Common use of Consents of Third Parties Clause in Contracts

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

Consents of Third Parties. Notwithstanding anything Sellers shall diligently seek, before the Closing Date, each of the consents to the contrary assignment of the Assigned Contracts set forth in Section 5.16(c) of the Disclosure Schedule (the “Material Consents”), in form and substance reasonably satisfactory to Purchaser. 7.3. Operations of the Business Prior to the Closing. During the period prior to the Closing Date, except as contemplated by this Agreement, this Agreement Sellers shall operate and carry on the Business only in the Ordinary Course of Business. Consistent with the foregoing, Sellers shall, unless otherwise agreed in writing by Purchaser (a) keep and maintain the Purchased Assets in good operating condition and repair subject to normal wear and tear; (b) use their commercially reasonable efforts consistent with good business practice to maintain the Business intact and to preserve the goodwill of the suppliers, licensors, employees, customers, distributors and others having business relations with Sellers in connection with the Business; (c) maintain (except for expiration due to lapse of time) all Material Contracts in effect without change,except those Material Contracts which expire or terminate by their terms or as otherwise expressly provided herein; (d) comply with the provisions of all Laws applicable to Sellers in connection with the Purchased Assets and the conduct of the Business; (e) not cancel, release, waive or compromise any Debt in its favor other than in connection with returns for credit or replacement or receipt of payment on trade receivables in the Ordinary Course of Business; (f) not alter the rate or basis of compensation of any of its officers, directors or employees associated with the Business other than in the Ordinary Course of Business; (g) not enter into any new Material Contract; provided however, that Purchaser’s written consent to either Seller entering into any new Material Contract with any customer in the Ordinary Course of Business shall not constitute an assignment be unreasonably withheld, conditioned or attempted assignment delayed; (h) not sell, lease or otherwise dispose of any agreement properties or assets associated with the Business, except in the Ordinary Course of Business; (i) not enter into any Contractual Obligation with any Affiliate;and (j) not take any action to change accounting policies, estimates or procedures (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereof, without the consent, approval or waiver of a third party or entity (including a Governmental Entity), would constitute a breach thereof or a violation of any Law, rule or regulation, unless and until such consent, approval or waiver has been granted. Seller covenants and agrees that in any such case, except procedures with respect to revenue recognition, payments of accounts payable and collection of accounts receivable); and (k) take or omit to take any action that would cause the Third Party Payor Contracts listed on Schedule 5.13representations and warranties in Section 5.4 to be untrue at, or as of any time prior to, the beneficial interests of Seller in and to any such assets or property shall in any event pass at the Closing to Buyer, and Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust for the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer the benefits of and under any such assets or propertyDate. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension of the current term of such contracts unless Seller is thereupon released from all obligations under such contracts7.4.

