Common use of Consents to Assignment Clause in Contracts

Consents to Assignment. Notwithstanding anything to the contrary contained in this Agreement or any Other Transaction Document, to the extent that the Transfer to Purchaser of any asset that would be an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any Governmental Entity or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the Transfer of such asset, claim, right or benefit unless such failure causes a failure of any of the conditions to Closing set forth in Article IX, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof (in such Parties’ sole discretion). In the event that the Closing proceeds without the Transfer of any such asset, claim, right or benefit, then (i) such asset, claim, right or benefit shall to the extent permitted under applicable Law, except in the case of any Account that is prohibited from being Transferred, be regarded as an Acquired Asset for purposes of determining the Closing Net Funds Employed and (ii) for a period of eighteen (18) months following the Closing, the Sellers shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, Sellers and Purchaser shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at the Closing. Once authorization, approval, consent or waiver for the Transfer of any such asset, claim, right or benefit not Transferred at the Closing is obtained, Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and to the extent such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing). To the extent that any such asset, claim, right or benefit cannot be Transferred or the full benefits of use of any such asset, claim, right or benefit cannot be provided to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of its Affiliates in connection with its use of any asset, claim, right or benefit in connection with the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to terminate any contract to be Transferred hereunder that is prohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under the terms of such contract in connection with the exercise of such option to terminate.

Consents to Assignment. Notwithstanding anything to the contrary contained in this Agreement or any Other Transaction Document, to To the extent that the Transfer assignment hereunder by the Seller Parties to Purchaser of the rights under any asset that would be an Acquired Asset Contract or Permit is not permitted or is not permitted without the consent of any other party to the Contract or grantor of the Permit, or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any Governmental Entity or third party authorizationsregulatory authority, approvals, consents or waivers, and such authorizations, approvals, consents or waivers this Agreement shall not have been obtained prior be deemed to the Closing, the Closing shall proceed without the Transfer of such asset, claim, right or benefit unless such failure causes a failure of any of the conditions to Closing set forth in Article IX, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof (in such Parties’ sole discretion). In the event that the Closing proceeds without the Transfer constitute an assignment of any such assetContract or Permit if such consent is not given or if such assignment otherwise would constitute a breach of, claimor cause a loss of contractual benefits or permitted rights under, right any such Contract or benefitPermit, then (i) and Purchaser shall assume no obligations or liabilities thereunder. Any of the Seller Parties shall advise Purchaser promptly in writing with respect to any Contract or Permit which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting the Seller Parties’ obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts, Permits, and other Assets to Purchaser hereunder, if any such assetconsent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, claimthe Seller Parties shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, right or benefit shall subject to the extent permitted obligations, under applicable Lawthe Contract or Permit, except as the case may be, including enforcement for the benefit of Purchaser of any and all rights of the Seller Parties against any other person arising out of breach or cancellation by such other person in the case of any Account that is prohibited from being Transferreda Contract, be regarded and, if requested by Purchaser, the Seller Parties shall act as an Acquired Asset for purposes agent on behalf of determining the Closing Net Funds Employed and (ii) for a period of eighteen (18) months following the Closing, the Sellers shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents Purchaser or waivers. Pending such authorization, approval, consent or waiver, Sellers and as Purchaser shall cooperate with otherwise reasonably require, in each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser case at the Closing. Once authorization, approval, consent or waiver for the Transfer of any such asset, claim, right or benefit not Transferred at the Closing is obtained, Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and to the extent such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing). To the extent that any such asset, claim, right or benefit cannot be Transferred or the full benefits of use of any such asset, claim, right or benefit cannot be provided to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of its Affiliates in connection with its use of any asset, claim, right or benefit in connection with the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to terminate any contract to be Transferred hereunder that is prohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under the terms of such contract in connection with the exercise of such option to terminateSeller Parties’ cost.

Consents to Assignment. Notwithstanding anything to the contrary contained in this Agreement or any Other Transaction Document, to the extent that the Transfer to Purchaser of any asset that would be an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any Governmental Entity or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the Transfer of such asset, claim, right or benefit unless such failure causes a failure of any of the conditions to Closing set forth in Article IX, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof (in such Parties’ sole discretion). In the event that the Closing proceeds without the Transfer of any such asset, claim, right or benefit, then (i) such asset, claim, right or benefit shall to the extent permitted under applicable Law, except in the case of any Account that is prohibited from being Transferred, be regarded as an Acquired Asset for purposes of determining the Closing Net Funds Employed and (ii) for a period of eighteen (18) months following the Closing, the Sellers shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, Sellers and Purchaser shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at the Closing. Once authorization, approval, consent or waiver for the Transfer of any such asset, claim, right or benefit not Transferred at the Closing is obtained, Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and to the extent such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing). To the extent that any such assetContract, claimBroadcast Agreement, right Trade Agreement, Real Estate Contract or benefit canother contract identified in the Disclosure Schedule that is to be assigned under this Agreement is not be Transferred capable of being sold, assigned, transferred, delivered or subleased without the full benefits of use waiver or consent of any third person withholding same (including a government or governmental unit), or if such assetsale, claimassignment, right transfer, delivery or benefit cansublease or attempted sale, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not be provided 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 at or prior to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide Date to the Parties the economic (taking into account Tax costs transfer and benefits) assignment to Buyer of such contracts, Buyer may in its sole discretion elect to have this Agreement and operational equivalentany assignments executed pursuant hereto, to the extent permittedpermitted by law, constitute an equitable assignment by Seller to Buyer of obtaining all of Seller's rights, benefits, title and interest in and to such authorizationcontracts, approvaland where necessary or appropriate, consent or waiver Buyer shall 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 performance by Purchaser Closing Date under such contracts. Seller shall 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 extent Buyer is provided with the benefits of such contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such contracts. The Parties recognize, however, that the FCC licenses to be assigned under this Agreement may not be assigned without the prior approval of the obligations thereunderFCC and will not attempt to effectuate such an assignment without the FCC's prior approval. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of its Affiliates in connection with its use of any asset, claim, right or benefit in connection with the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to terminate any contract to be Transferred hereunder that is prohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under the terms of such contract in connection with the exercise of such option to terminate.6.8

