Common use of Consents to Assignment Clause in Contracts

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtained. If such consent (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basis.

Consents to Assignment. To the extent that any Contract identified in the Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign including a government or transfer any contract, lease, authorization, license or permitgovernmental unit), or any claimif such sale, right assignment, transfer, delivery or benefit arising thereunder sublease or resulting therefromattempted sale, if an attempted assignment assignment, transfer, delivery or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and such consent has any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, offer, delivery or sublease thereof. Subject to the provisions of Section 11.5, in those cases where consents, assignments, releases and/or waivers have not been obtained. If such consent (a "Deferred Consent") is not obtained, obtained at or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the ClosingClosing relating to the assignment to Buyer of the Contracts, then this Agreement and any assignment executed pursuant hereto, to the Transferee extent permitted by law, shall constitute an equitable assignment by Seller to Buyer of all of Seller's rights, benefits, title and interest in and to the Transferor Contracts, and where necessary or appropriate, Buyer shall enter into be deemed to be Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such arrangements (including subleasing or subcontracting if permitted) Contracts. Seller shall use its reasonable best efforts to provide Buyer with the financial and business benefits of such Contracts (including, without limitation, permitting Buyer to enforce any rights of Seller arising under such Contracts), and Buyer shall, to the Transferee or relevant Company extent Buyer is provided with the economic benefits of such Contracts, assume, perform and operational equivalent in due course pay and discharge all debts, obligations and liabilities of obtaining Seller under such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for Contracts to the benefit of extent that Buyer was to assume those obligations pursuant to the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basisterms hereof.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permitPermit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtainedthereof. If such consent (a "Deferred Consent") Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee Buyer would not receive, or the relevant Company would not continue to receive, receive all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") Item shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationPurchase Price, (b) from and after the Closing, the Transferor Sellers and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor Sellers and the Transferee Buyer will cooperate, in all reasonable respects, to provide to Buyer the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company Buyer entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee Buyer and the Transferor Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permitPermit, including enforcement for the benefit of the Transferee Buyer of all claims or rights arising thereunder, and the performance by the Transferee Buyer of the obligations thereunder on a prompt and punctual basis.

Consents to Assignment. (a) Anything To the extent that any Assumed Contract or other contract identified in the Disclosure Schedule that is to be assigned under this Agreement to is not capable of being sold, assigned, transferred, delivered or subleased without the contrary notwithstanding, this Agreement shall not constitute an agreement to assign waiver or transfer consent of any contract, lease, authorization, license third person withholding same (including a government or permitgovernmental unit), or any claimif such sale, right assignment, transfer, delivery or benefit arising thereunder sublease or resulting therefromattempted sale, if an attempted assignment transfer, delivery or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and such consent has any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained. If such consent (a "Deferred Consent") is not obtained, obtained at or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the ClosingClosing Date to the transfer and assignment to Buyer of such contracts, then Buyer may in its sole discretion elect to have this Agreement and any assignments executed pursuant hereto, to the Transferee extent permitted by law, constitute an equitable assignment by Seller to Buyer of all of Seller's rights, benefits, title and interest in and to such contracts, and where necessary or appropriate, Buyer shall be deemed to be Seller's agent for the Transferor purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such contracts. Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) use its reasonable best efforts to provide Buyer with the benefits of such contracts (including, without limitation, permitting Buyer to enforce any rights of Seller arising under such contracts), and Buyer shall, to the Transferee or relevant Company extent Buyer is provided with the economic benefits of such contracts, assume, perform and operational equivalent in due course pay and discharge all debts, obligations and liabilities of obtaining Seller under such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basiscontracts.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contractAssigned Contract, lease, authorization, license or permitPermit, or any claim, right or benefit arising thereunder under any such Assigned Contract or Permit, or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtainedthereof. If such consent (a "Deferred Consent") any Assigned Contract or Permit is not obtainedassigned or transferred pursuant to the preceding sentence, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee Buyer would not receive, or the relevant Company would not continue to receive, receive all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") Item shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationPurchase Price, (b) from and after the Closing, the Transferor Sellers and the Transferee Buyer will cooperate, in all reasonable respects, to obtain the Deferred Consent applicable to such Deferred Consent Item as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor Sellers and the Transferee Buyer will cooperate, in all reasonable respects, to provide to the Transferee or Buyer the relevant Company all benefits under the each Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company Buyer entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in with respect to each Deferred Item and until the event that any such applicable Deferred Consent is not obtained prior to obtained, the Closing, then the Transferee Buyer and the Transferor Sellers shall enter into such reasonable arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permitDeferred Item, including enforcement for the benefit of the Transferee Buyer of all claims or rights arising thereunder, and the performance by the Transferee Buyer of the obligations thereunder on a prompt and punctual basis.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, except as otherwise provided in any applicable Local Transfer Agreement, this Agreement shall not constitute an agreement to assign or transfer any contractagreement, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental EntityEntity (as defined in Section 2.4(b)), as the case may be, would constitute a breach thereof and or default thereof, would result in a violation of the rights of any such consent has not been obtainedthird party, would be ineffective, or would in any way adversely affect the rights of PKI or Buyer thereunder. If such consent (a "“Deferred Consent"”) is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, in each such case, then (a) the contractagreement, lease, authorization, license or permit to which such Deferred Consent relates (each, a "“Deferred Item"” and any such deferred agreement or lease, a “Deferred Contract”) shall not be withheld from sale assigned or transferred pursuant to this Agreement without any Agreement, and there shall be no reduction in the ConsiderationPurchase Price as a result thereof, (b) from and after the Closing, the Transferor Sellers and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee no Seller or Buyer shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor Sellers and the Transferee will Buyer shall cooperate, in all reasonable respects, to provide to in any lawful and commercially reasonable arrangement reasonably proposed by Buyer under which (i) Buyer would obtain (without infringing upon the Transferee legal rights of any third party) the economic claims, rights and benefits (net of the amount of any related Tax costs and any other liabilities or obligations imposed on the relevant Company all benefits Sellers or any of their Affiliates) under the Deferred Item to which such Deferred Consent relates and (ii) Buyer would assume any related economic burden (including the amount of any related Tax costs and any other liabilities or obligations imposed on the Sellers or any of their Affiliates) with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior respect to the ClosingDeferred Item. For purposes of this Agreement, then the Transferee and term “Affiliate” shall have the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) meaning assigned to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit it in Rule 12b-2 of the Transferee Securities Exchange Act of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basis1934.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtainedthereof. If such consent (a "Deferred Consent") Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee Buyer would not receive, or the relevant Company would not continue to receive, receive all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") Item shall be withheld from sale pursuant to this Agreement without any reduction in the Transaction Consideration, (b) from and after the Closing, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, Closing and (c) until such Deferred Consent is obtained, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to provide to the Transferee or Buyer the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company Buyer entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee Buyer and the Transferor Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee Buyer of all claims or rights arising thereunder, and the performance by the Transferee Buyer of the obligations thereunder on a prompt and punctual basis.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtainedthereof. If such consent (a "Deferred Consent") Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee Buyer would not receive, or the relevant Company would not continue to receive, receive all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") Item shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationPurchase Price or Adjusted Purchase Price, (b) from and after the Closing, the Transferor Sellers and the Transferee Buyer will cooperate, in all commercially reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor Sellers and the Transferee Buyer will cooperate, in all commercially reasonable respects, to provide to the Transferee Buyer the benefits or liabilities, as the relevant Company all benefits case may be, under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company Buyer entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee Buyer and the Transferor Sellers shall enter into such commercially reasonable arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee Buyer of all claims or rights arising thereunder, and the performance by the Transferee Buyer of the obligations thereunder on a prompt and punctual basis. Notwithstanding the foregoing, in the case of any contract that is a Government Contract, Section 10.4, and not this Section 1.5, shall apply.