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

Consents of Third Parties. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, this Agreement shall not constitute an assignment agreement to assign any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment of any agreement (including, without limitation, thereof requires the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereof, without the consent, approval or waiver consent of a third party or entity (including a any Governmental EntityAuthority), would constitute a breach thereof in any way adversely affect the rights of Purchaser or a violation the Sellers thereunder or would be contrary to Applicable Law. The Sellers and Purchaser shall use their commercially reasonable efforts (but without any requirement to pay money or offer other consideration or accommodation to any person) to obtain the consent of any Law, rule or regulation, unless and until such consent, approval or waiver has been granted. Seller covenants and agrees that in applicable third party to the assignment of any such caseAcquired Asset or such claim, except right or benefit (including, with respect to the Third Party Payor Contracts listed on Schedule 5.13a Specified SOW, the beneficial interests of Seller in to separately assign such Specified SOW and to its associated Assumed Liabilities). If any such assets required consent or property shall in any event pass at the Closing approval is not obtained prior to Buyer, and Seller and Buyer covenant and agree that, from and after the Closing, then in each such case (i) such interest in such Acquired Asset shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (ii) Sellers, their Affiliates and Purchaser shall use commercially reasonable efforts to cooperate ([***]) to seek to [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. obtain such consent as soon as practicable after the Closing and (iii) until such consent is obtained, Sellers and Purchaser shall use commercially reasonable efforts to cooperate (each at their own expense) in any lawful arrangement that does not require such consent under which Purchaser shall obtain the economic claims, rights, benefits and Liabilities under the asset (including any Contract or Permit) or related claim, right or benefit with respect to which the consent has not been obtained in accordance with this Agreement. Such arrangement may include (a) Seller will hold the subcontracting, sublicensing or subleasing to Purchaser, if permitted, of any and all rights of Sellers and their Affiliates against, and obligations of Sellers and their Affiliates to, the other party to such assets or property in trust for the benefit of Buyer, its successors third-party agreement and assigns, (b) Seller the enforcement ([***] and Buyer will use their respective reasonable efforts, in cooperation with one anothersubject to the Sellers having received, to their reasonable satisfaction, assurances (including in by way of indemnities, etc.) that Purchaser will be able to comply with such obligations) by Sellers or their Affiliates of such rights. The Sellers and their Affiliates shall have no obligation to obtain such consent or approval or to provide such an alternative arrangement other than the undertaking to use commercially reasonable efforts to obtain or provide the same as set forth in this Section 1.09 (and secure all consents that may the failure to do so shall not be necessary deemed to effect be a full and valid transfer or transfers breach of the sameSellers’ representations, (c) Seller warranties or covenants hereunder and Buyer will use the Sellers and their respective reasonable efforts, Affiliates shall have no Liability in cooperation connection with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer the benefits of and under any such assets or property. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension of the current term of such contracts unless Seller is thereupon released from all obligations under such contractsfailure).

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

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

Consents of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any 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 thereunder or resulting therefrom if any assignment or attempted transfer or attempt to make such an assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereof, transfer is not permitted without the consent, approval or waiver of of, or notice to, a third party or entity (including a Governmental Entity), would constitute a breach or violation thereof or a violation affect adversely the rights of the Buyer or the applicable Seller thereunder (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 parties to or of the assignment to the Buyer (or, subject to Section 13.8, an Affiliate of the Buyer) of any LawTransferred Asset or any claim or right or any benefit arising thereunder or otherwise transfer the rights and benefits of any Non-assignable Asset to the Buyer or, rule 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 regulation, unless and until its Affiliate in place of such non-transferable Permit. If such consent, approval or waiver has been granted. 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 covenants or any of its or their Affiliates thereunder so that the Buyer (or, subject to Section 13.8, an Affiliate of the Buyer) would not in fact receive all such rights, or if such asset is not transferable under applicable Law with or without such consent, approval, waiver or notice, the Company and agrees that in the Buyer will use their commercially reasonable efforts (but without any such caseobligation to expend money, except with respect 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 Third Party Payor Contracts listed on Schedule 5.13Buyer (or, subject to Section 13.8, an Affiliate of the beneficial interests Buyer) the benefits of any Non-assignable Asset, including sub-contracting, sub-licensing, or sub-leasing to the Buyer (or, subject to Section 13.8, an Affiliate of the Buyer), or under which the applicable Seller in and to any such assets or property shall in any event pass at the Closing to Buyer, and Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust would enforce for the benefit of Buyerthe Buyer (or, its successors and assignssubject to Section 13.8, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers an Affiliate of the sameBuyer), with the Buyer (c) Seller and Buyer will use their respective reasonable effortsor, in cooperation with one anothersubject to Section 13.8, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer the benefits of and under any such assets or property. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension Affiliate of the current term of Buyer) assuming such contracts unless Seller is thereupon released from all Seller’s obligations under such contractsNon-assignable Asset, any and all rights of such Seller against a third party thereto. In connection with any such arrangement, the Buyer shall reimburse the Company, the applicable Seller and each of their applicable Affiliates for any reasonable and documented out-of-pocket costs and expenses actually incurred by the Company, the applicable Seller and each of their applicable Affiliates in connection with the performance of any 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 (such costs and expenses, the “Alternative Arrangement Costs”). The applicable Seller will promptly pay to the Buyer (or, subject to Section 13.8, an Affiliate of the Buyer) when received all monies received, after offsetting applicable Alternative Arrangement Costs owed but not yet paid by the Buyer or its Affiliates, by such Seller or its Affiliates under such Non-assignable Asset or any claim or right or any benefit arising thereunder.