Consents to Assignment. Notwithstanding anything Promptly after the Execution Date, Sellers shall prepare and send notices to the contrary contained in this Agreement holders of any required consents, approvals and authorizations (other than Customary Consents) that are set forth on Schedule 4.12 requesting the consent or any Other Transaction Document, approval to the extent transactions contemplated by this Agreement. Sellers and Purchaser shall cooperate and use commercially reasonable efforts to cause such consents, approvals and authorizations (other than Customary Consents) that the Transfer are set forth on Schedule 4.12 to Purchaser of any asset be obtained and delivered prior to Closing, provided that would be an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any Governmental Entity or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers Sellers shall not have been obtained prior be required to make payments or undertake obligations to obtain the Closingrequired consents, the Closing shall proceed without the Transfer of such asset, claim, right approvals or benefit unless such failure causes a failure of any of the conditions to Closing set forth in Article IX, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof (in such Parties’ sole discretion)authorizations. In the event that any Required Consent is not waived, obtained, complied with or otherwise satisfied prior to the Closing proceeds without Date, then in no event shall there be transferred at Closing any Asset for which a Required Consent has not been satisfied, obtained or waived. In cases in which the Transfer Asset subject to a Required Consent is a Contract and Purchaser is assigned the Lease(s) to which the Contract relates, but the Contract is not transferred to Purchaser due to any such Required Consent, (a) Sellers and Purchaser shall continue after Closing to use commercially reasonable efforts to obtain such Required Consent (provided that no Seller shall be required to make payments or undertake obligations to obtain the Required Consent) so that such Contract can be transferred to Purchaser upon receipt of the Required Consent, (b) the Contract shall be held by Sellers for the benefit of Purchaser, (c) Purchaser shall pay all amounts due thereunder, and (d) Purchaser shall be responsible for the performance of any obligations under such assetContract to the extent that Purchaser has been transferred the Assets necessary to perform under such Contract until such Required Consent is obtained. In cases in which the Asset subject to any Required Consent is an Oil and Gas Property and the Required Consent to the transfer of such Oil and Gas Property is not obtained by Closing, claimPurchaser may elect to treat the unsatisfied Required Consent as a Title Defect and receive the appropriate adjustment, right or benefitif any, to the Unadjusted Purchase Price under Section 2.4 by giving Sellers written notice thereof in accordance with Section 3.2(a), except that such notice may be given up to the Closing Date. If an unsatisfied Required Consent with respect to which an adjustment to the Unadjusted Purchase Price is made under Section 3.2 is subsequently satisfied prior to the date of the final adjustment to the Unadjusted Purchase Price under Section 8.4(b), then (i) such asset, claim, right or benefit Sellers shall to be reimbursed in that final adjustment for the extent permitted under applicable Law, except in the case amount of any Account that is prohibited previous deduction from being Transferredthe Unadjusted Purchase Price, be regarded as an Acquired Asset for purposes of determining the Closing Net Funds Employed and (ii) for a period the Lease, if not previously transferred to Purchaser, shall be transferred, (iii) the provisions of eighteen (18) months following the Closing, the Sellers this Section 3.3 shall use their reasonable best efforts, and cooperate no longer apply to such Required Consent. If an unsatisfied Required Consent with each other, respect to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, Sellers and Purchaser shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at the Closing. Once authorization, approval, consent or waiver for the Transfer of any such asset, claim, right or benefit not Transferred at the Closing is obtained, Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and which an adjustment to the extent such asset Unadjusted Purchase Price is an Accountmade under Section 3.2, Purchaser shall thereupon pay is not satisfied prior to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at date of the Closingfinal adjustment to the Unadjusted Purchase Price under Section 8.4(b). To the extent that any such asset, claim, right or benefit cannot be Transferred or the full benefits of use of any such asset, claim, right or benefit cannot be provided to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser such Oil and Sellers Gas Property shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of its Affiliates in connection with its use of any asset, claim, right or benefit in connection with the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to terminate any contract be deemed to be Transferred hereunder that is prohibited (A) deleted from being TransferredExhibit A attached hereto, and has not been Transferred, hereunder (B) added to Purchaser Schedule 1.1 attached hereto and (yC) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and an Excluded Property for all early termination expenses due under the terms of such contract in connection with the exercise of such option to terminatepurposes hereunder.

Consents to Assignment. Notwithstanding anything This Agreement does not constitute an agreement to the contrary contained in this Agreement assign a particular asset, right-of-way, easement, contract, agreement, Permit or any Other Transaction Document, to the extent that the Transfer to Purchaser of any asset that would be an Acquired Asset Environmental Permit constituting TXU Gas Merger Assets or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any Governmental Entity or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the Transfer of such asset, claim, right or benefit unless such failure causes a failure of any of the conditions to Closing set forth in Article IX, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof (in such Parties’ sole discretion). In the event that the Closing proceeds without the Transfer of any such asset, claim, right or benefit, then (i) such asset, claim, right or benefit shall to the extent permitted under applicable Lawtherefrom, except in the case of any Account that is prohibited from being Transferred, be regarded as an Acquired Asset for purposes of determining the Closing Net Funds Employed represented and (ii) for a period of eighteen (18) months following the Closing, the Sellers shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, Sellers and Purchaser shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at the Closing. Once authorization, approval, consent or waiver for the Transfer of any such asset, claim, right or benefit not Transferred at the Closing is obtained, Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and to the extent such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing)warranted herein. To the extent that the Closing of the Merger would cause TXU Gas to be in violation of a licensing or other law or of any prohibition on assignment of that particular TXU Gas Merger Asset (herein called a "Transfer Requirement"), which is represented and warranted herein to be required or as to which no such assetrepresentation or warranty is required herein, claimTXU Gas and LSG will use Reasonable Efforts to obtain before Closing all consents, waivers, authorizations and approvals that may be asserted by any Person to be required to permit the Closing of the Merger or the allocation of the TXU Gas Merger Assets, or any claim or right or benefit cannot arising thereunder or resulting therefrom, without violating such Transfer Requirement. Nevertheless, if despite such Reasonable Efforts, TXU Gas is unable to satisfy such Transfer Requirement asserted by any Person to be Transferred applicable to the Closing of the Merger or necessary for the full benefits of use allocation of any such assetTXU Gas Merger Asset, claim, or any claim or right or benefit cannot be provided arising thereunder or resulting therefrom by Closing then: (a) from and after the Closing, TXU Gas will deliver to Purchaser following LSG the Closing pursuant to this Section 2.6revenues and other benefits from, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide to pay the Parties the economic (taking into account Tax costs and benefitsexpenses required to be paid with respect to, such TXU Gas Merger Asset, (b) and operational equivalent, LSG will reimburse TXU Gas for or discharge TXU Gas' obligations to the extent permittedthey are TXU Gas Merger Liabilities with respect to such TXU Gas Merger Asset, (c) upon LSG's written request, TXU Gas will enforce for the benefit of obtaining such authorizationLSG at LSG's sole cost and expense, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of its Affiliates in connection with its use of any asset, claim, right or benefit in connection with the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to terminate any contract to be Transferred hereunder that is prohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under rights of TXU Gas against a third party with respect to such TXU Gas Merger Asset, and (d) LSG will indemnify and hold TXU Gas harmless with respect to any TXU Gas Merger Liabilities arising with respect to such TXU Gas Merger Asset, except to the terms extent resulting from TXU Gas' gross negligence, willful misconduct or breach of such contract this Agreement. Nothing in connection with the exercise of such option this Section 3.07 is intended to terminatesatisfy any closing condition in Section 8.01.