Consents to Assignment. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto (other than an Affiliate of the Seller) or of the issuing federal state, local or foreign, governmental or quasi-governmental entity or municipality or subdivision thereof or any or agency, authority, department, commission, board, bureau, agency, court, tribunal or instrumentality, or any applicable self-regulatory organization (individually, a “Governmental Entity” and collectively, the “Governmental Entities”), as the case may be, would constitute a breach thereof. If Deferred Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Buyer would not receive all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which Deferred Consent relates (a “Deferred Item”) shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, the Seller and the Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that the Seller shall not be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Seller and the Buyer will cooperate, in all reasonable respects, to provide to the Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with the Buyer entitled to all the benefits and responsible for all the Taxes thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Buyer and the Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Buyer of all claims or rights arising thereunder, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis. “Deferred Consent” shall mean an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such thereof. Nothing in this Section 1.12 shall require the Buyer to waive any closing condition, including, without limitation, Section 8.6 below. In no event shall Deferred Consents be deemed to include any consent has not been obtained. If such consent (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, contracts listed in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basisSchedule 2.3.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto Required Contractual Consent or of the issuing Required Governmental Entity, as the case may beApproval, would constitute a breach thereof and such consent has not been obtainedor in any way adversely affect the rights of Buyer thereunder. If such consent a Required Contractual Consent or Required Governmental Approval is not obtained (a "“Deferred Consent") is not obtained”), or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee Buyer would not receive, or the relevant Company would not continue to receive, receive all such rights, then, in each such casecase at Closing, (a) the contract, lease, authorization, license Contract or permit License to which such Deferred Consent relates (a "“Deferred Item"”) shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationAgreement, (b) from and after the Closing, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to provide to Buyer the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company Buyer entitled to all the profits, rights and gains and responsible for all the losses, Taxes, taxes liabilities and/or obligations thereunder), and (d) upon obtaining such Deferred Consent after the Closing, Seller shall execute such transfer instrument for the Deferred Item in form satisfactory to Buyer and its counsel. In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee Buyer and the Transferor Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license Contract or permitLicense, including enforcement for the benefit of the Transferee Buyer of all claims or rights arising thereunder, and the performance by the Transferee Buyer of the obligations thereunder on a prompt and punctual basis. Notwithstanding the foregoing, if a Deferred Consent is not obtained within twelve (12) months after the Closing, Buyer may elect not to accept an assignment of such Deferred Item or to assume the obligations thereunder in which event such Deferred Item shall thereupon be an Excluded Asset and all obligations thereunder an Excluded Liability.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, Acquired Asset if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof or default thereof, would result in a violation of the rights of any such third party, would be ineffective, or would in any way adversely affect the rights of Parent or Buyer thereunder and such consent has is not been obtained. If such consent obtained at or prior to the Closing (a "“Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue ”). With respect to receive, all such rights, then, in each such caseDeferred Consent, (a) the contract, lease, authorization, license or permit Acquired Asset to which such Deferred Consent relates (a "“Deferred Item"”) shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationPurchase Price, (b) from and for a period of twelve (12) months after the Closing, the Transferor Parent and the Transferee will Buyer shall cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee Parent shall not be required to make any payments or agree to any material undertakings in connection therewith, and (c) during such period until such Deferred Consent is obtained, the Transferor Parent and the Transferee will Buyer shall cooperate, in all reasonable respects, to provide to in any lawful and commercially reasonable arrangement reasonably proposed by Buyer under which (i) Buyer would obtain (without infringing upon the Transferee or legal rights of any third party) the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profitseconomic claims, rights and gains benefits and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that (ii) Buyer would assume any such Deferred Consent is not obtained prior related economic burden with respect to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunderItem, and (d) Parent, the performance by Acquired Company or the Transferee Business Subsidiary, as applicable, shall hold such Acquired Asset as nominee for Buyer until completion of such transfers in accordance with the obligations thereunder on a prompt and punctual basisprovisions of this Section 1.5. For purposes of this Agreement, the term “Affiliate” shall, subject to Section 11.3, have the meaning assigned to it in Rule 12b-2 under the Securities Exchange Act of 1934.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Ground Lease, Personal Property Lease or transfer any contract, lease, authorization, license or permitSignage Occupancy Rights, or any claim, claim or right or any benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may bethereto, would constitute a breach thereof and such consent has not been obtainedor in any way adversely affect the rights of Buyer thereunder. If such consent (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee Buyer would not receive, or the relevant Company would not continue to receive, receive all such rights, thenSeller, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from Partnership and after the Closing, the Transferor and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent consent as soon as practicable after the Closingand, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to Buyer the Transferee or the relevant Company all benefits under the Deferred Item any Contract, Ground Lease, Personal Property Lease or Signage Occupancy Rights to which such Deferred Consent consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and Buyer responsible for all the losses, Taxes, liabilities and/or and obligations thereunder). In particular, in the event that any such Deferred Consent consent is not obtained prior to the Closing, then the Transferee and the Transferor Buyer, Seller and/or Partnership shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company parties the economic and operational equivalent of obtaining such Deferred Consent consent and assigning such Contract, Ground Lease, Personal Property Lease or transferring such contract, lease, authorization, license or permit, Signage Occupancy Rights including enforcement for the benefit of the Transferee Buyer of all claims or rights arising thereunder, and the performance by the Transferee Buyer of the obligations thereunder on a prompt and punctual basisthereunder.

Consents to Assignment. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, this Agreement shall not constitute an agreement to assign or transfer any asset, contract, leaseagreement, authorizationclaim, license right or permitbenefit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing (including any Governmental Entity, as the case may be), would constitute a breach thereof and breach, default or violation of the rights of such consent has not been obtainedthird party, would be ineffective with respect to any party to a contract or agreement concerning such asset, contract, agreement, claim, right or benefit, or would in any way adversely affect the rights of the Seller or, upon transfer, the Asset Buyer under such asset, contract, agreement, claim, right or benefit. If such consent (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, in each such case, then (a) the asset, contract, leaseagreement, authorizationclaim, license right or permit benefit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationAsset Purchase Price, (b) from and after the Closing, the Transferor Seller and the Transferee Asset Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the ClosingClosing (and the Asset Buyer shall cooperate in all reasonable respects in connection therewith), provided that neither the Transferor nor the Transferee party hereto shall be required to make any payments or agree to any material undertakings in connection therewiththerewith without such party's prior written consent, and (c) until such Deferred Consent is obtained, the Transferor Seller and the Transferee will Asset Buyer shall cooperate, in all reasonable respects, to provide to with the Transferee aggregate commercially reasonable out-of-pocket expenses of the Asset Buyer and the Seller incurred in obtaining such Deferred Consent being shared equally by the Asset Buyer and the Seller, in any lawful and commercially reasonable arrangement reasonably proposed by the Asset Buyer under which (i) the Asset Buyer would obtain (without infringing upon the legal rights of any third party) the economic claims, rights and benefits (net of the amount of any related Tax costs and any other liabilities or obligations imposed on the relevant Company all benefits Seller or any of its Affiliates under the Deferred Item to which such Deferred Consent relates and (ii) the Asset Buyer would assume any related economic burden (including the amount of any related Tax costs and any other liabilities or obligations imposed on the Seller or any of its Affiliates) with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior respect to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basisItem.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contractContract, leaseLease (as defined in Section 2.11), authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtainedor in any way adversely affect the rights of the Buyer thereunder. If such consent (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee Buyer would not receive, or the relevant Company would not continue to receive, receive all such rights, then, in each such case, then (ai) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and after the Closing, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closingpracticable, provided that neither the Transferor nor the Transferee no Asset Seller shall be required to make any payments (other than payments of de minimis amounts) or agree to any material undertakings in connection therewith, and (cii) until such Deferred Consent is obtained, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to provide to the Transferee or Buyer the relevant Company all benefits under the Deferred Item Contract, Lease, authorization, license or permit to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and Buyer responsible for all the losses, Taxes, liabilities and/or and obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee Buyer and the Transferor Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring transfering such contractContract, leaseLease, authorization, license or permit, including enforcement for the benefit of the Transferee Buyer of all claims or rights arising thereunder, and the performance by the Transferee Buyer of the obligations thereunder on a prompt and punctual basis.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, except as otherwise provided in any applicable Local Transfer Agreement or as otherwise agreed by the Parties, this Agreement shall not constitute an agreement to assign or transfer any contractasset, agreement, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental EntityEntity (as defined in Section 2.4(c)), as the case may be, would constitute a breach thereof or default thereof, would result in a violation of the rights of any such third party, would be ineffective, would give rise to a termination or cancellation right of such third party, or would in any way adversely affect the rights of PKI or Buyer thereunder, in each case unless and until such consent has not been obtained. Xxxxx agrees that PKI and the Sellers shall have no liability whatsoever to Buyer arising out of or relating to the failure to obtain any such consent or because of any circumstances resulting therefrom, subject to compliance with this Agreement and the Ancillary Agreements. If such consent (a "“Deferred Consent"”) is not obtained, obtained at or if an attempted assignment or transfer thereof would be ineffective or would affect prior to the rights thereunder so that the Transferee would not receive, Closing or the relevant Company would not continue Local Closing pursuant to receiveSection 1.11 with respect to any Deferred Business, all such rightsas applicable, then, in each such casesubject to the last sentence of this section, (a) the contractClosing or Local Closing, as applicable, shall nonetheless take place on the terms set forth herein and the asset, agreement, lease, authorization, license or permit to which such Deferred Consent relates (a "“Deferred Item"”) shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from Purchase Price. From and after the Closing or Local Closing, as applicable, (a) until the Transferor earliest of (i) receipt of the applicable Deferred Consent, (ii) the termination or expiration of the applicable Deferred Item in accordance with its terms or (iii) the twelve (12) month anniversary of the Closing Date or the Local Closing Date, as applicable, PKI and the Transferee will cooperate, in all Sellers shall use reasonable respects, best efforts to obtain (and, if requested by PKI, Buyer shall reasonably cooperate with PKI in obtaining) such Deferred Consent as soon as practicable after the Closing or Local Closing, as applicable, provided that neither the Transferor nor the Transferee no Seller shall be required to make any payments or agree to any material undertakings in connection therewith, and (cb) until the earlier of (i) receipt of the applicable Deferred Consent and (ii) the termination or expiration of the applicable Deferred Item, the Sellers and Buyer, as applicable, shall, and shall cause their respective Affiliates to, cooperate in entering into any lawful alternative arrangement with such third parties under which (x) Buyer (or the intended transferee of such Deferred Item as designated by Buyer) would obtain (without infringing upon the legal rights of any third party) the economic claims, rights and benefits and (y) Buyer (or the intended transferee of such Deferred Item as designated by Buyer) would assume any related economic burden (including the amount of any related Tax costs and any other liabilities or obligations imposed on the Sellers or any of their Affiliates) with respect to the Deferred Item. Following the receipt of each Deferred Consent, PKI shall (or shall cause its applicable Affiliate to) promptly transfer the Deferred Item related to such Deferred Consent is obtainedto the intended transferee (as designated by Buyer) of such Deferred Item at no additional cost to Buyer or such intended transferee. For purposes of this Agreement, the Transferor term “Affiliate” shall have the meaning assigned to it in Rule 12b-2 of the Securities Exchange Act of 1934; provided, that in the case of Buyer except for purposes of Sections 4.1(a), 4.1(d), 6.3, and 9.20, the Transferee will cooperateterm “Affiliate” shall not at any time include any investment fund or investment vehicle affiliated with, or managed or advised by, New Mountain Capital, L.L.C. (“New Mountain”), or any portfolio company (as such term is commonly understood in all reasonable respectsthe private equity industry), to provide to of New Mountain or its Affiliates (but for the Transferee avoidance of doubt, PerkinElmer Topco, L.P., and its Subsidiaries are Affiliates of Buyer); provided, further that in the case of PKI, the term Affiliate shall include only PKI’s controlled affiliates. For the avoidance of doubt, except as provided in Section 1.11 or Section 8.5(f), nothing in this Agreement shall permit the relevant Company all benefits under delayed Closing of any transfer of Acquired Assets or Equity Interests broadly in a local jurisdiction or jurisdictions without the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder)prior written consent of Buyer. In particular, in the event that of any such conflict between this Section 1.6 and Section 1.11 with respect to any Deferred Consent is not obtained prior to the ClosingBusiness, then the Transferee and the Transferor Section 1.11 shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basiscontrol.

