satisfy all Cure Obligations as may be necessary to assume, would constitute a breach or other contravention assign, and transfer any of the rights of such third party, would be ineffective with respect foregoing to any party Buyer at Closing pursuant to an agreement concerning such asset, or would in any way adversely affect the rights, upon transfer, of Purchaser under such asset. If any transfer or assignment by Seller to, 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. To the extent any Assigned Contract may not be assigned to Purchaser by reason Section 365 of the absence of Bankruptcy Code. In the event any such consent, Purchaser shall not be required to assume any Assumed Liabilities arising under such Assigned Contract. If any such consent Consent is not obtained on or prior to the ClosingClosing Date, Seller and Purchaser shall cooperate (at their own expense) with Buyer in any lawful and reasonable arrangement reasonably proposed by Purchaser under which Purchaser to provide that Buyer shall obtain receive the economic claims, rights, and benefits under any such Contract or Permit on and after the assetClosing Date, claimprovided that Buyer shall undertake to pay, perform, discharge or right with respect to which satisfy the consent has not been obtained in accordance with this Agreement. Such reasonable arrangement may include (i) corresponding Liabilities for the subcontracting, sublicensing, or subleasing to Purchaser of any and all rights of Seller 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 Seller enjoyment of such rights. To the extent, and only benefit to the extent, Purchaser is able to receive the economic claims, rights, and benefits under extent Buyer would have been responsible therefor if such asset, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such assetConsent had been obtained.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any asset (excluding purchase orders and sales orders) or any claim or right or any benefit arising under or resulting from such asset if an attempted assignment 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, or would in any way adversely affect the rightsrights of Seller or, upon transfer, of Purchaser under such asset. If any transfer or assignment by Seller to, or any assumption by Purchaser of, any interest in, or liability, obligation, obligation or commitment under, any asset (other than purchase orders or sales orders) 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 absence of any such consent, 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, Seller and Purchaser shall cooperate (at their own expense) in any lawful and reasonable arrangement reasonably proposed by Purchaser or Seller under which Purchaser shall obtain the economic claims, rights, rights and benefits under the asset, claim, 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, sublicensing or subleasing to Purchaser of any and all rights of Seller 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 Seller of such rights. To the extent, and only to the extent, Purchaser is able to receive the economic claims, rights, and benefits under such asset, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such asset.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not not, nor shall any Other Transaction Document, constitute an agreement to assign assign, transfer, grant or otherwise provide, directly or indirectly, any asset or any asset, claim or right that would otherwise be an Acquired Asset, or any benefit arising under or resulting from such asset asset, claim or right, if an attempted assignment direct or indirect assignment, transfer, grant or other provision thereof, without the 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 asset, ​ ​ claim or right, or would in any way adversely affect the rightsrights of Seller, Seller Parent or any of their Affiliates or, upon assignment, transfer, of grant or other provision, Purchaser under such asset, claim or right (collectively, the “Non-Assignable Assets”). If any transfer direct or assignment indirect transfer, assignment, grant or other provision by Seller to, or any direct or indirect assumption by Purchaser of, any interest in, or liability, obligation, obligation or commitment under, any asset Non-Assignable Asset requires the consent of a third partyThird Party, then such assignment transfer, assignment, grant or other provision or assumption shall be made subject to such consent being obtained. To obtained (including, with respect to Seller, in connection with this Agreement or any Other Transaction Document). (b) Except to the extent any Assigned Contract may not be assigned to Purchaser by reason it would result in the failure of the absence of any such consenta condition specified in ARTICLE III, Purchaser shall not be required to assume any Assumed Liabilities arising under such Assigned Contract. If if any such consent referred to in Section 1.05(a) is not obtained prior to the Closing, the Closing shall nonetheless take place and, thereafter, Seller and Seller Parent shall use their commercially reasonable efforts to, (i) retain such Non-Assignable Asset for the use and benefit of Purchaser shall cooperate (at their own expense) in any lawful and reasonable implement an arrangement reasonably proposed by Purchaser under which such that Purchaser shall obtain (without infringing upon the legal rights of such Third Party or violating any applicable Law) the economic claims, rights, rights and benefits under any such Non-Assignable Asset, (ii) take such other actions as may be reasonably requested by Purchaser in order to place Purchaser in the assetsame position as if such Non-Assignable Asset had been transferred at the Closing as contemplated hereby and so that all the benefits and burdens relating to such Non-Assignable Asset, claimincluding possession, use, risk of loss, potential for gain, and dominion, control and command over such Non-Assignable Asset, are to inure from and after the Closing to Purchaser; and (iii) cause the counterparty to each Non-Assignable Asset to consent to the assignment of such Non-Assignable Asset to the extent such consent is required. If Purchaser is provided with the benefits of any such Non-Assignable Asset, Purchaser shall assume any corresponding performance obligations and economic burden (including