Consents to Assignment. Notwithstanding anything any provision of this Agreement to the contrary contained in contrary, this Agreement shall not constitute an agreement to assign any Contract or any Other Transaction Document, to Authorization included in the extent that the Transfer to Purchaser of any asset that would be an Acquired Asset Assets or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a party thereto, would constitute a Default thereof or in any way adversely affect the rights of the Buyer Parties thereunder. If such consent is prohibited by any applicable Law not obtained, or if an attempted assignment thereof would be ineffective or would require affect the rights thereunder so that the applicable Buyer Party would not receive all such rights, each Seller will cooperate with such Buyer Party, in all reasonable respects, to provide to such Buyer Party the benefits under any Governmental Entity such Contract, Authorization or any claim or right, including enforcement for the benefit of such Buyer Party of any and all rights of such Seller against a third party authorizations, approvals, consents Person thereto arising out of the Default or waiverscancellation by such third Person or otherwise, and the applicable Buyer Party shall undertake, in all reasonable respects, the burdens, liabilities, and obligations arising under any such authorizationsContract, approvalsAuthorization or any claim or right, consents or waivers and to hold Sellers harmless therefrom. If a consent to any Contract listed on Schedule 9.01 to the Sellers' Disclosure Letter (which schedule sets forth, with respect to the Contracts listed, the aggregate maximum cost of purchasing the Assets leased thereunder and the aggregate maximum termination fees payable thereunder in connection with a purchase of such Assets) is not obtained, then the Buyer Parties shall, within 15 Business Days of the Closing Date, purchase the Assets leased under such Contract and shall bear the cost of the termination fees related to such purchase; provided that the Buyer Parties shall not have been obtained prior be obligated to purchase the ClosingAssets, or pay termination fees under, such Contracts if the Closing shall proceed without the Transfer of such asset, claim, right or benefit unless such failure causes a failure of any aggregate purchase price of the conditions to Closing Assets or related termination fees under such Contracts exceeds the amounts set forth in Article IX, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled Schedule 9.01 to the benefit thereof (Sellers' Disclosure Letter. Nothing in such this Section 9.01 shall affect the Buyer Parties’ sole discretion). In ' rights under Sections 8.03 and 10.02 if any consent or approval to the event that the Closing proceeds without the Transfer transfer of any such asset, claim, right or benefit, then (i) such asset, claim, right or benefit shall to the extent permitted under applicable Law, except in the case of any Account that Asset is prohibited from being Transferred, be regarded as an Acquired Asset for purposes of determining the Closing Net Funds Employed and (ii) for a period of eighteen (18) months following the Closing, the Sellers shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, Sellers and Purchaser shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at the Closing. Once authorization, approval, consent or waiver for the Transfer of any such asset, claim, right or benefit not Transferred at the Closing is obtained, Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and to the extent such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing). To the extent that any such asset, claim, right or benefit cannot be Transferred or the full benefits of use of any such asset, claim, right or benefit cannot be provided to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of its Affiliates in connection with its use of any asset, claim, right or benefit in connection with the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to terminate any contract to be Transferred hereunder that is prohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under the terms of such contract in connection with the exercise of such option to terminate.

Consents to Assignment. Notwithstanding anything Prior to Closing, Seller shall use commercially reasonable efforts to obtain all consents set forth in Schedule 4.1(x). Seller shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of such consents other than as set forth in the instrument creating such consent right. Promptly after execution of this Agreement, Seller shall deliver by mail written requests for such consents to the contrary contained in this Agreement or any Other Transaction Document, holders thereof. If Seller fails to the extent that the Transfer to Purchaser of any asset that would be an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any Governmental Entity or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained obtain a consent prior to the Closing, and either (a) the Closing shall proceed without failure to obtain such consent would cause the Transfer assignment of such assetProperty to Buyer to be void, claim, right or benefit unless such failure causes a failure of any and the value of the conditions affected Property is in excess of $10,000.00 or it would require an expenditure in excess of $10,000.00 to Closing set forth remedy the failure to obtain such consent, or (b) the failure to obtain such consent could reasonably be expected to cause Buyer to incur damages and/or costs and expenses in Article IXconnection therewith in excess of $10,000.00, in which event then, at the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof (in such Parties’ sole discretion). In the event that the Closing proceeds without the Transfer option of any such assetBuyer, claim, right or benefit, then (i) the portion of the Property subject to such assetfailed consent shall constitute a Title Defect and Seller and Buyer shall have the rights and remedies set forth herein with respect thereto; provided, claimhowever, right the Defect Deductible shall not apply to such remedies for such failed consent, or benefit shall to the extent permitted under applicable Law, except in the case of any Account that is prohibited from being Transferred, be regarded as an Acquired Asset for purposes of determining the Closing Net Funds Employed and (ii) such portion of the Properties subject to such failed consent shall be retained by Seller for a period the benefit of eighteen (18) months following Buyer; provided that when such third party consent has been received, Seller acknowledges and agrees to transfer such portion of the Closing, Properties to Buyer; provided further that in the Sellers event Seller shall use their reasonable best efforts, and cooperate with each other, be unable to obtain promptly such authorizationsthird party consent, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, Sellers and Purchaser Seller shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser nevertheless retain the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at the Closing. Once authorization, approval, consent or waiver for the Transfer of any such asset, claim, right or benefit not Transferred at the Closing is obtained, Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and to the extent such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing). To the extent that any such asset, claim, right or benefit cannot be Transferred or the full benefits of use of any such asset, claim, right or benefit cannot be provided to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold affected interest in trust for the Buyer and pay transfer to Purchaser promptly upon receipt thereof, Buyer all income, proceeds economic benefits attributable to the interest as of and other monies received by Sellers or any of its Affiliates in connection with its use of any asset, claim, right or benefit in connection with after the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to terminate any contract to be Transferred hereunder that is prohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under the terms of such contract in connection with the exercise of such option to terminateEffective Time.