Consents to Assignment. Notwithstanding anything to the contrary contained in this Agreement, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be an Acquired Asset is (a) Anything in this Agreement prohibited by any applicable Law or (b) would require any authorizations, approvals, consents or waivers from a Third Party or Governmental Entity and such authorizations, approvals, consents or waivers shall not have been obtained prior to the contrary notwithstandingClosing, then in either case the Closing shall proceed without the sale, assignment, transfer, conveyance or delivery of such asset and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such asset; provided, that nothing in this Section 1.04 shall be deemed to assign waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article V have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or transfer delivery of any contractsuch asset, leasethen following the Closing, Seller shall use commercially reasonable efforts to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, license approval, consent or permitwaiver, (i) Seller will comply with the terms of, and will not amend, transfer, let lapse or any claimterminate, right or benefit arising thereunder or resulting therefromits rights with respect to the applicable asset without Buyer’s written consent, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtained. If to be unreasonably withheld, conditioned or delayed and (ii) the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such consent (a "Deferred Consent") is not obtainedasset, or if an attempted assignment or transfer thereof would be ineffective or would affect and to Seller the rights thereunder so that the Transferee would not receivebenefits, or the relevant Company would not continue to receiveincluding any indemnities, all such rights, thenthat, in each such case, (a) it would have obtained had the contract, lease, authorization, license or permit asset been conveyed to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale Buyer at the Closing. To the extent that Buyer is provided the benefits pursuant to this Agreement without Section 1.04 of any reduction in the ConsiderationContract, Buyer shall (bx) from and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement perform for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of other parties thereto the obligations of Seller or any affiliate of Seller thereunder on a prompt and punctual basis.(y) satisfy any related Liabilities with respect to such Contract that, but for the lack of an authorization, approval, consent or waiver to assign such obligations or Liabilities to Buyer, would be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall promptly assign, transfer, convey and deliver such asset to Buyer at no additional cost to Buyer. Section 1.05

Consents to Assignment. (a) Anything in this Agreement Notwithstanding anything herein to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign or transfer any contractasset, agreement, lease, authorization, license or permitPermit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and or default thereof, would result in a violation of the rights of any such third party, would be ineffective, or would in any way adversely affect the rights of Seller or Buyer thereunder. Seller shall use commercially reasonable efforts to obtain the consent of such third party to the assignment to Buyer at the Closing of each Deferred Item (as defined below) in all cases in which such consent has not been obtainedis or may be required for such assignment. Buyer will cooperate to the extent commercially reasonable with Seller in Seller’s efforts to obtain such consents. If such consent (a "“Deferred Consent"”) is not obtainedobtained prior to the Closing, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, in each such case, then (a) the contractasset, agreement, lease, authorization, license or permit to which such Deferred Consent relates (a "“Deferred Item"”) shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationPurchase Price, (b) from and after the Closing, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing; provided, provided that neither the Transferor nor the Transferee Seller shall not be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor Seller and the Transferee will Buyer shall cooperate, in all reasonable respects, to provide to in any lawful and commercially reasonable manner and enter into appropriate and reasonable alternative arrangements reasonably proposed by Buyer under which (i) Buyer would obtain (without infringing upon the Transferee legal rights of any third party) the economic claims, rights and benefits (net of the amount of any related Tax costs and any other liabilities or the relevant Company all benefits obligations imposed on Seller or any of its Affiliates under the Deferred Item to which such Deferred Consent relates Item) and (ii) Buyer would assume any related economic burden (including the amount of any related Tax costs and any other liabilities or obligations imposed on Seller or any of its Affiliates) with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior respect to the ClosingDeferred Item, then the Transferee which arrangements shall include, without limitation, processes, procedures and the Transferor shall enter into such arrangements protocols to ensure that (including subleasing A) Seller (or subcontracting if permittedits Affiliates) to provide provides timely invoices to the Transferee or relevant Company third parties of Deferred Items in accordance with payment schedules and terms and conditions of Deferred Items, receives payment of such invoices from such third parties, and endorses and pays to the economic and operational equivalent order of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement Buyer payments received by Seller for the benefit of the Transferee Buyer with respect to such Deferred Items and (B) Buyer makes payment to Seller to ensure timely payment of all claims or rights arising thereunder, amounts owed to third parties of Deferred Items in accordance with payments schedules and the performance by the Transferee terms and conditions of the obligations thereunder on a prompt and punctual basisDeferred Items.

Consents to Assignment. (a) Anything in this This Agreement to the contrary notwithstanding, this Agreement shall does not constitute an agreement to assign any asset, right-of-way, easement, contract, agreement, or Permit constituting Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof at Closing would: (i) cause TXU or the Buyer to be in violation of any licensing or other law, or (ii) be in violation of any prohibition on assignment of any Asset (herein called a “Transfer Requirement”). TXU and Buyer will use Reasonable Efforts to obtain all necessary consents or waivers to transfer any contract, lease, authorization, license or permit, such Asset or any claim, claim or right or any benefit arising thereunder or resulting therefrom. Nevertheless, if an attempted assignment or despite such Reasonable Efforts, TXU is unable to satisfy a Transfer Requirement necessary for the transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and any such consent has not been obtained. If such consent (a "Deferred Consent") is not obtainedAsset, or if an attempted assignment any claim or transfer thereof would be ineffective right or would affect the rights any benefit arising thereunder so that the Transferee would not receiveor resulting therefrom by Closing, or the relevant Company would not continue to receive, all TXU and Buyer will cooperate in a mutually agreeable arrangement such rights, then, in each such case, that: (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and after the Closing, Buyer will receive the Transferor revenues and other benefits from, and pay the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be costs and expenses required to make any payments or agree be paid with respect to, such Asset, (b) Buyer hereby assumes the responsibility to any material undertakings in connection therewithdischarge TXU’s obligations to the extent they are Assumed Obligations with respect to such Asset, and (c) until such Deferred Consent is obtainedupon Buyer’s written request, the Transferor and the Transferee TXU will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement enforce for the benefit of the Transferee of all claims or rights arising thereunderBuyer, as necessary, and the performance by the Transferee at Buyer’s sole cost and expense, any and all rights of the obligations thereunder on TXU against a prompt third party with respect to such Asset, and punctual basis(d) Buyer will indemnify and hold TXU harmless with respect to any Assumed Obligations arising with respect to such Asset.