the amount of any related Tax costs imposed on Seller or right Seller Parent) with respect to such Non-Assignable Asset pursuant to its applicable terms, except for any Liabilities under such Non-Assignable Asset that constitute an Excluded Liability. Without limiting the foregoing, at the reasonable request and expense of Purchaser, Seller shall cooperate with Purchaser to enforce any rights or remedies Seller may have with respect to any Non-Assignable Asset, the transfer of which is delayed or not completed on the consent has not been obtained in accordance Closing Date and shall promptly pay over to Purchaser any amounts received by Seller with this Agreementrespect to such Non-Assignable Assets to the extent Purchaser assumes the corresponding performance obligations and economic burden (including the amount of any related Tax costs imposed on Seller or Seller Parent) with respect to such Non-Assignable Asset pursuant to its applicable terms, except for any Liabilities under such Non-Assignable Asset that constitute an Excluded Liability. Such reasonable arrangement may include For no additional consideration and after (i) obtaining the subcontractingapplicable authorization, sublicensingconsent or waiver, any such Non-Assignable Asset, or subleasing to Purchaser of any and all rights of Seller 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 Purchaser provides written notice to Seller of such rights. To the extentthat, and only to the extentin Purchaser’s reasonable discretion, Purchaser is able to receive assume the economic claimsapplicable performance obligations with respect to any such Non-Assignable Asset shall be deemed to automatically be conveyed, rightsassigned, transferred and delivered to Purchaser, and benefits under such asset, Purchaser shall be responsible deemed to automatically acquire, accept and assume such Non-Assignable Asset and such Non-Assignable Asset shall be an “Acquired Asset” hereunder. Notwithstanding the foregoing, nothing in this Section 1.05 shall (except, with respect to any Transferred Contracts, as otherwise provided in the Transition Services Agreement) require Seller or Seller Parent to: (i) commence, defend or participate in any litigation; or (ii) except for the Assumed Liabilities, if any, arising any Liabilities under such assetNon-Assignable Asset, in either case, that constitute an Excluded Liability, unless and to the extent Purchaser or its designated Affiliates assumes the corresponding performance obligations and economic burden, expend any money, incur any obligation, or offer or grant any accommodation ​ ​ (financial or otherwise) to any Third Party (provided that (except, with respect to any Transferred Contracts as otherwise expressly provided in the Transition Services Agreement) in no event shall Seller or Seller Parent be required to incur any obligation, or offer or grant any accommodation (financial or otherwise) to any Third Party to obtain a consent or waiver from any Third Party, other than, individually or in the aggregate, de minimis nonmonetary obligations or accommodations). (c) Notwithstanding anything contained herein to the contrary, each of Purchaser and Genezen agrees that, except as provided in the last sentence of Section 1.05 (e), none of Seller, Seller Parent or any of their Affiliates shall have any liability or obligation whatsoever to Purchaser or any of its Affiliates arising out of or relating to the failure to obtain any consents or waivers set forth in Schedule 1.05(c) (each, a “Specified Consent”) or because of the termination of any Transferred Contract or Transferred Permit as a result of the failure to obtain any such Specified Consent and no condition to the Closing set forth in Article III shall be deemed not satisfied, as a result of (i) the failure to obtain any such Specified Consent, (ii) any such termination as a result of the failure to obtain any such Specified Consent or (iii) any claim, lawsuit, action, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Specified Consent or any such termination as a result of the failure to obtain any such Specified Consent. (d) Notwithstanding anything contained herein to the contrary, unless and until any required written consent or approval with respect to any Non-Assignable Asset is obtained, such Non-Assignable Asset shall not constitute an Acquired Asset and any associated Liability pertaining thereto shall not constitute an Assumed Liability for any purpose under this Agreement. (e) Notwithstanding anything contained herein to the contrary, Seller’s, Seller Parent’s and their Affiliates’ obligations under this Section 1.05 shall not extend beyond [***] following the Closing. Any Non-Assignable Asset terminated by Seller pursuant to this Section 1.05 (e) shall be deemed an Excluded Asset and any Liability arising out of such termination shall be an Excluded Liability for which Seller shall be solely liable.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary, 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 if an attempted assignment 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, or would in any way adversely affect the rightsrights of Seller or, upon transfer, of Purchaser under such asset. If any transfer or assignment by Seller to, or any assumption by Purchaser of, any interest in, or liability, obligation, 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. To the extent any Assigned Contract may not be assigned to Purchaser by reason of the absence of any such consent, 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, but the Closing nonetheless occurs, Seller and Purchaser shall cooperate (at their own expense) in any lawful and reasonable arrangement reasonably proposed by Purchaser and agreeable to Seller under which Purchaser shall obtain the economic claims, rights, rights and benefits under the asset, claim, 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, sublicensing or subleasing to Purchaser of any and all rights of Seller against the other party to such third-third party agreement arising out of a breach or cancellation thereof by the other party, and (ii) the enforcement by Seller of such rights. To the extent, and only to the extent, Purchaser is able to receive the economic claims, rights, and benefits under such asset, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such asset.