Consents to Assignment. Notwithstanding anything to Except for the contrary contained in this Agreement or any Other Transaction DocumentReal Estate Contracts, to the extent that any Contract, Broadcast Agreement, Trade Agreement or other contract identified in the Transfer Disclosure Schedule that is to Purchaser be assigned under this Agreement is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any asset that third person withholding same (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, transfer, delivery or sublease would be an Acquired Asset constitute a breach thereof or a violation of any claim law or right or regulation, this Agreement and any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any Governmental Entity or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. Except for any consents required pursuant to a Real Estate Contract, in those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing, Closing Date to the Closing shall proceed without the Transfer transfer and assignment to Buyer of such assetcontracts, claimBuyer may in its sole discretion elect to have this Agreement and any assignments executed pursuant hereto, right or benefit unless such failure causes a failure of any of the conditions to Closing set forth in Article IX, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof (in such Parties’ sole discretion). In the event that the Closing proceeds without the Transfer of any such asset, claim, right or benefit, then (i) such asset, claim, right or benefit shall to the extent permitted under applicable Lawby law, except 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 case purpose of any Account that is prohibited from being Transferredcompleting, be regarded as an Acquired Asset for purposes fulfilling and discharging all of determining Seller's rights and liabilities arising after the Closing Net Funds Employed and (ii) for a period of eighteen (18) months following the Closing, the Sellers Date under such contracts. Seller shall use their its reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, Sellers and Purchaser shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed efforts to provide to Purchaser Buyer with the benefits of use such contracts (including, without limitation, permitting Buyer to enforce any rights of Seller arising under such assetcontracts), claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at the Closing. Once authorization, approval, consent or waiver for the Transfer of any such asset, claim, right or benefit not Transferred at the Closing is obtained, Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and to the extent such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing). To the extent that any such asset, claim, right or benefit cannot be Transferred or the full benefits of use of any such asset, claim, right or benefit cannot be provided to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalentBuyer shall, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of its Affiliates in connection with its use of any asset, claim, right or benefit in connection Buyer is provided with the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to terminate any contract to be Transferred hereunder that is prohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under the terms benefits of such contract contracts, assume, perform and in connection with the exercise due course pay and discharge all debts, obligations and liabilities of Seller under such option to terminatecontracts.

Consents to Assignment. Notwithstanding anything Section 5.4 of the Asset Purchase Agreement is hereby amended by inserting the following language at the end of the paragraph: "With respect to the contrary contained in this Agreement or any Other Transaction Documentspecific Contracts, Leases and Governmental Authorizations that are Required Consents, if Parent is unable to obtain consent to the assignment prior to Closing, and Holdings elects in its sole discretion to waive its closing condition under Section 15.1.3 with respect to such consent, then: (a) the Contract, Lease or Governmental Authorization in question shall be deemed a Retained Asset and any obligation or liability arising therefrom shall be excluded from the Assumed Liabilities; (b) Parent shall continue to use its best efforts from and after Closing to obtain all required consent to assignment, and if such consent is ultimately obtained such Contract, Lease or Governmental Authorization shall no longer be a Retained Asset and shall be deemed a transferred Asset, and any obligation or liability arising thereunder from and after the Closing shall not be a Retained Liability, and shall be deemed to be an Assumed Liability, in either case to the same extent as if such Contract, Lease or Governmental Authorization were assigned at Closing (except that any liability or obligation arising out of or in connection with any breach thereof occurring after the Transfer Closing and prior to, at, or as a result of, the assignment thereof that is caused by the actions or inactions of Sellers, and any obligation under this Section 5.4 in respect of such Contract, Lease or Governmental Authorization, shall be a Retained Liability and shall not be deemed to Purchaser be an Assumed Liability); (c) Parent shall bear all costs of obtaining any such consent, and Parent will indemnify Holdings and its Subsidiaries for the aggregate amount of any asset that would be an Acquired Asset costs, expenses, losses, or any claim diminution or right or any benefit arising thereunder or loss of value resulting therefrom is prohibited by any applicable Law or would require any Governmental Entity or third party authorizations, approvals, consents or waivers, and from such authorizations, approvals, consents or waivers shall consent to assignment not have having been obtained prior to Closing; and (d) until such time as the Closingconsent is obtained, the parties shall use their best efforts to arrange and enter into mirror image purchase and sale arrangements, subleases, sublicenses, service agreements and other work-around arrangements in respect of any Contract or Lease so excluded; PROVIDED that to the extent, despite the exercise of best efforts, such arrangements cannot be entered into or would not place Holdings and its Subsidiaries in substantially the same economic position as if such Contract, Lease or Governmental Authorization were able to be assigned, Parent will indemnify Holdings and its Subsidiaries for the aggregate amount of any costs, expenses, losses, or diminution or loss of value resulting from the exclusion of any such Contract, Lease or Governmental Authorization. "Notwithstanding any other provision of this Agreement, (i) Parent does not assume any obligation with respect to obtaining any consents as may be required to assign the Labokay Agreements to a Permitted Affiliate Purchaser that is a disregarded entity for federal income tax purposes (as opposed to a corporation) ("Labokay Consents"), (ii) Parent shall have no obligation with respect to (A) any costs, expenses, losses or diminution or loss of value resulting from any Labokay Consent not having been obtained prior to Closing or (B) any purchase and sales arrangements, subleases, sublicenses, service agreements or other work around arrangements in connection with the failure to obtain any Labokay Consent, and (iii) if the Labokay Agreements are not transferred at Closing but are assigned thereafter, then upon such assignment the Labokay Agreements shall not be a Retained Asset and shall be deemed a transferred Asset, and any obligation or liability arising thereunder from and after the Closing shall proceed without not be a Retained Liability, and shall be deemed to be an Assumed Liability, in either case to the Transfer same extent as if the Labokay Agreements were assigned at Closing (except that any liability or obligation arising out of such assetor in connection with any breach thereof occurring after the Closing and prior to, claimat, right or benefit unless such failure causes as a failure result of, the assignment thereof to Timber Co. or Louisiana Purchase Corporation that is caused by the actions or inactions of Sellers, and any obligation under this Section 5.4 in respect of the conditions Labokay Agreements, shall be a Retained Liability and shall not be deemed to Closing set forth in Article IX, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof (in such Parties’ sole discretionbe an Assumed Liability). "In the event that Holdings is able to obtain the Closing proceeds without the Transfer Labokay Consents, it shall give notice of any such assetfact to Parent. If such notice is not received by Parent by 5:00 p.m. CDT on Monday, claimOctober 25, right or benefit2004, then (ia) such assetSouthern shall assign, claim, right or benefit shall to the extent permitted under applicable Law, except in the case of any Account that is prohibited from being Transferred, be regarded as an Acquired Asset for purposes of determining the Closing Net Funds Employed and (ii) for a period of eighteen (18) months following the at Closing, the Sellers shall use their reasonable best effortsLabokay Agreements to Timber Co. or to a corporation (the "Louisiana Purchase Corporation") to be formed by Holdings that will be a wholly owned direct or indirect Subsidiary of Timber Holdings, (b) Parent and Southern shall, at Closing, convey, assign, and cooperate transfer the remainder of their Louisiana Timberlands to Timber Co. or Louisiana Purchase Corporation, and (c) Timber Co. or Louisiana Purchase Corporation, as applicable, shall assume, at Closing, the Assumed Liabilities in respect of the Labokay Agreements and the other transferred Louisiana Timberlands, in each case in accordance with each otherthe terms of this Agreement. If the transfer is to Louisiana Purchase Corporation, Holdings shall cause Louisiana Purchase Corporation to obtain promptly form two wholly owned bankruptcy remote Subsidiaries which are disregarded entities for federal income tax purposes, and such authorizations, approvals, consents or waiversSubsidiaries shall issue the portion of the Timber Notes which are attributable to the Timberlands transferred by Parent and Southern to Louisiana Purchase Corporation. Pending such authorization, approval, consent or waiver, Sellers Parent and Purchaser Southern and Holdings shall reasonably cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed order to provide to Purchaser the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at the Closing. Once authorization, approval, consent or waiver for the Transfer of any such asset, claim, right or benefit not Transferred at the Closing is obtained, Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and to the extent such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing). To the extent that any such asset, claim, right or benefit cannot be Transferred or the full benefits of use of any such asset, claim, right or benefit cannot be provided to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of its Affiliates in connection with its use of any asset, claim, right or benefit in connection with the arrangements under this Section 2.6. To contemplated by the extent (x) Sellers are contractually entitled LC Commitment Letters to terminate any contract to be Transferred hereunder that is prohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under accommodate the terms of such contract in connection with the exercise of such option to terminateforegoing structural changes."