Consents to Assignment. (a) Anything in this Agreement ADI shall, and shall cause the Sellers to, use commercially reasonable efforts to deliver to, or obtain from, the applicable third party, prior to the contrary notwithstandingClosing, all notices, consents, waivers and approvals identified in Section 2.3 of the Disclosure Schedule; provided that no Seller shall be required to make any payments or agree to any undertaking in connection therewith. Without limiting the foregoing obligations, this Agreement shall not constitute an agreement to assign or transfer (or an assignment or transfer of) any contractasset, agreement, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof or default thereunder, would result in a violation of the rights of any such third party, would be ineffective, or would in any way adversely affect the rights of any Seller (or any Affiliate thereof) or Buyer thereunder and such consent has is not been obtained. If such consent obtained at or prior to the Closing (a "“Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue ”). With respect to receive, all such rights, then, in each such caseDeferred Consent, (a) the contractasset, agreement, lease, authorization, license or permit to which such Deferred Consent relates (a "“Deferred Item"”) shall not be withheld from sale pursuant assigned or transferred to this Agreement Buyer at Closing, without any reduction in the ConsiderationPurchase Price, until the requisite consent is obtained, upon which ADI will, or will cause the applicable Seller to promptly assign or transfer such Deferred Item to Buyer, (b) from and after the Closing, the Transferor and the Transferee Buyer will cooperate, in all reasonable respects, with the applicable Seller to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee no Seller shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor Sellers and the Transferee will Buyer shall cooperate, in all reasonable respects, to provide to in any lawful and commercially reasonable arrangement proposed by Buyer under which (i) Buyer would obtain (without infringing upon the Transferee or legal rights of any third party) the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profitseconomic claims, rights and gains benefits and responsible for all the losses(ii) solely if Buyer obtains such economic claims, rights and benefits described in (i), Buyer would assume any related economic burden (including Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior ) with respect to the ClosingDeferred Item. For purposes of this Agreement, then “Affiliate” shall have the Transferee and meaning assigned to it in Rule 12b-2 under the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent Securities Exchange Act of obtaining such Deferred Consent and assigning or transferring such contract1934, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basisas amended.

Consents to Assignment. If (a) Anything in this Agreement any Assigned Contract or Real Estate Lease may not be assigned and transferred by the applicable Seller to the contrary notwithstandingBuyer (as a result of either the provisions thereof or applicable laws, this Agreement shall not constitute an agreement to assign statutes, rules, regulations, judgments, rulings, decisions, writs, orders or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, decrees) without the consent or approval of a third party thereto or of the issuing (including, for example, a Governmental Entity, as the case may be, would constitute a breach thereof ) and (b) such consent or approval has not been obtained. If such consent (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect obtained prior to the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue to receive, all such rightsClosing, then, in with respect to each such caseAssigned Contract or Real Estate Lease, (ai) notwithstanding any other provision of this Agreement, such Assigned Contract or Real Estate Lease shall not be assigned and transferred by such Seller or assumed by the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and after Buyer at the Closing, the Transferor (ii) such Seller and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent the necessary consent or approval as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee Party shall be required to make any payments or agree to any material undertakings in connection therewiththerewith (except to the extent provided in Section 4.1), (iii) if and (c) until when such Deferred Consent consent or approval is obtained, the Transferor such Seller and the Transferee will Buyer shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be necessary to assign and transfer such Assigned Contract or Real Estate Lease to the Buyer and (iv) from and after the Closing until the assignment of such Assigned Contract or Real Estate Lease pursuant to clause (iii) above, such Seller and the Buyer shall cooperate, in all reasonable respectsrespects to (1) provide the Buyer with all of the rights and obligations under any such Assigned Contract or Real Estate Lease, (2) cooperate in any reasonable and lawful arrangement designed to provide such rights and obligations to the Transferee Buyer, including subcontracting, sublicensing or subleasing to the Buyer or the relevant Company appointment of the Buyer as the agent of the Seller for purposes of such Assigned Contract or Real Estate Lease, and (3) enforce, at the request of the Buyer and for the account of the Buyer, any and all benefits rights of the applicable Seller arising under the Deferred Item to which any such Deferred Consent relates Assigned Contract or Real Estate Lease (with the Transferee or relevant Company entitled to all the profitsprovided that Section 10.3(b), rights and gains and responsible for all the lossesnot this clause (iv), Taxes, liabilities and/or obligations thereunder). In particular, shall apply in the event that case of any such Deferred Consent Assigned Contract that is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements a Government Contract (including subleasing or subcontracting if permittedas defined in Section 2.13)) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basis.

Consents to Assignment. (a) Anything in this Agreement Notwithstanding anything herein to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign or transfer any contractasset, agreement, lease, authorization, license or permitPermit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and or default thereof, would result in a violation of the rights of any such third party, would be ineffective, or would in any way adversely affect the rights of Seller or Buyer thereunder. Seller shall use commercially reasonable efforts to obtain the consent of such third party to the assignment to Buyer at the Closing of each Deferred Item (as defined below) in all cases in which such consent has not been obtainedis or may be required for such assignment. Buyer will cooperate to the extent commercially reasonable with Seller in Seller’s efforts to obtain such consents. If such consent (a "“Deferred Consent"”) is not obtainedobtained prior to the Closing, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, in each such case, then (a) the contractasset, agreement, lease, authorization, license or permit Permit to which such Deferred Consent relates (a "“Deferred Item"”) shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationPurchase Price, (b) from and after the Closing, the Transferor Seller and the Transferee Buyer will cooperate, in all use commercially reasonable respects, efforts to cooperate with each other to obtain any such Deferred Consent with respect to a Designated Contract as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee Seller shall not be required to make any payments payment or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent with respect to a Designated Contract is not obtained prior obtained, Seller and Buyer shall cooperate with each other in any lawful and commercially reasonable manner and, to the Closingextent reasonable, then the Transferee and the Transferor shall enter into appropriate and reasonable alternative arrangements under which (i) Buyer would obtain the economic claims, rights and benefits, and (ii) Buyer shall assume any related Liability associated with the performance of the obligations of Seller under such Deferred Item, which arrangements shall include, without limitation, processes, procedures and protocols to ensure that (including subleasing A) Seller (or subcontracting if permittedits Affiliates) to provide provides timely invoices to the Transferee or relevant Company the economic third parties of Deferred Items with respect to a Designated Contract in accordance with payment schedules and operational equivalent terms and conditions of obtaining such Deferred Consent Items, receives payment of such invoices from such third parties, and assigning or transferring such contract, lease, authorization, license or permit, including enforcement endorses and promptly pays to the order of Buyer payments received by Seller for the benefit of Buyer with respect to such Deferred Items and (B) Buyer makes payment to Seller to ensure timely payment of amounts owed to third parties of such Deferred Items in accordance with payments schedules and terms and conditions of such Deferred Items. If and to the Transferee of all claims extent that such arrangements cannot be made on terms and conditions acceptable to Seller and Buyer, Buyer shall have no obligation pursuant to Section 1.1(c) or rights arising thereunderotherwise with respect to any such Deferred Item or any Liability with respect thereto. After the Closing, Seller on the one hand, and Buyer on the performance other hand, shall take all actions (or shall cause its respective Affiliates to take all actions) reasonably requested by the Transferee other Party to effect the provisions of this Section 1.4. Notwithstanding the obligations thereunder on a prompt and punctual basisforegoing, it is hereby clarified that nothing contained herein shall require Buyer to waive the condition set forth in Section 5.2(f).

