Common use of Equitable Assignment Clause in Contracts

Equitable Assignment. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer, as contemplated hereunder, of any Purchased Assets is prohibited by any applicable Laws or would require any governmental or third party Permits, including the Permits listed in Section 6.3 of the Disclosure Letter, and such Permits shall not have been obtained prior to the Closing (such Permits, collectively, "Delayed Consents"), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing the Parties shall use commercially reasonable efforts and shall cooperate with each other, to obtain promptly the Delayed Consents; provided that all reasonable out-of-pocket expenses of such cooperation and related actions shall be paid by Buyer. Pending receipt of the Delayed Consents or if such Delayed Consents are not obtained, the Parties shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer from and after the Closing, the rights and benefits of, and entitlements to exercise the Company's rights under, and effectively causing the Buyer to assume all Assumed Liabilities with respect to, such Purchased Assets and operations of the Business as if such assets and operations had been transferred by the Company to Buyer at Closing and any Liabilities associated with the arrangements specifically established by Buyer and the Company pursuant to this Section 8.6. Once any Delayed Consent is obtained, the Company shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Assets and operations of the Business to Buyer at Buyer's expense with Buyer responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closing; provided that no additional consideration shall be paid by Buyer to the Company for such relevant Purchased Assets.

Equitable Assignment. (i) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to BuyerPurchaser or the Local Purchasers, as contemplated required hereunder, of any Purchased Assets is prohibited by any applicable Laws Law or would require any governmental or third party Permitsauthorizations, including the Permits listed in Section 6.3 of the Disclosure Letterapprovals, consents or waivers and such Permits authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall occur notwithstanding the foregoing (unless Purchaser shall in good faith determine that the inability to sell, assign, transfer, convey or deliver any of such Permits, collectively, "Delayed Consents"Assets would be reasonably likely to have a Material Adverse Effect on the Business), without any adjustment to the Purchase Price and this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, delivery thereof. . (ii) Following the Closing Closing, the Parties shall use commercially reasonable efforts and shall cooperate with each other, to obtain as promptly as practicable such authorizations, approvals, consents or waivers referenced in clause (i) above; provided, however, that none of Seller, the Delayed Consents; provided that all reasonable out-of-pocket expenses Transferred Subsidiary or Purchaser or any of such cooperation and related actions their Affiliates shall be required to make any payment therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid by BuyerPurchaser. Pending receipt of the Delayed Consents such authorization, approval, consent or if such Delayed Consents are not obtainedwaiver, the Parties shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer be effective from and after the ClosingClosing Date, designed to effectively transfer to Purchaser or the Local Purchasers the rights and benefits of, and entitlements to exercise Seller's or the Company's Local Sellers' rights under, and effectively causing the Buyer cause Purchaser to assume all liabilities and costs (to the extent such liabilities and costs are Assumed Liabilities hereunder) with respect to, such Purchased Assets and operations of the Business as if such assets and operations had been transferred by the Company to Buyer at Closing and any Liabilities associated with the arrangements specifically established by Buyer and the Company pursuant to this Section 8.6Assets. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any Delayed Consent Assets not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, the Company Seller shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Assets to Purchaser or the Local Purchasers for no additional consideration. Except as contemplated by this Agreement, to the extent that any such Assets cannot be transferred or the full benefits of, rights to use and liabilities of use of any such Assets cannot be provided to Purchaser or the Local Purchasers following the Closing pursuant to this Section 5.4(i), Purchaser, Seller and the Transferred Subsidiary shall, and shall cause their Affiliates to, enter into such arrangements, to be effective from and after the Closing Date, as permitted by law (including subleasing or subcontracting, if permitted) to provide to Purchaser the economic (taking into account Tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiver, the performance by Purchaser or the Local Purchasers of the obligations thereunder and the effective transfer to Purchaser or the Local Purchasers of the rights and benefits of, and entitlements to exercise Seller's or the Local Sellers' rights under, and the effective assumption by Purchaser or the Local Purchasers of all liabilities and costs (to the extent such liabilities and costs are Assumed Liabilities hereunder) with respect to, such Assets. Seller and its Affiliates shall hold in trust for and pay to Purchaser promptly upon receipt thereof such Assets and operations all income, proceeds and other monies received by Seller or any of its Affiliates in connection with its use of any such Assets in connection with -50- the Business arrangements under this Section 5.4(i). Seller and its Affiliates shall be permitted to Buyer at Buyer's expense with Buyer responsible set off against such amounts any direct costs (it being understood that Seller does not waive any claim for all reasonable out-of-pocket costs indirect costs) associated with the transfer of the relevant Purchased Assets retention and operations and any other Liabilities associated with such transfer and the ownership or operation maintenance of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closing; provided that no additional consideration shall be paid by Buyer to the Company for such relevant Purchased Assets.