Consents to Assignment. Notwithstanding anything Anything in this Agreement to the contrary contained in notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Other Transaction DocumentAcquired Asset if an attempted assignment or transfer thereof, to without the extent that consent of a third party thereto or of the Transfer to Purchaser issuing Governmental Entity, as the case may be, would constitute a breach or default thereof, would result in a violation of the rights of any asset that such third party, would be an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law ineffective, or would require in any Governmental Entity way adversely affect the rights of Seller or third party authorizations, approvals, consents or waivers, Buyer thereunder and such authorizations, approvals, consents consent is not obtained at or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the Transfer of such asset, claim, right or benefit unless such failure causes (a failure of any of the conditions to Closing set forth in Article IX, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof (in such Parties’ sole discretion“Deferred Consent”). In With respect to each Deferred Consent, (a) the event that the Closing proceeds Acquired Asset to which such Deferred Consent relates (a “Deferred Item”) shall be withheld from sale pursuant to this Agreement without the Transfer of any such asset, claim, right or benefit, then (i) such asset, claim, right or benefit shall to the extent permitted under applicable Law, except reduction in the case of any Account that is prohibited from being TransferredPurchase Price, be regarded as an Acquired Asset for purposes of determining the Closing Net Funds Employed and (iib) for a period of eighteen twelve (1812) months following after the Closing, the Sellers shall use their Seller and Buyer shall, at Buyer’s expense, cooperate, in all reasonable best efforts, and cooperate with each otherrespects, to obtain promptly such authorizationsDeferred Consent as soon as practicable after the Closing, approvalsprovided that Seller shall not be required to make any payments that are not reimbursed by Buyer or agree to any material undertakings in connection therewith; and (c) until such Deferred Consent is obtained or a replacement Contract is entered into by Buyer or an Affiliate of Buyer, consents or waivers. Pending such authorizationSeller and Buyer shall, approvalat Buyer’s expense, consent or waivercooperate, Sellers and Purchaser shall cooperate with each other in all reasonable respects, in any mutually agreeable, lawful and commercially reasonable and lawful arrangements designed to provide to Purchaser arrangement reasonably proposed by Buyer under which (i) Buyer would obtain (without infringing upon the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at the Closing. Once authorization, approval, consent or waiver for the Transfer legal rights of any such assetthird party) the economic claims, claim, right or benefit not Transferred at rights and benefits (net of the Closing is obtained, Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and to the extent such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing). To the extent that any such asset, claim, right or benefit cannot be Transferred or the full benefits of use amount of any such asset, claim, right or benefit cannot be provided to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account related Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and any other monies received by Sellers Liabilities imposed on Seller or any of its Affiliates in connection with its use under the Deferred Item) and (ii) Buyer would assume any related economic burden (including the amount of any asset, claim, right related Tax costs and any other Liabilities imposed on Seller or benefit in connection any of its Affiliates) with respect to the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to terminate any contract to be Transferred hereunder that is prohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under the terms of such contract in connection with the exercise of such option to terminateDeferred Item.