Consents to Assignment. (a) Anything in this Agreement To the extent that any Seller’s rights under any Contract, Permit or other Acquired Asset to be assigned to the contrary notwithstandingBuyer hereunder may not be assigned without the consent of another Person which has not been obtained prior to the Closing, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, such Acquired Asset if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof or violation pursuant to, or under such Acquired Asset, or be unlawful. The Sellers shall use their commercially reasonable efforts to obtain any such required consent(s) as promptly as possible and all costs and expenses of obtaining any such consent has not been obtainedshall be the responsibility of the Sellers (it being understood and agreed that nothing herein shall require any Seller, in connection with any such required consent or arrangement, (i) to pay or assume responsibility for any unreasonable cost or expense or (ii) to agree to additional terms and conditions that are adverse to any Seller in any material respect, in each case in connection with a Contract, Permit or other Acquired Asset). If any such consent (a "Deferred Consent") is shall not obtained, be obtained or if an any attempted assignment or transfer thereof would be ineffective or would affect impair the Buyer's rights thereunder in and to the Acquired Asset in question so that the Transferee Buyer would not receive, or in effect acquire the relevant Company would not continue to receive, material benefit of all such rights, theneach Seller, shall, at the Buyer’s reasonable request, without charge to the Buyer, cooperate with the Buyer in each any other reasonable arrangement designed to provide such case, (a) benefits to the contract, lease, authorization, license Buyer. The foregoing shall not be construed to limit or permit modify any of the conditions precedent to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale the Buyer’s obligation to consummate the transactions contemplated hereby pursuant to this Agreement without any reduction in the Consideration, (b) from and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent provisions of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basisSection 5.1 hereof.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this This Agreement shall not constitute an agreement to assign or otherwise sell, convey or transfer any concession, claim, contract, license, lease, authorizationcommitment, license sales order, or permitpurchase order, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto required or of the issuing Governmental Entity, as the case may benecessary for such assignment, would constitute a breach thereof and such consent has not been obtainedor in any way adversely affect the rights of the Purchaser or any one or more of the Sellers thereunder. If such consent (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would adversely affect the Sellers' rights thereunder so that the Transferee Purchaser would not receive, or the relevant Company would not continue to receive, in fact receive all such rights, thenthe Sellers shall cooperate in any arrangement the Purchaser may at its option reasonably request in writing to provide for the Purchaser the benefits under any such concession, in each such caseclaim, (a) the contract, license, lease, authorization, license commitment or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permitorder, including enforcement for the benefit of the Transferee Purchaser of any and all claims rights of the Sellers with respect to the Business against any other party thereto arising out of the breach or rights arising thereundercancellation thereof by such party or otherwise; provided, however, that nothing contained in this Section 1.5 shall relieve the Sellers, or constitute a waiver by the Purchaser, of any obligation of the Sellers provided for elsewhere in this Agreement to obtain any such consent or approval or shall affect the liability, if any, of the Sellers, and the performance by the Transferee rights, if any, of the obligations thereunder on a prompt Purchaser, pursuant to this Agreement, for the failure of the Sellers to have disclosed the need for, and punctual basisfor having failed to obtain, any such consents or approvals. Notwithstanding the foregoing, this provision 1.5 shall not be applicable and shall have no force or effect to the extent that provision for the assignment and assumption of any one or more concessions, claim, contract, license, lease, commitment, sales order or purchase order is provided for in the Plan (as defined in section 7.1 hereof).

Consents to Assignment. (a) Anything in Notwithstanding any other provision herein, the Assets shall not include, and this Agreement to the contrary notwithstanding, this Agreement shall does not constitute an agreement by Seller to assign or transfer obtain an assignment of any contractContract, fee title, real property lease, authorizationequipment lease, license or right of way, easement, license, permit, approval or authorization constituting any portion of the Assets ("Assigned Instruments") or any claim, claim or right or any benefit arising thereunder or resulting therefrom, therefrom if an attempted assignment thereof at or transfer thereofprior to Closing would: (A) cause Seller either to be in violation of any licensing or other law, without or (B) be in violation of any prohibition on assignment or prohibition on change in control contained in any Assigned Instrument. In the consent of a third party thereto or event any Assigned Instrument cannot be assigned to Buyer at the Closing, Seller will, effective as of the issuing Governmental EntityEffective Date, and without adjustment to the Base Purchase Price, appoint the Buyer as agent with respect to any such Assigned Instrument, and the case Parties shall cooperate as otherwise may bebe necessary in any manner reasonably designed, would constitute a breach thereof and such consent has not been obtained. If such consent that: (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (bA) from and after the ClosingEffective Date, the Transferor Buyer will receive the revenues and other benefits from and pay the Transferee costs and expenses required to be paid under the Assigned Instrument (the "Beneficial Ownership Arrangement"); (B) Buyer will cooperate, in all indemnify and hold Seller harmless with respect to obligations arising under such Assigned Instruments from and after the Effective Date; and (C) Seller will use commercially reasonable respects, efforts for ninety (90) days from the Effective Date to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree consents with respect to any material undertakings in connection therewith, Assigned Instrument that requires consent to assignment (and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is consents have not been obtained prior to the Closing, then the Transferee ) and the Transferor Seller shall enter into pay all costs of seeking to obtain such arrangements (including subleasing consent or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement approval. Seller will be responsible for the benefit reasonable costs of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basiscomplying with this Section 2.2.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permitPermit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtainedthereof. If such consent (a "Deferred Consent") Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee Buyer would not receive, or the relevant Company would not continue to receive, receive all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") Item shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationPurchase Price, (b) from and after the Closing, the Transferor Sellers and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor Sellers and the Transferee Buyer will cooperate, in all reasonable respects, to provide to the Transferee or Buyer the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company Buyer entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee Buyer and the Transferor Sellers shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permitPermit, including enforcement for the benefit of the Transferee Buyer of all claims or rights arising thereunder, and the performance by the Transferee Buyer of the obligations thereunder on a prompt and punctual basis.

Consents to Assignment. (a) Anything in Any other provision of this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or otherwise sell, convey or transfer any concession, claim, contract, license, lease, authorizationcommitment, license sales order, or permitpurchase order, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a without,, obtaining any third party thereto consents required by law or of pursuant to the issuing Governmental Entity, as the case may beoperative document or agreement relating thereto, would constitute a breach thereof and such consent has not been obtainedor in any way adversely affect the rights of ACF or ARI thereunder. If such consent (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would adversely affect the ACF’s rights thereunder so that the Transferee ARI would not receive, or the relevant Company would not continue to receive, in fact receive all such rights, thenACF shall cooperate in any arrangement ARI may reasonably request in writing to provide for ARI the benefits under any such concession, in each such caseclaim, (a) the contract, license, lease, authorization, license commitment or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permitorder, including enforcement for the benefit of ARI of any and all rights of ACF against any other party thereto arising out of the Transferee breach or cancellation thereof by such party or otherwise; provided, however, that ACF shall be reimbursed by ARI for any out-of-pocket costs incurred after the Effective Date in connection with such cooperation; and any transfer or assignment of all claims any property, property right, contract or rights arising thereunderagreement which shall require the consent or approval of any other party, and the performance by the Transferee ARI’s assumption of the ACF’s obligations thereunder on in accordance with Section 1.1 hereof, shall be made subject to such consent or approval being obtained. In the event that ACF later obtains a prompt consent for any such concession, claim, contract, license, lease, commitment or order, ACF shall thereafter execute such documents and punctual basistake such action as may be necessary to effect the transfer thereof to ARI.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtainedthereof. If such consent (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee Buyer would not receive, or the relevant Company would not continue to receive, receive all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationPurchase Price, (b) from and after the Closing, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee Seller shall not be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to provide to the Transferee or Buyer the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company Buyer entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee Buyer and the Transferor Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee Buyer of all claims or rights arising thereunder, and the performance by the Transferee Buyer of the obligations thereunder on a prompt and punctual basis.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contractContract, Material Contract, lease, authorization, license or permitLegal Permit, or any claim, right or benefit arising thereunder or resulting therefromtherefrom or to undertake to make a Governmental Filing, if an attempted assignment or transfer thereofthereof or an undertaking to make a filing, without the consent consent, approval or acknowledgment of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and thereof. SCHEDULE 1.6(a) of the Disclosure Schedule sets forth a list of all Contracts, Material Contracts, leases, authorizations, licenses or Legal Permits to be transferred to the Buyer pursuant to the transactions contemplated by this Agreement (the "DEFERRED ITEMS") for which such consent a consent, approval, acknowledgment or filing (a "DEFERRED CONSENT") has not been obtained. If such consent (a "Deferred Consent") is not obtained, obtained or if for which an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee Buyer would not receivereceive all of the rights thereunder. The Parties hereto acknowledge and agree that, or the relevant Company would not continue subject to receiveSection 1.6(b) hereof, all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") Item shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basisPurchase Price.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding but subject to the proviso below, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtainedthereof. If such consent (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee Buyer would not receive, or the relevant Company would not continue to receive, receive all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationPurchase Price, (b) from and after the Closing, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee Seller shall not be required to make any material payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to provide to the Transferee or Buyer the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company Buyer entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee Buyer and the Transferor Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company Parties to the extent reasonably practicable the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee Buyer of all claims or rights arising thereunder, and the performance by the Transferee Buyer of the obligations thereunder on a prompt and punctual basis. Notwithstanding anything herein to the contrary, the assignment or transfer of the leases and other contracts set forth on Schedule 1.5(a) and Schedule 1.5(b) hereto, to the extent provided therein, shall be a condition to the Buyer's obligation to consummate the Closing.