Equitable Assignment. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyerthe Purchaser, as contemplated hereunder, of any Purchased Assets or Assumed Liabilities is prohibited by any applicable Laws or would require any governmental or third party Permits, including the Permits listed in Section 6.3 of the Disclosure Letteror consents to assign or transfer, and such Permits or consents shall not have been obtained prior to the Closing (each such Permits, collectively, "Permit a “Delayed Consent,” collectively the “Delayed Consents"”), this Agreement shall not constitute a sale, assignment, transfer, conveyance conveyance, assumption or delivery, or any attempted sale, assignment, transfer, conveyance conveyance, assumption or delivery, thereof. Following the Closing Closing, the Parties Purchaser and the Sellers shall use commercially reasonable efforts (which shall not include, in the case of the Sellers, the payment of money or the assumption of obligations) and shall cooperate with each other, to obtain promptly the Delayed Consents; provided that all reasonable out-of-pocket expenses of such cooperation and related actions shall be paid by Buyerthe Purchaser. Pending receipt of the Delayed Consents or if such Delayed Consents are not obtained, the Parties Purchaser and the Sellers shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer the Purchaser from and after the Closing, the rights and benefits of, and entitlements to exercise the Company's such Seller’s rights under, and effectively causing the Buyer to assume all Assumed Liabilities with respect to, under such Purchased Assets and operations of the Business Business, and effectively causing the Purchaser to assume all such Assumed Liabilities, as if such assets and operations had been transferred by the Company Sellers to Buyer the Purchaser and all such Assumed Liabilities had been assumed by the Purchaser at Closing and any Liabilities associated with the arrangements specifically established by Buyer and the Company pursuant to this Section 8.6Closing. Once any Delayed Consent is obtained, the Company Sellers shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, and the Purchaser shall accept and assume such Purchased Assets and operations of Assumed Liabilities at the Business to Buyer at Buyer's Purchaser’s expense with Buyer the Purchaser responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closingtherewith; provided that no additional cash consideration shall be paid by Buyer Purchaser to the Company such Seller for such relevant Purchased Assets.

Equitable Assignment. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance assignment or delivery or attempted sale, assignment, transfer, conveyance or delivery transfer to Buyerthe Operating Partnership, as contemplated hereunder, of any Purchased Assets is prohibited by any applicable Laws or of the Personalty associated with the Properties would require the consent of any governmental or third party Permits, including (other than the Permits listed in Section 6.3 of the Disclosure Letter, Required Consents) and such Permits consent shall not have been obtained prior to the Closing (such Permits, collectively, a "Delayed ConsentsConsent"), this Agreement shall not constitute a salecontribution, assignment, transfer, conveyance assignment or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, transfer thereof. Following the Closing Closing, the Parties parties shall use commercially reasonable efforts efforts, and shall cooperate with each other, to obtain promptly the Delayed Consents; provided that all reasonable out-of-pocket expenses of incurred in connection with obtaining such cooperation and related actions Delayed Consents shall be paid borne equally by Buyerthe Operating Partnership, on the one hand, and TRCALP, on the other hand. Pending receipt of the Delayed Consents or if such Delayed Consents are not obtainedConsents, the Parties parties hereto shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer the Operating Partnership, from and after the Closing, the rights and benefits of, and entitlements to exercise TRCLP's or the Company's Contributors' rights under, and effectively causing the Buyer Operating Partnership to assume all Assumed Liabilities liabilities and expenses with respect to, such Purchased Assets and operations of the Business Personalty as if such assets and operations had been transferred by the Company Contributors to Buyer the Operating Partnership at the Closing and any Liabilities liabilities associated with the arrangements specifically established by Buyer the Operating Partnership and the Company Contributors pursuant to this Section 8.62.11. Once any Delayed Consent is obtained, the Company Contributors shall assign, transfer, convey and deliver, or cause assign such Personalty to be assigned, transferred, conveyed and delivered, such Purchased Assets and operations the Operating Partnership at the expense of the Business to Buyer at Buyer's expense Operating Partnership and TRCALP, with Buyer the Operating Partnership, on the one hand, and the Contributors, on the other hand, jointly and equally responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closingtransfer; provided that no additional consideration shall be paid by Buyer the Operating Partnership to the Company for such relevant Purchased AssetsContributors in connection therewith.