Consents to Assignment. Notwithstanding anything to the contrary contained in this Agreement Agreement, if the sale, assignment, transfer, conveyance or any Other Transaction Documentdelivery or attempted sale, assignment, transfer, conveyance or delivery to the extent that the Transfer to Purchaser Buyer of any asset that would be an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom is (a) prohibited by any applicable Law or (b) would require any Governmental Entity or third party authorizations, approvals, consents or waivers, waivers from a Third Party or Governmental Entity and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, then in either case the Closing shall proceed without the Transfer 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, claim, right or benefit unless such failure causes a failure ; provided that nothing in this Section 1.5 shall be deemed to waive the rights of any of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to Closing its obligations set forth in Article IX, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof (in such Parties’ sole discretion)V have not been satisfied. In the event that the Closing proceeds without the Transfer sale, assignment, transfer, conveyance or delivery of any such asset, claim, right or benefit, then (i) such asset, claim, right or benefit shall to the extent permitted under applicable Law, except in the case of any Account that is prohibited from being Transferred, be regarded as an Acquired Asset for purposes of determining the Closing Net Funds Employed and (ii) for a period of eighteen (18) months following the Closing, the Sellers Seller shall use their commercially reasonable best efforts, and cooperate with each other, efforts to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, Sellers (i) Seller will comply with the terms of, and Purchaser will not amend, transfer, let lapse or terminate, the applicable asset without Buyer’s written consent and (ii) the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of use of such asset, claimincluding, right at Buyer’s request and expense, reasonably assisting Buyer in obtaining the issuance or benefit reissuance of any of Seller’s Environmental Permits that are not transferable and/or obtaining authorization for Buyer to operate pursuant to Seller’s Environmental Permits in lieu of or pending the transfer, issuance or reissuance of such Environmental Permits, and to Sellers or their Affiliates Seller the benefits, including any indemnities, that Sellers that, in each case, it would have obtained had the asset, claim, right or benefit asset been Transferred conveyed to Purchaser Buyer at the Closing. To the extent that Buyer is provided the benefits pursuant to this Section 1.5 of any Contract, Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any affiliate of Seller thereunder and (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 Transfer sale, assignment, transfer, conveyance or delivery of any such assetasset not sold, claimassigned, right transferred, conveyed or benefit not Transferred delivered at the Closing is obtained, Sellers Seller shall or shall cause their relevant Affiliates toassign, Transfer such assettransfer, claim, right or benefit to Purchaser (convey and to the extent deliver such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred Buyer at the Closing). To the extent that any such asset, claim, right or benefit cannot be Transferred or the full benefits of use of any such asset, claim, right or benefit cannot be provided no additional cost to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of its Affiliates in connection with its use of any asset, claim, right or benefit in connection with the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to terminate any contract to be Transferred hereunder that is prohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under the terms of such contract in connection with the exercise of such option to terminateBuyer.

Consents to Assignment. Notwithstanding anything Promptly after execution of this Agreement, ---------------------- Seller shall cause the Partnership to contact all third Persons who Seller reasonably believes may hold an enforceable Consent to Assignment affecting a Property, which would be triggered by reason of the Transaction. Seller shall cause the Partnership to provide such third Persons with the documentation required under existing agreements and to use reasonable efforts to persuade them to consent to the contrary contained assignment to Buyer of Seller's interest in this Agreement the Partnership and the Subsidiaries; provided, however, that Buyer shall not be required to pay any funds, offer any concessions, amend any existing agreement or resolve any Other Transaction Document, disputed issues as a requisite of obtaining a consent to any assignment. Seller shall provide reasonable advance notice to Buyer of the Properties and interests therein for which third Persons may be requested to consent to the extent assignment of the Partnership's interest to Buyer, and Seller shall keep Buyer reasonably apprised of the status of dealings with such third Persons. If Buyer believes that the Transfer any such third Person does not hold a valid and enforceable Consent to Purchaser of any asset Assignment that would be an Acquired Asset or triggered by the Transaction, Buyer must immediately provide Seller with notice of Buyer's objection to any claim or right or proposed request for such third Person's consent to Seller's assignment to Buyer, and in such case, the Parties shall negotiate in good faith to determine a mutually acceptable procedure for handling such questioned Consent to Assignment. Similarly, if Buyer believes that other valid and enforceable Consents to Assignment exist that are not on the notices sent to Buyer by Seller, then without limitation of Buyer's other remedies hereunder, Buyer shall promptly send notice to Seller, and the Parties shall negotiate in good faith to determine a mutually acceptable procedure for handling such questioned Consents to Assignment. Seller shall use reasonable efforts to obtain before Closing all required consents to the assignment of its interests in the Subsidiaries and the Partnership to Buyer hereunder. Seller shall provide Buyer with prompt notice whenever any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any Governmental Entity or third party authorizations, approvals, consents or waiversrefuses to consent to Seller's assignment of its interest in the Subsidiaries or the Partnership. If ten (10) days before the Closing Date, and such authorizationsSeller has not obtained a required consent to assignment of its interests in the Subsidiaries or the Partnership that reduces the value of the Subsidiaries' or the Partnership's interests in a Property, approvals, consents or waivers shall not have been obtained prior then Buyer may assert that Consent to Assignment as a Title Defect to the ClosingProperty so affected. In determining whether a failure to obtain a required consent to assignment reduces the value of the Subsidiaries' or the Partnership's interests in a Property, the Closing following standards shall proceed without the Transfer of such asset, claim, right or benefit unless such failure causes a failure of any of the conditions to Closing set forth in Article IX, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof (in such Parties’ sole discretion). In the event that the Closing proceeds without the Transfer of any such asset, claim, right or benefit, then (i) such asset, claim, right or benefit shall to the extent permitted under applicable Law, except in the case of any Account that is prohibited from being Transferred, be regarded as an Acquired Asset for purposes of determining the Closing Net Funds Employed and (ii) for a period of eighteen (18) months following the Closing, the Sellers shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, Sellers and Purchaser shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at the Closing. Once authorization, approval, consent or waiver for the Transfer of any such asset, claim, right or benefit not Transferred at the Closing is obtained, Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and to the extent such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing). To the extent that any such asset, claim, right or benefit cannot be Transferred or the full benefits of use of any such asset, claim, right or benefit cannot be provided to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of its Affiliates in connection with its use of any asset, claim, right or benefit in connection with the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to terminate any contract to be Transferred hereunder that is prohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under the terms of such contract in connection with the exercise of such option to terminate.control:

Consents to Assignment. Notwithstanding anything Promptly after execution of this Agreement, Seller shall cause the Partnership to contact all third Persons who Seller reasonably believes may hold an enforceable Consent to Assignment affecting a Property, which would be triggered by reason of the Transaction. Seller shall cause the Partnership to provide such third Persons with the documentation required under existing agreements and to use reasonable efforts to persuade them to consent to the contrary contained assignment to Buyer of Seller's interest in this Agreement the Partnership and the Subsidiaries; provided, however, that Buyer shall not be required to pay any funds, offer any concessions, amend any existing agreement or resolve any Other Transaction Document, disputed issues as a requisite of obtaining a consent to any assignment. Seller shall provide reasonable advance notice to Buyer of the Properties and interests therein for which third Persons may be requested to consent to the extent assignment of the Partnership's interest to Buyer, and Seller shall keep Buyer reasonably apprised of the status of dealings with such third Persons. If Buyer believes that the Transfer any such third Person does not hold a valid and enforceable Consent to Purchaser of any asset Assignment that would be an Acquired Asset or triggered by the Transaction, Buyer must immediately provide Seller with notice of Buyer's objection to any claim or right or proposed request for such third Person's consent to Seller's assignment to Buyer, and in such case, the Parties shall negotiate in good faith to determine a mutually acceptable procedure for handling such questioned Consent to Assignment. Similarly, if Buyer believes that other valid and enforceable Consents to Assignment exist that are not on the notices sent to Buyer by Seller, then without limitation of Buyer's other remedies hereunder, Buyer shall promptly send notice to Seller, and the Parties shall negotiate in good faith to determine a mutually acceptable procedure for handling such questioned Consents to Assignment. Seller shall use reasonable efforts to obtain before Closing all required consents to the assignment of its interests in the Subsidiaries and the Partnership to Buyer hereunder. Seller shall provide Buyer with prompt notice whenever any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any Governmental Entity or third party authorizations, approvals, consents or waiversrefuses to consent to Seller's assignment of its interest in the Subsidiaries or the Partnership. If ten (10) days before the Closing Date, and such authorizationsSeller has not obtained a required consent to assignment of its interests in the Subsidiaries or the Partnership that reduces the value of the Subsidiaries' or the Partnership's interests in a Property, approvals, consents or waivers shall not have been obtained prior then Buyer may assert that Consent to Assignment as a Title Defect to the ClosingProperty so affected. In determining whether a failure to obtain a required consent to assignment reduces the value of the Subsidiaries' or the Partnership's interests in a Property, the Closing following standards shall proceed without the Transfer of such asset, claim, right or benefit unless such failure causes a failure of any of the conditions to Closing set forth in Article IX, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof (in such Parties’ sole discretion). In the event that the Closing proceeds without the Transfer of any such asset, claim, right or benefit, then (i) such asset, claim, right or benefit shall to the extent permitted under applicable Law, except in the case of any Account that is prohibited from being Transferred, be regarded as an Acquired Asset for purposes of determining the Closing Net Funds Employed and (ii) for a period of eighteen (18) months following the Closing, the Sellers shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, Sellers and Purchaser shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at the Closing. Once authorization, approval, consent or waiver for the Transfer of any such asset, claim, right or benefit not Transferred at the Closing is obtained, Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and to the extent such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing). To the extent that any such asset, claim, right or benefit cannot be Transferred or the full benefits of use of any such asset, claim, right or benefit cannot be provided to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of its Affiliates in connection with its use of any asset, claim, right or benefit in connection with the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to terminate any contract to be Transferred hereunder that is prohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under the terms of such contract in connection with the exercise of such option to terminate.control:

Consents to Assignment. Sellers shall use all reasonable efforts to obtain all necessary Consents from Third Parties to assign the Transferred Interests. Notwithstanding anything herein to the contrary contained contrary, no Seller shall be liable for failure to obtain any such consents or waivers. At Closing, Sellers shall notify Buyers in this Agreement or any Other Transaction Document, writing of all such required non-governmental third-party Consents to the extent that assignment of the Transfer Transferred Interests to Purchaser of Buyers which have not been obtained and the Properties to which they pertain. In no event shall there be included in the Assignment at Closing the Transferred Interest in any asset Property subject to an unsatisfied consent requirement that would be an Acquired Asset triggered by the purchase and sale contemplated by this Agreement and provides that transfer of the Property without consent will result in a termination or other material impairment of any claim rights in relation to such Property (a “Consent Requirement”). In cases where the Transferred Interest subject to such a Consent Requirement is a Contract and Buyers are assigned the Transferred Interests in the Properties to which the Contract relates, but the Transferred Interest in the Contract is not transferred due to the unwaived Consent Requirement, Sellers shall use commercially reasonable efforts after Closing to obtain the applicable consent so that the Transferred Interest in such Contract can be transferred to Buyers upon receipt of such consent. In cases where the Property subject to a Consent Requirement is a Property and the applicable consent is not obtained on or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any Governmental Entity or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date, Buyers may elect to exclude such Transferred Interest from the Properties for purposes of Closing, the Closing shall proceed without the Transfer of such asset, claim, right or benefit unless such failure causes a failure of any of the conditions to Closing set forth in Article IX, in which event the Purchase Price payable at Closing shall proceed only if the failed condition is waived be reduced by the Party or Parties entitled an amount equal to the benefit thereof (Allocated Value of such Transferred Interest in such Parties’ sole discretion)Property. In the event that the Closing proceeds without the Transfer of any If such asset, claim, right or benefit, then (i) such asset, claim, right or benefit shall an unsatisfied Consent Requirement for which a Purchase Price adjustment is made is subsequently satisfied prior to the extent permitted date of the determination of the final adjustment to the Purchase Price under applicable Law, except in the case of any Account that is prohibited from being Transferred, be regarded as an Acquired Asset for purposes of determining the Closing Net Funds Employed and (ii) for a period of eighteen (18) months following the Closing, the Sellers shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, Sellers and Purchaser shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at the Closing. Once authorization, approval, consent or waiver for the Transfer of any such asset, claim, right or benefit not Transferred at the Closing is obtainedSection 1.7(b), Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and receive an additional upward adjustment to the extent such asset is an AccountPurchase Price in the final adjustments made under Section 1.7(b) equal to the amount of the previous reduction in the Purchase Price on account of the Consent Requirement. Within two days of the Final Settlement Date, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing). To the extent that any such asset, claim, right or benefit cannot be Transferred or the full benefits of use of any such asset, claim, right or benefit cannot be provided to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) assign to provide to Buyers using the Parties the economic (taking into account Tax costs and benefits) and operational equivalentform attached hereto as Exhibit C, to the extent permittedpreviously unassigned, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of Transferred Interest in each Property subject to an aforementioned Consent Requirement that was subsequently satisfied prior to the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of its Affiliates in connection with its use of any asset, claim, right or benefit in connection with the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to terminate any contract to be Transferred hereunder that is prohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under the terms of such contract in connection with the exercise of such option to terminateFinal Settlement Date.