Consents to Assignment. Notwithstanding anything to the contrary contained in this Agreement, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be an Acquired Asset is (a) Anything in this Agreement prohibited by any applicable Law or (b) would require any authorizations, approvals, consents or waivers from a Third Party or Governmental Entity and such authorizations, approvals, consents or waivers shall not have been obtained prior to the contrary notwithstandingClosing, then in either case the Closing shall proceed without the sale, assignment, transfer, conveyance or delivery of such asset and this Agreement shall not constitute an agreement for the sale, assignment, transfer, conveyance or delivery of such asset; provided, that nothing in this Section 1.04 shall be deemed to assign waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article V have not been satisfied. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or transfer delivery of any contractsuch asset, leasethen following the Closing, Seller shall use commercially reasonable efforts to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, license approval, consent or permitwaiver, (i) Seller will comply with the terms of, and will not amend, transfer, let lapse or any claimterminate, right or benefit arising thereunder or resulting therefromits rights with respect to the applicable asset without Buyer’s written consent, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtained. If to be unreasonably withheld, conditioned or delayed and (ii) the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such consent (a "Deferred Consent") is not obtainedasset, or if an attempted assignment or transfer thereof would be ineffective or would affect and to Seller the rights thereunder so that the Transferee would not receivebenefits, or the relevant Company would not continue to receiveincluding any indemnities, all such rights, thenthat, in each such case, (a) it would have obtained had the contract, lease, authorization, license or permit asset been conveyed to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale Buyer at the Closing. To the extent that Buyer is provided the benefits pursuant to this Agreement without Section 1.04 of any reduction in the ConsiderationContract, Buyer shall (bx) from and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement perform for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of other parties thereto the obligations of Seller or any affiliate of Seller thereunder on a prompt and punctual basis(y) satisfy any related Liabilities with respect to such Contract that, but for the lack of an authorization, approval, consent or waiver to assign such obligations or Liabilities to Buyer, would be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall promptly assign, transfer, convey and deliver such asset to Buyer at no additional cost to Buyer.

Consents to Assignment. (a) Anything in this Agreement Seller shall use reasonable efforts to obtain all necessary consents from Third Parties to assign the Assets prior to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer Closing (other than approvals of any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing relevant Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtained. If such consent (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so Authority that the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and are customarily obtained after the Closing), and Buyer {1914556;9} - 20 - shall assist Seller with those efforts; provided, however, Seller shall not be obligated to pay any consideration to (or incur any cost or expense for the Transferor and benefit of) the Transferee will cooperate, holder of the consent in all reasonable respects, order to obtain such Deferred Consent as soon as practicable after a waiver or consent. To the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that extent any such Deferred Consent is consents are not obtained prior to Closing and an express provision of the Closingdocument providing for the consent would render the assignment of some or all of the Assets void or voidable, give rise to a claim for specified liquidated damages or cause the termination of the Lease or other Asset to be assigned as a result of the failure to obtain that consent (collectively, “Required Consents”), then at Closing Seller shall retain the Transferee affected Asset and all associated Assets and the Transferor Unadjusted Purchase Price shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to be reduced by the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit Allocated Value of the Transferee affected Asset and all associated Assets. If a Required Consent that was not obtained prior to Closing is obtained on or before six (6) months after the Closing Date, Seller shall promptly convey the affected Asset and all associated Assets to Buyer effective as of all claims or rights arising thereunderthe Effective Time, and Buyer shall contemporaneously with the performance by receipt of such conveyance, pay Seller the Transferee Allocated Value of the obligations thereunder on a prompt affected Asset and punctual basisall associated Assets, subject to Purchase Price Adjustments as set forth herein. In all other cases, such unobtained consents shall not constitute Title Defects.

Consents to Assignment. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign or transfer (or an assignment or transfer of) any contractasset, agreement, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof or default thereunder, would reasonably be expected to result in a violation of the rights of any such third party, would be ineffective, or would in any way adversely affect the rights of Seller (or any Affiliate thereof) or Buyer thereunder and such consent has is not been obtained. If obtained at or prior to the Closing (each such consent (consent, a "“Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect ” except as provided in the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue last sentence of this Section 1.4). With respect to receive, all such rights, then, in each such caseDeferred Consent, (ai) the contractasset, agreement, lease, authorization, license or permit to which such Deferred Consent relates (a "“Deferred Item"”) shall be withheld from the sale pursuant to this Agreement without any reduction in the ConsiderationPurchase Price, (bii) from and after the Closing, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (ciii) until such Deferred Consent is obtained, the Transferor Seller and the Transferee will Buyer shall cooperate, in all reasonable respects, in any lawful and commercially reasonable arrangement proposed by Buyer under which (A) Buyer would obtain (without infringing upon the legal rights of any third party) the economic claims, rights and benefits, (B) Buyer would assume any related economic burden (including Taxes) with respect to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates and (with C) at the Transferee or relevant Company entitled to all the profitsrequest of Buyer, Seller will, on behalf of Buyer, enforce its rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that under any such Deferred Consent is not obtained prior Item provided that Buyer pays all reasonable out-of-pocket expenses incurred by Seller in connection with such enforcement. For purposes of this Agreement, “Affiliate” shall have the meaning assigned to it in Rule 12b-2 under the ClosingSecurities Exchange Act of 1934, then as amended. For the Transferee and avoidance of doubt, neither the Transferor Required Consents nor the expiration or termination of the waiting period under the Xxxx-Xxxxx Xxxxxx Act or foreign antitrust or trade regulation laws listed in Schedule 5.1(e) shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such constitute a Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit purposes of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basisthis Section 1.4.

Consents to Assignment. (a) Anything in this Agreement At the Closing, Sellers are delivering to Buyer consents to the contrary notwithstandingassignment by Sellers to Buyer of the Sterx Xxxtract and the Skystar Contract. As of the Closing, this Agreement shall no consents have yet been obtained with respect to the assignment to Buyer of any of the other Contracts, and Sellers represent that no such consents are required other than for assignment of the Kings Contract and Stanford Contract. Nonetheless, to the extent that any such Contract is not constitute an agreement to assign capable of being sold, assigned, transferred, conveyed or transfer delivered without the consent, release or waiver of any contract, lease, authorization, license or permitthird person (including any Governmental Entity), or any claimif such sale, right assignment, transfer, conveyance or benefit arising thereunder delivery or resulting therefromattempted sale, if an attempted assignment assignment, transfer, conveyance or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, delivery would constitute a breach thereof or a violation of any law or regulation, this Agreement and such consent has any assignment executed pursuant hereto shall not been obtained. If such consent (constitute a "Deferred Consent") is not obtainedsale, assignment, transfer, conveyance or if delivery or an attempted sale, assignment, transfer, conveyance or delivery thereof; rather, in such cases, this Agreement and any assignment or transfer thereof would be ineffective or would affect executed pursuant hereto, to the rights thereunder so that the Transferee would not receiveextent permitted by law, or the relevant Company would not continue shall constitute an equitable assignment by Sellers to receive, Buyer of all such of Sellers' rights, thenbenefits, title and interest in each and to such caseContract, (a) the contractand where necessary or appropriate, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") Buyer shall be withheld from sale deemed to be Sellers' agent for the purpose of completing, fulfilling and discharging all of Sellers' rights and liabilities arising after the Closing Date thereunder. Sellers shall use their best efforts to provide Buyer with the financial and business benefits of any such Contract (including, without limitation, permitting Buyer to enforce any rights of Sellers arising thereunder), and Buyer shall, to the extent Buyer is provided with the benefits thereof, assume and perform and in due course pay and discharge all debts, obligations and liabilities of Sellers thereunder to the extent that Buyer was to assume those obligations pursuant to this Agreement without any reduction in the Consideration, (b) from terms hereof. Sellers and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, Buyer together shall use their best efforts to obtain such Deferred Consent as soon as practicable after any third party consents necessary for the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that assignment of any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basisContract.

Consents to Assignment. (a) Anything in this Agreement to If any of the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, Purchased Assets or any claim, right or benefit arising thereunder (collectively, the "Rights") is not by its terms assignable or resulting therefromtransferable or is not assignable or transferable without the consent, if an attempted approval or waiver of any person who is not a party hereto and such consent, approval or waiver has not been obtained at or prior to the Time of Closing, or the assignment or transfer thereofthereof to a Purchaser would constitute a breach of any Contract, without law, statute, ordinance, regulation, rule, judgment, decree or order, then the consent of a third party thereto Vendor shall hold such Purchased Assets or of the issuing Governmental EntityRights, as the case may be, and all benefits derived thereunder and therefrom in trust for the Purchaser. The Vendor shall continue to use its commercially reasonable efforts to obtain, where possible, as the Purchasers may direct, acting reasonably, any necessary consents, approvals or waivers to the assignment or transfer of the Purchased Assets or Rights, as the case may be, to the Purchasers following the Time of Closing. Until such consent, approval or waiver has been obtained or if it cannot be obtained, and provided that the Vendor is satisfied, acting reasonably, that doing so would not constitute a breach thereof and such consent has not been obtained. If such consent (a "Deferred Consent") is not obtainedof any Contract, law, statute, ordinance, regulation, rule, judgment, decree or if an attempted assignment or transfer thereof would be ineffective or would affect order, the rights thereunder so that the Transferee would not receive, or the relevant Company would not Vendor shall continue to receivemaintain the existence of the Purchased Assets or Rights, all such rightsas the case may be, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (comply with the Transferee or relevant Company entitled to all terms and provisions of the profitsRights, rights as agent for the Purchasers at the Purchasers' expense and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of Purchasers, take all claims such actions and do or rights arising thereundercause to be done all such things as the Purchasers may reasonably direct, at the Purchasers' expense, in order to preserve such Purchased Assets or Rights, as the case may be, and provide the performance by benefits thereof to the Transferee Purchasers, including collecting and paying promptly to the Purchasers all monies payable under or in respect of such Purchased Assets or Rights, as the case may be, and enforcing at the request and expense of the obligations thereunder on a prompt and punctual basisPurchasers, or terminating at the direction of the Purchasers, any such Rights.