Consents of Third Parties. Notwithstanding anything to the contrary in this AgreementAgreement but without limiting the requirements of Section 2.2(g), this Agreement shall not constitute an agreement to assign or transfer any claim or right or any benefit (including any Contract) arising thereunder or resulting therefrom, if any assignment, transfer or attempt to make such an assignment or attempted assignment of any agreement (including, without limitation, the Third Party Payor Contracts listed on Schedule 5.13), insurance policy, license, instrument or other assets or property if the attempted assignment thereof, transfer is not permitted without the consent, approval or waiver of of, or notice to, a third party or entity (including a Governmental Entity), would constitute a breach or violation thereof or a violation affect adversely the rights of Buyer or Seller thereunder. Seller and Buyer shall use their commercially reasonable efforts (including the dedication of resources thereto, but, except as set forth in Section 3.7(d), without any obligation, by either party, to expend money, commence litigation or offer or grant any financial or other accommodation to any third party) to obtain the consent, approval or waiver of, or provide the required notice to, third parties to or of the assignment to Buyer, or its permitted assigns, of any Lawclaim or right or any benefit arising thereunder or otherwise transfer the rights and benefits of any Non-assignable Asset (as defined below) to Buyer; provided that, rule following the date hereof, Seller shall seek to obtain, with Buyer’s reasonable cooperation, each third party consent, approval or regulationwaiver that is required in connection herewith. Without limiting the requirements of Section 2.2(g), unless and until if such consent, approval or waiver has been granted. Seller covenants and agrees is not obtained, or such notice is not given, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any of the Companies or the Subsidiaries thereunder so that the Buyer, or any of the Buyer Subsidiaries, as applicable, would not in fact receive all such rights, or if such asset is not transferable under applicable Law with or without such consent, approval, waiver or notice (any such case, except with respect to the Third Party Payor Contracts listed on Schedule 5.13assets so described, the beneficial interests “Non-assignable Assets”), Seller and Buyer will use their commercially reasonable efforts, including the dedication of resources thereto, to enter into a mutually agreeable arrangement under which Buyer would assume the obligations (other than any obligations of a type that would be a Company Supported Arrangement if outstanding prior to Closing) and the applicable Seller or Affiliate of Seller in and would provide to Buyer the full benefits of any such assets Non-assignable Asset, including subcontracting, sublicensing, or property shall in any event pass at the Closing subleasing to Buyer, and or under which the applicable Seller and Buyer covenant and agree that, from and after the Closing, (a) Seller will hold any and all such assets or property in trust would enforce for the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers of the same, (c) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will cooperate with Buyer assuming such Seller’s obligations under such Non-assignable Asset, any and all rights of such Seller against a third party thereto; provided that Buyer shall only be required to assume thereunder liabilities for Taxes arising after the Closing Date (as determined in any assignment, subcontract or other reasonable arrangement designed accordance with Section 3.3(b)) to provide for the extent that Buyer receives the rights and benefits of and under any such assets or property. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising Non-assignable Asset from and after the Closing Date in accordance with respect thereto except as this Agreement. Buyer shall reimburse Seller for Damages actually incurred by Seller arising out of the Buyer’s failure to perform thereunder to the extent that (i) Buyer was aware of its obligations thereunder (including because Buyer received a copy of the relevant Contract or otherwise), and (ii) any such liability does not result from Seller’s or any of Seller's its Affiliates’ gross negligence or willful misconductmisconduct (such costs and expenses, regardless the “Alternative Arrangement Costs”); provided, that none of whether Buyer shall be liable for any Damages arising out of the termination or any action resulting from or relating to the consummation of the Agreement or refusal of the applicable counterparty to permit any such consentAlternative Arrangement. The applicable Seller will promptly pay to Buyer when received all monies received, approval after offsetting applicable Alternative Arrangement Costs not yet paid by Buyer or waiver has been obtained. With respect to an unassigned contractits Affiliates, Buyer will not obtain any extension of the current term of by such contracts unless Seller is thereupon released from all obligations under such contractsNon-assignable Asset or any claim or right or any benefit arising thereunder; provided, that none of Buyer or its Affiliates shall be liable for any Damages.