Consents to Assignment. Notwithstanding anything Anything in this Agreement to the contrary contained in notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any asset, agreement, lease, authorization, license or permit, or any Other Transaction Documentclaim, to the extent that the Transfer to Purchaser of any asset that would be an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law therefrom, if an attempted assignment or would require any transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity (as defined in Section 2.4(b)), as the case may be, would constitute a breach or third party authorizationsdefault thereof, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the Transfer of such asset, claim, right or benefit unless such failure causes would result in a failure of any violation of the conditions to Closing set forth in Article IX, in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof (in such Parties’ sole discretion). In the event that the Closing proceeds without the Transfer rights of any such asset, claim, right third party or benefitwould otherwise be ineffective. If such consent (a “Deferred Consent”) is not obtained as of the Closing Date, then (ia) such the asset, claimagreement, right lease, authorization, license or benefit permit to which such Deferred Consent relates (a “Deferred Item”) shall be withheld from sale pursuant to the extent permitted under applicable Law, except this Agreement without any reduction in the case of any Account that is prohibited Purchase Price, (b) from being Transferred, be regarded as an Acquired Asset for purposes of determining the Closing Net Funds Employed and (ii) for a period of eighteen (18) months following after the Closing, the Sellers shall use their and Buyer will cooperate, in all reasonable best efforts, and cooperate with each otherrespects, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, Sellers and Purchaser shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at Deferred Consent as soon as practicable after the Closing. Once authorization, approvalprovided that Buyer shall reimburse Sellers to the extent Sellers are required to make any payments, consent or waiver for the Transfer of and no Seller shall be required to agree to any material undertakings, in connection therewith, and (c) until such asset, claim, right or benefit not Transferred at the Closing Deferred Consent is obtained, the Sellers and Buyer shall or shall cause their relevant Affiliates tocooperate, Transfer such assetin all reasonable respects, claim, right or benefit to Purchaser in any lawful and commercially reasonable arrangement reasonably proposed by Buyer under which (and to i) Buyer would obtain (without infringing upon the extent such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing). To the extent that any such asset, claim, right or benefit cannot be Transferred or the full benefits of use legal rights of any such asset, claim, right or benefit cannot be provided to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontractingthird party) to provide to the Parties the economic claims, rights and benefits (taking into account net of the amount of any related Tax costs and benefits) and operational equivalent, to any other liabilities or obligations imposed on the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of its their Affiliates in connection with its use under the Deferred Item) and (ii) Buyer would assume any related economic burden (including the amount of any assetrelated Tax costs and any other liabilities or obligations imposed on the Sellers or any of their Affiliates) with respect to the Deferred Item. For purposes of this Agreement, claim, right or benefit the term “Affiliate” shall have the meaning assigned to it in connection with Rule 12b-2 of the arrangements under this Section 2.6. To the extent (x) Sellers are contractually entitled to terminate any contract to be Transferred hereunder that is prohibited from being Transferred, and has not been Transferred, hereunder to Purchaser and (y) Purchaser requests in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under the terms Securities Exchange Act of such contract in connection with the exercise of such option to terminate1934.

Consents to Assignment. Notwithstanding anything Anything in this Agreement to the contrary contained in notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Other Transaction Documentcontract, agreement, commitment or lease identified on Schedule 1.5 attached hereto (each, a “Specified Contract”) if an attempted assignment or transfer thereof without the Consent of a Governmental Entity or other third party thereto not obtained prior to the extent that Closing would constitute a breach or default thereof, would result in a violation of the Transfer to Purchaser rights of any asset such third party, would violate applicable law, is cancelable by a third party in the event of an assignment, or would otherwise be ineffective (provided that would this Section 1.5 shall not effect whether any such Specified Contract shall be deemed to be an Acquired Asset or Assumed Liability for any claim or right or any benefit arising thereunder or resulting therefrom other purposes under this Agreement). If such Consent (a “Deferred Consent”) is prohibited by any applicable Law or would require any Governmental Entity or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the ClosingClosing (a) the Specified Contract to which such Deferred Consent relates (a “Deferred Specified Contract”) shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing through the date that is twelve (12) months after the Closing Date, the Closing shall proceed without the Transfer of such asset, claim, right or benefit unless such failure causes a failure of any of the conditions to Closing set forth in Article IXParties will cooperate, in which event all reasonable respects, and use their respective reasonable best efforts to obtain such Deferred Consent as soon as practicable; provided, that Seller shall not be required to make any material payments or agree to any material undertakings in connection therewith, and (c) from and after the Closing shall proceed only if through the failed condition date that is waived by the Party or Parties entitled to the benefit thereof twelve (in such Parties’ sole discretion). In the event that 12) months after the Closing proceeds without Date, the Transfer of Parties shall cooperate, in all reasonable respects and at Buyer’s expense, in any such asset, claim, right or benefit, then lawful and commercially reasonable arrangement reasonably proposed by Buyer under which (i) such asset, claim, right or benefit shall to Buyer would obtain (without infringing upon the extent permitted under applicable Law, except in the case legal rights of any Account that is prohibited from being Transferredthird party) the economic claims, be regarded as an Acquired Asset for purposes rights and benefits (net of determining the Closing Net Funds Employed and (ii) for a period of eighteen (18) months following the Closing, the Sellers shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, Sellers and Purchaser shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset, claim, right or benefit and to Sellers or their Affiliates the benefits, including any indemnities, that Sellers would have obtained had the asset, claim, right or benefit been Transferred to Purchaser at the Closing. Once authorization, approval, consent or waiver for the Transfer amount of any such asset, claim, right or benefit not Transferred at the Closing is obtained, Sellers shall or shall cause their relevant Affiliates to, Transfer such asset, claim, right or benefit to Purchaser (and to the extent such asset is an Account, Purchaser shall thereupon pay to Sellers the Closing Net Funds Employed that would have been associated with such Account had such Account been Transferred at the Closing). To the extent that any such asset, claim, right or benefit cannot be Transferred or the full benefits of use of any such asset, claim, right or benefit cannot be provided to Purchaser following the Closing pursuant to this Section 2.6, then Purchaser and Sellers shall enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account related Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent any other liabilities or waiver and the performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Sellers imposed on Seller or any of its Affiliates in connection under the Deferred Specified Contract) with its use respect to such Deferred Specified Contract and (ii) Buyer would assume any related economic burden (including the amount of any asset, claim, right related Tax costs and any other liabilities or benefit in connection with the arrangements under this Section 2.6. To the extent (xobligations imposed on Seller or any of its Affiliates) Sellers are contractually entitled to terminate any contract to and be Transferred hereunder that is prohibited from being Transferredresponsible for, and has not been Transferredwould pay, hereunder perform and discharge when due, all liabilities and obligations of Seller with respect to Purchaser and (y) Purchaser requests such Deferred Specified Contract. For purposes of this Agreement, the term “Affiliate” shall have the meaning assigned to it in writing that Sellers exercise their right to terminate such contract, Sellers shall exercise their option to terminate such contract; provided that Purchaser shall bear any and all early termination expenses due under Rule 12b-2 of the terms Securities Exchange Act of such contract in connection with the exercise of such option to terminate1934.