Consents to Assignment. (a) Anything in Any other provision of this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or otherwise sell, convey or transfer any concession, claim, contract, license, lease, authorizationcommitment, license sales order, or permitpurchase order, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto required or of the issuing Governmental Entity, as the case may benecessary for such assignment, would constitute a breach thereof and such consent has not been obtainedor in any way adversely affect the rights of the Purchaser or the Seller thereunder. If such consent (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would adversely affect the Seller's rights thereunder so that the Transferee Purchaser would not receive, or the relevant Company would not continue to receive, in fact receive all such rights, thenthe Seller shall cooperate in any arrangement the Purchaser may at its option reasonably request in writing to provide for the Purchaser the benefits under any such concession, in each such caseclaim, (a) the contract, license, lease, authorization, license commitment or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permitorder, including enforcement for the benefit of the Transferee Purchaser of any and all claims rights of the Seller with respect to the Commercial Business against any other party thereto arising out of the breach or rights arising thereundercancellation thereof by such party or otherwise; provided, however, that nothing contained in this Section 1.5 shall relieve the Seller of any obligation provided for elsewhere in this Agreement to obtain any such consent or approval or shall affect the liability, if any, of the Seller, and the performance by the Transferee rights, if any, of the obligations thereunder on a prompt Purchaser, pursuant to this Agreement, for the failure of the Seller to have disclosed the need for, and punctual basisfor having failed to obtain, any such consents or approvals.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtainedthereof. If such consent (a "Deferred Consent") Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee Buyer would not receive, or the relevant Company would not continue to receive, receive all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") Item shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationPurchase Price, (b) from and after the Closing, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee Seller shall not be required to make any payments to any counterparty to a Contract or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to provide to the Transferee or Buyer the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company Buyer entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities Liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee Buyer and the Transferor Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee Buyer of all claims or rights arising thereunder, and the performance by the Transferee Buyer of the obligations thereunder on a prompt and punctual basis.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contractagreement, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and or default thereof, would result in a violation of the rights of any such consent has not been obtainedthird party, would be ineffective, or would in any way adversely affect the rights of an Asset Seller, an Acquired Company or Buyer thereunder. If such consent (a "“Deferred Consent"”) is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, in each such case, then (a) the contractagreement, lease, authorization, license or permit to which such Deferred Consent relates (each, a "“Deferred Item"” and any such deferred agreement or lease, a “Deferred Contract”) shall not be withheld from sale assigned or transferred pursuant to this Agreement without any Agreement, and there shall be no reduction in the ConsiderationPurchase Price as a result thereof, (b) from and after the Closing, GB Ltd. shall, and shall cause the Transferor and the Transferee will cooperateSellers to, cooperate with Buyer, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee no Seller or Buyer shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, GB Ltd. shall, and shall cause the Transferor Sellers to, and the Transferee will Buyer shall cooperate, in all reasonable respects, to provide to in any lawful and commercially reasonable arrangement reasonably proposed by Buyer under which (i) Buyer would obtain, without violating law, the Transferee economic claims, rights and benefits, net of the amount of any related Tax costs and any other liabilities or obligations imposed on the relevant Company all benefits Sellers or any of their Affiliates, under the Deferred Item and (ii) to which the extent Buyer obtains all of such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profitseconomic claims, rights and gains benefits, Buyer would assume any related economic burden, including the amount of any related Tax costs and responsible for all any other liabilities or obligations imposed on the lossesSellers or any of their Affiliates, Taxes, liabilities and/or obligations thereunder)with respect to the Deferred Item. In particular, in If the event that other party(ies) to any such Deferred Consent is not obtained prior Contract in question subsequently consents to the Closingassignment of such Deferred Contract to Buyer (or one of its Affiliates) (without any modifications thereto which are adverse to Buyer or such Affiliate unless agreed to in writing by Buyer), then at such time such Deferred Contract will be deemed an Acquired Asset hereunder and Buyer (or such Affiliate) will agree to assume and perform all Liabilities described in Section 2.1(d) with respect to such Deferred Contract arising after the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide Closing to the Transferee or relevant Company extent Buyer was receiving the economic and operational equivalent of obtaining benefits under such Deferred Consent and assigning or transferring Contract and, if not, after the date of such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basisconsent.

Consents to Assignment. (a) Anything in Any other provision of this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or otherwise sell, convey or transfer any concession, claim, contract, license, lease, authorizationcommitment, license sales order, or permitpurchase order, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer assign ment thereof, without the consent of a third party thereto required or of the issuing Governmental Entity, as the case may benecessary for such assignment, would constitute a breach thereof and such consent has not been obtainedor in any way adversely affect the rights of the Purchaser or the Seller thereunder. If such consent (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would adversely affect the Seller's rights thereunder so that the Transferee Purchaser would not receive, or the relevant Company would not continue to receive, in fact receive all such rights, thenthe Seller shall cooperate in any arrangement the Purchaser may at its option reasonably request in writing to provide for the Purchaser the benefits under any such concession, in each such caseclaim, (a) the contract, license, lease, authorization, license commitment or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permitorder, including enforcement for the benefit of the Transferee Purchaser of any and all claims rights of the Seller with respect to the Sm*rt Practice Business against any other party thereto arising out of the breach or rights arising thereundercancellation thereof by such party or otherwise; provided, however, that nothing contained in this Section 1.5 shall relieve the Seller, or constitute a waiver by the Purchaser, of any obligation of the Seller provided for elsewhere in this Agreement to obtain any such consent or approval or shall affect the liability, if any, of the Seller, and the performance by the Transferee rights, if any, of the obligations thereunder on a prompt Purchaser, pursuant to this Agreement, for the failure of the Seller to have disclosed the need for, and punctual basisfor having failed to obtain, any such consents or approvals.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contractasset, agreement, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental EntityEntity (as defined in Section 2.4(b)), as the case may be, would constitute a breach thereof and or default thereof, would result in a violation of the rights of any such consent has not been obtainedthird party, would be ineffective, or would in any way adversely affect the rights of PKI or Buyer thereunder. If such consent (a "“Deferred Consent"”) is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, in each such case, then (a) the contractasset, agreement, lease, authorization, license or permit to which such Deferred Consent relates (a "“Deferred Item"”) shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationPurchase Price, (b) from and after the Closing, the Transferor Sellers and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee (i) no Party shall be required to make any material payments or agree to any material undertakings in connection therewiththerewith and (ii) if the Parties agree to make any payments (whether or not material) to a third party to obtain a Deferred Consent, all such payments that are made shall be paid one half (1/2) by the Buyer and one half (1/2) by PKI, and (c) until such Deferred Consent is obtained, the Transferor Sellers and the Transferee will Buyer shall cooperate, in all reasonable respects, to provide to in any lawful and commercially reasonable arrangement reasonably proposed by the Transferee Buyer under which (i) the Buyer would obtain (without infringing upon the legal rights of any third party) the economic claims, rights and benefits (net of the amount of any related Tax costs and any other liabilities or obligations imposed on the relevant Company all benefits Sellers or any of their Affiliates under the Deferred Item to which such Deferred Consent relates Item) and (ii) the Buyer would assume any related economic burden (including the amount of any related Tax costs and any other liabilities or obligations imposed on the Sellers or any of their Affiliates) with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior respect to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basisItem.