Consents of Third Parties. (a) Notwithstanding anything in any other provision of this Agreement to the contraryAgreement, 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 if an attempted assignment 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 a Contract concerning such asset, or would in any way adversely affect the rightsrights of any Assets Seller or, upon transfer, of Purchaser under such asset. If any transfer or assignment by any Assets Seller to, or any assumption by Purchaser of, any interest in, or liability, obligation, 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. To the extent any Assigned Contract may not be assigned to Purchaser by reason of the absence of any such consent, 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, Principal Seller and Purchaser shall cooperate (at their own expense) in any lawful and reasonable arrangement reasonably proposed by Principal Seller or Purchaser under which Purchaser shall obtain the economic claims, rights, rights and benefits and perform the obligations under the asset, claim, 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 Purchaser of any and all rights of Seller 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 Seller of such rights. To the extent, and only to the extent, Purchaser is able to receive the economic claims, rights, and benefits under such asset, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such asset.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary, 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 if an attempted assignment 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, or would in any way adversely affect the rightsrights of Seller or, upon transfer, of Purchaser under such asset. If any transfer or assignment by Seller to, or any assumption by Purchaser of, any interest in, or liability, obligation, 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. To the extent any Assigned Contract may not be assigned to Purchaser by reason of the absence of any such consent, 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, Seller and Purchaser shall cooperate (at their own Seller's expense) in any lawful and reasonable arrangement reasonably proposed by Purchaser under which Purchaser shall obtain the economic claims, rights, rights and benefits under the asset, claim, 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, sublicensing or subleasing to Purchaser of any and all rights of Seller 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 Seller of such rights. To the extent, and only to the extent, Purchaser is able to receive the economic claims, rights, rights and benefits under such asset, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such asset.

Consents of Third Parties. Notwithstanding anything in this Agreement to the contrary, 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 if an attempted assignment 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, or would in any way adversely affect the rightsrights of Sellers or, upon transfer, of Purchaser under such asset. If any transfer or assignment by Seller Sellers to, or any assumption by Purchaser of, any interest in, or liability, obligation, obligation or commitment under, any asset requires the consent of a third party, including, but not limited to FINRA, then such assignment or assumption shall be made subject to such consent being obtained. To the extent any Assigned Assumed Contract may not be assigned to Purchaser by reason of the absence of any such consent, Purchaser shall not be required to assume any Assumed Liabilities arising under such Assigned Assumed Contract. If any such consent is not obtained prior to the Closing, Seller Sellers and Purchaser shall cooperate (at their own expense) in any lawful and reasonable arrangement reasonably proposed by Purchaser under which Purchaser shall obtain the economic claims, rights, rights and benefits under the asset, claim, claim or right with respect to which the consent has not been obtained in accordance with this AgreementAgreement (offset by any related Liabilities which otherwise would have been assumed). Such reasonable arrangement may include (i) the subcontracting, sublicensing, sublicensing or subleasing to Purchaser of any and all rights of Seller Sellers 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 Seller Sellers of such rights. To the extent, and only to the extent, Purchaser is able to receive the economic claims, rights, and benefits under such asset, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such asset.

Consents of Third Parties. Notwithstanding anything in this Agreement to the contrary, 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 if an attempted assignment 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, or would in any way adversely affect the rightsrights of Seller or, upon transfer, of Purchaser Buyer under such asset. If any transfer or assignment by Seller to, or any assumption by Purchaser Buyer of, any interest in, or liability, obligation, 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. To the extent any Assigned assigned Contract may not be assigned to Purchaser Buyer by reason of the absence of any such consent, Purchaser Buyer shall not be required to assume any Assumed Liabilities arising under such Assigned assigned Contract. If any such consent is not obtained prior to the Closing, Seller and Purchaser Buyer shall cooperate (at their own expense) in any lawful and reasonable arrangement reasonably proposed by Purchaser Buyer under which Purchaser Buyer shall obtain the economic claims, rights, rights and benefits under the asset, claim, claim or right with respect to which the consent has not been obtained in accordance with this AgreementAgreement (offset by any related Liabilities which otherwise would have been assumed). Such reasonable arrangement may include (i) the subcontracting, sublicensing, sublicensing or subleasing to Purchaser Buyer of any and all rights of Seller 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 Seller of such rights. To the extent, and only to the extent, Purchaser is able to receive the economic claims, rights, and benefits under such asset, Purchaser shall be responsible for the Assumed Liabilities, if any, arising under such asset.