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

Consents of Third Parties. (a) Notwithstanding anything to the contrary in this Agreementherein, this Agreement shall not constitute an agreement to assign or transfer any instrument, contract, lease or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or attempted transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or adversely affect the rights of the Buyer or the Sellers thereunder; and any transfer or assignment to the Buyer by the Sellers of any interest under any such instrument, contract, lease or other agreement or arrangement that requires the consent or approval of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained (or otherwise is not in full force and effect) on or prior to the Closing Date, the Sellers shall continue to use commercially reasonable efforts to obtain any material consent or approval as quickly as reasonably practicable for 120 days after the Closing Date. Pending the obtaining of any such consent or approval as set forth above, the parties shall cooperate with each other in any reasonable, lawful and economically feasible arrangements designed to provide to the Buyer the benefits of and use of such instrument, contract, lease or other agreement or arrangement for its term (or any right or benefit arising hereunder, including the enforcement for the benefit of the Buyer of any and all rights of the Sellers against a third party thereunder), including, without limitation, by subleasing any Leased Real Property to the Third Party Payor Contracts listed on Schedule 5.13)Buyer, insurance policysubject to obtaining any required consent from the owner of such Leased Real Property; provided that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Once the consent or approval of the assignment of such instrument, licensecontract, instrument lease or other assets agreement or property if the attempted assignment thereof, without the consent, approval or waiver of a third party or entity (including a Governmental Entity), would constitute a breach thereof or a violation of any Law, rule or regulation, unless and until such consent, approval or waiver has been granted. Seller covenants and agrees that in any such case, except with respect to the Third Party Payor Contracts listed on Schedule 5.13arrangement is obtained, the beneficial interests of Seller in Sellers shall promptly assign, transfer, convey and to any deliver such assets instrument, contract, lease or property shall in any event pass at the Closing to Buyerother agreement or arrangement, and Seller and the Buyer covenant and agree that, shall assume the obligations thereunder from and after the Closing, (a) Seller will hold any date of assignment to the Buyer pursuant to a special-purpose assignment and all such assets or property assumption agreement substantially similar in trust for the benefit of Buyer, its successors and assigns, (b) Seller and Buyer will use their respective reasonable efforts, in cooperation with one another, terms to obtain and secure all consents that may be necessary to effect a full and valid transfer or transfers those of the sameAssumption Agreement (which special-purpose agreement the parties shall prepare, (c) Seller execute and Buyer will use their respective reasonable efforts, deliver in cooperation with one another, to make or complete such transfer or transfers as soon as reasonably possible, and (d) Seller will cooperate with Buyer in any assignment, subcontract or other reasonable arrangement designed to provide for Buyer good faith at the benefits of and under any such assets or property. Buyer agrees to make all payments required to be made with respect to such assets or property and to assume all liabilities or other obligations arising from and after the Closing Date with respect thereto except as a result of Seller's negligence or willful misconduct, regardless of whether any such consent, approval or waiver has been obtained. With respect to an unassigned contract, Buyer will not obtain any extension of the current term time of such contracts unless Seller is thereupon released from transfer, all obligations under such contractsat no additional cost to the Buyer or the Seller).

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

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