Consents to Assignment. Nothing in this Agreement nor the consummation of the Transaction shall be construed as an attempt or agreement to (a) Anything assign any Acquired Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without obtaining a Consent or is cancelable by a Third Party in this Agreement the event of an assignment (a “Non-Assignable Asset”) or (b) assume any Assumed Liability related to the contrary notwithstandingany such Non-Assignable Asset (“Non-Assumable Liability”), this Agreement unless and until such Consent shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not have been obtained. In the case of any Acquired Asset that is a Non-Assignable Asset due to the requisite Consent not having been obtained as of the Closing, Seller shall use commercially reasonable efforts to obtain such Consent within 30 days after Closing. Seller and Shareholder shall remain liable for, and Buyer shall not assume, any Non-Assumable Liability until such Consent shall have been obtained. Seller agree to cooperate in good faith with Buyer to enter into any reasonable arrangement designed to provide Buyer with the benefit (at no cost to Buyer) of such Non-Assignable Asset, including the enforcement for the benefit and at the expense of Buyer of any rights previously enjoyed by Seller in connection with such Non-Assignable Asset. If such consent (a "Deferred Consent") an arrangement is not obtainedprovided to Buyer, or if an attempted assignment or transfer thereof would be ineffective or would affect Buyer shall assume the rights thereunder so that applicable Non-Assumable Liability related to such Non-Assignable Asset. If the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred requisite Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and is obtained after the Closing, the Transferor applicable Non-Assignable Asset shall thereafter be deemed an Acquired Asset and the Transferee will cooperaterelated Non-Assumable Liability shall thereafter be deemed an Assumed Liability and to have been automatically assigned, assumed, and/or transferred to or by Buyer on the same terms set forth in all reasonable respectsthis Agreement for the other Acquired Assets and Assumed Liabilities assigned, to obtain such Deferred Consent as soon as practicable after assumed and/or transferred at the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basis.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, except as otherwise provided in any applicable Local Transfer Agreement, this Agreement shall not constitute an agreement to assign or transfer any contractasset, agreement, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental EntityEntity (as defined in Section 2.4(c)), as the case may be, would constitute a breach thereof or default thereof, would result in a violation of the rights of any such third party, would be ineffective, would give rise to a termination or cancellation right of such third party, or would in any way adversely affect the rights of PKI or Buyer thereunder, in each case unless and until such consent has not been obtained. Buyer agrees that PKI and the Sellers shall have no liability whatsoever to Buyer arising out of or relating to the failure to obtain any such consent or because of any circumstances resulting therefrom, subject to compliance with this Agreement and the Ancillary Documents. If such consent (a "“Deferred Consent"”) is not obtained, obtained at or if an attempted assignment or transfer thereof would be ineffective or would affect prior to the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue to receive, all such rightsClosing, then, in each such casesubject to the last sentence of this section, (a) the contractClosing shall nonetheless take place on the terms set forth herein and the asset, agreement, lease, authorization, license or permit to which such Deferred Consent relates (a "“Deferred Item"”) shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from Purchase Price. From and after the ClosingClosing until the earliest of (x) receipt of the Deferred Consent, (y) the Transferor termination or expiration of the applicable Deferred Item or (z) the twelve (12) month anniversary of the Closing Date, (a) PKI and the Transferee will cooperate, in all Sellers shall use reasonable respects, best efforts to obtain (and, if requested by PKI, Buyer shall reasonably cooperate with PKI in obtaining) such Deferred Consent as soon as practicable after the Closing, Closing provided that neither the Transferor nor the Transferee no Seller shall be required to make any payments or agree to any material undertakings in connection therewith, and (cb) until such Deferred Consent is obtained, the Transferor Sellers and Buyer shall, and shall cause their respective Affiliates to, cooperate in entering into any lawful alternative arrangement with such third parties under which (i) Buyer (or the Transferee will cooperateintended transferee of such Deferred Item as designated by Buyer) would obtain (without infringing upon the legal rights of any third party) the economic claims, in all reasonable respects, to provide rights and benefits and (ii) Buyer (or the intended transferee of such Deferred Item as designated by Buyer) would assume any related economic burden (including the amount of any related Tax costs and any other liabilities or obligations imposed on the Sellers or any of their Affiliates) with respect to the Transferee Deferred Item. Following the receipt of each Deferred Consent, PKI shall (or the relevant Company all benefits under shall cause its applicable Affiliate to) promptly transfer the Deferred Item related to which such Deferred Consent relates to the intended transferee (with as designated by Buyer) of such Deferred Item at no additional cost to Buyer or such intended transferee. For purposes of this Agreement, the Transferee or relevant Company entitled term “Affiliate” shall have the meaning assigned to all it in Rule 12b-2 of the profitsSecurities Exchange Act of 1934; provided, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, that in the event that any such Deferred Consent is not obtained prior to the Closingcase of Buyer, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent except for purposes of obtaining such Deferred Consent and assigning or transferring such contract4.1(a), lease4.1(d), authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder6.3, and 9.20, the performance by term “Affiliate” shall not at any time include any investment fund or investment vehicle affiliated with, or managed or advised by, New Mountain Capital, L.L.C. (“New Mountain”), or any portfolio company (as such term is commonly understood in the Transferee private equity industry) of New Mountain or its Affiliates; provided, further that in the obligations thereunder on case of PKI, the term Affiliate shall include only PKI’s controlled affiliates. For the avoidance of doubt, except as provided in Section 8.5(f), nothing in this agreement shall permit the delayed Closing of any transfer of Acquired Assets or Equity Interests broadly in a prompt and punctual basislocal jurisdiction or jurisdictions without the prior written consent of Buyer.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permitPermit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtainedthereof. If such consent (a "Deferred Consent") Consent is not obtainedobtained prior to the Closing, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee Buyer would not receive, or the relevant Company would not continue to receive, receive all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") Item shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationPurchase Price, (b) from and after the Closing, the Transferor Sellers and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee Closing (at which time such Deferred Item shall be required assigned to make any payments or agree to any material undertakings in connection therewiththe Buyer for no additional Purchase Price), and (c) until such Deferred Consent is obtainedobtained and such assignment is made, the Transferor Sellers and the Transferee Buyer will cooperate, in all reasonable respects, to provide to the Transferee or Buyer the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company Buyer entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee Buyer and the Transferor Sellers, as applicable, shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee Buyer of all claims or rights arising thereunder, and the performance by the Transferee Buyer of the obligations thereunder on a prompt and punctual basis.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contractasset, agreement, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing or other applicable Governmental EntityEntity (as defined in Section 2.4(b)), as the case may be, would constitute a breach thereof and or default thereof, would result in a violation of the rights of any such consent has not been obtainedthird party, would be ineffective, or would in any way adversely affect the rights of Xxxxxx or the Buyers thereunder. If such consent (each, a "“Deferred Consent"” and collectively, the “Deferred Consents”) is not obtainedobtained prior to the Closing, or if an attempted assignment or transfer thereof would be ineffective or would affect and the rights thereunder so that Buyers do not elect to terminate this Agreement pursuant to Section 7.1(b) for a failure of the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, condition set forth in each such case, Section 5.1(a) then (a) the contractasset, agreement, lease, authorization, license or permit to which such Deferred Consent relates (each, a "“Deferred Item"” and, collectively, the “Deferred Items”) shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationPurchase Price, (b) from and after the Closing, the Transferor Xxxxxx and the Transferee Buyers will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee Xxxxxx shall not be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor Xxxxxx and the Transferee will Buyers shall cooperate, in all reasonable respects, to provide to in any lawful and commercially reasonable arrangement reasonably proposed by the Transferee Buyers under which (i) the Buyers would obtain (without infringing upon the legal rights of any third party) the economic claims, rights and benefits (net of the amount of any related Tax costs and any other liabilities or the relevant Company all benefits obligations imposed on Xxxxxx or any of its Affiliates under the Deferred Item to which such Deferred Consent relates Item) and (ii) the Buyers would assume any related economic burden (including the amount of any related Tax costs and any other liabilities or obligations imposed on Xxxxxx or any of their Affiliates) with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior respect to the ClosingDeferred Item. For purposes of this Agreement, then the Transferee and term “Affiliate” shall have the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) meaning assigned to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit it in Rule 12b-2 of the Transferee Securities Exchange Act of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basis1934.

Consents to Assignment. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtainedthereof. If such consent (a "Deferred Consent") Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee Buyer would not receive, or the relevant Company would not continue to receive, receive all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") Item shall be withheld from sale pursuant to this Agreement without any reduction in the ConsiderationClosing Payment, (b) from and after the Closing, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee Seller shall not be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor Seller and the Transferee Buyer will cooperate, in all reasonable respects, to provide to the Transferee or Buyer the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company Buyer entitled to all the profitsgains, rights revenues, income and gains benefits and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee Buyer and the Transferor Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee Buyer of all claims or rights arising thereunder, and the performance by the Transferee Buyer of the obligations thereunder on a prompt and punctual basis. This Section 1.6 shall not apply in the case of any Government Contract, Seller Real Estate Lease, any license agreement between the Seller and Open Scan Technologies, Inc., or any other agreement related to the Business Intellectual Property except for the agreements and licenses listed on Schedule 5.1(f)(ii) or unless otherwise designated in writing by the Buyer. Notwithstanding the foregoing, nothing in this Section 1.6 shall require the Buyer to waive any of the conditions to Closing set forth in Section 5.1(f).