Equitable Assignment. Notwithstanding anything to the contrary contained in this Agreement, to To the extent that any of the Assigned Contracts are not capable of being sold, assigned, transferred or set over to Assignee without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, conveyance transfer or delivery setover or attempted sale, assignment, transfer, conveyance transfer or delivery to Buyer, as contemplated hereunder, setover would constitute a breach thereof or a violation of any Purchased Assets is prohibited by any applicable Laws law or would require any governmental or third party Permits, including the Permits listed in Section 6.3 of the Disclosure Letter, and such Permits shall not have been obtained prior to the Closing (such Permits, collectively, "Delayed Consents")regulation, this Agreement Assignment shall not constitute a sale, assignment, transfer, conveyance or delivery, setover or any an attempted sale, assignment, transfer, conveyance transfer or delivery, setover thereof. Following In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing date of this Assignment to the Parties transfer and assignment to Assignee of the Assigned Contracts, this Assignment, to the extent permitted by law, shall constitute an equitable assignment by Assignor to Assignee of all of Assignor’s rights, benefits, title and interest in and to the Assigned Contracts, and where necessary or appropriate, Assignee shall be deemed to be Assignor’s agent for the purpose of completing, fulfilling and discharging all of Assignor’s rights and liabilities arising after the date of this Assignment under such Assigned Contracts. Assignor shall use commercially reasonable its best efforts to provide Assignee with the benefits of such Assigned Contracts (including, without limitation, permitting Assignee to enforce any rights of Assignor arising under such Assigned Contracts), and shall cooperate with each otherAssignee shall, to obtain promptly the Delayed Consents; extent Assignee is provided that all reasonable out-of-pocket expenses with the benefits of such cooperation Assigned Contracts, assume, perform and related actions shall be paid by Buyer. Pending receipt in due course pay and discharge all debts, obligations and liabilities of the Delayed Consents or if Assignor under such Delayed Consents are not obtained, the Parties shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer from and after the Closing, the rights and benefits of, and entitlements to exercise the Company's rights under, and effectively causing the Buyer to assume all Assumed Liabilities with respect to, such Purchased Assets and operations of the Business as if such assets and operations had been transferred by the Company to Buyer at Closing and any Liabilities associated with the arrangements specifically established by Buyer and the Company pursuant to this Section 8.6. Once any Delayed Consent is obtained, the Company shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Assets and operations of the Business to Buyer at Buyer's expense with Buyer responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closing; provided that no additional consideration shall be paid by Buyer to the Company for such relevant Purchased AssetsAssigned Contracts.

Equitable Assignment. 2.3.1 Notwithstanding anything to the contrary contained in this Agreement, other than Section 10.7 and 11.7, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer, as contemplated hereunder, of any Purchased Assets Asset is prohibited by its terms or by any applicable Applicable Laws or would require any governmental or any third party Permits, including the Permits listed in Section 6.3 of the Disclosure Letterconsent or approval, and any such Permits consent or approval shall not have been obtained prior to the Closing (such Permits, collectively, "a “Delayed Consents"Consent”), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereofthereof and (subject to the conditions expressly set forth in this Agreement) the parties nonetheless shall complete the Closing. Following the Closing Closing, the Parties shall use commercially reasonable efforts and shall cooperate with each other, to obtain promptly the each Delayed Consents; provided that all reasonable out-of-pocket expenses of such cooperation and related actions Consent (but Sellers shall not be paid by Buyerrequired to incur any material expense or make any material commitment in connection therewith). Pending receipt of the each Delayed Consents Consent with respect to a Purchased Asset or if any such Delayed Consents are Consent is not obtained, the Parties hereto shall cooperate with each other in any reasonable and lawful arrangementsarrangements (each an “Equitable Arrangement”), effectively transferring to Buyer from and after the Closing, the rights and benefits of, and entitlements to exercise the Company's Sellers’ rights under, and effectively causing the Buyer to assume all Assumed Liabilities with respect to, such Purchased Assets Asset and operations of the Business as if such assets and operations had been transferred by the Company Sellers to Buyer at the Closing and any Liabilities liabilities or obligations associated with the arrangements specifically established by Buyer and the Company Sellers pursuant to this Section 8.62.3. Once any each Delayed Consent with respect to a Purchased Asset is obtained, the Company Sellers shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Assets and operations of the Business Asset to Buyer at Buyer's expense with Buyer responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closing; provided that no additional consideration shall be paid by Buyer to the Company Sellers for such relevant Purchased AssetsAsset. This Section 2.3 shall not affect Sellers’ obligations under Section 8.1.6 or Section 8.1.7 hereof or Buyer’s obligations under Section 9.3 hereof. 2.3.2 If (i) an Assumed Real Property Lease is not conveyed to Buyer at Closing, (ii) any Delayed Consent is not received with respect to such Assumed Real Property Lease within 90 days of Closing and (iii) the Parties are not able to reach an Equitable Arrangement with respect to such Assumed Real Property Lease within 90 days of Closing, at Buyer’s cost and expense, Seller shall take such actions as may be reasonably requested by Buyer to place Buyer in actual possession and control of any Purchased Assets located at the property subject to such Assumed Real Property Lease.

Equitable Assignment. (i) Notwithstanding anything to the contrary contained in this Agreement, (A) to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to BuyerPurchaser or its designee, as contemplated required hereunder, of any Purchased Non-U.S. Assets is prohibited by any applicable Laws Law or would require any governmental or third party Permitsauthorizations, including the Permits listed in Section 6.3 of the Disclosure Letterapprovals, consents or waivers and such Permits authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, or (B) to the extent that Purchaser, following its reasonable best efforts to do so, is unable to establish prior to the Closing (benefit arrangements for Non-U.S. Employees in a particular country or jurisdiction to replace the benefit arrangements maintained by Sellers with respect to such PermitsNon-U.S. Employees, collectivelyand Sellers and Purchaser agree that, "Delayed Consents")providing that Purchaser continues to use its reasonable best efforts to establish such arrangements following the Closing, the transfer of Non-U.S. Assets with respect to the Business employing such Non-U.S. Employees should be delayed until such benefit arrangements have been put in place, the Closing shall occur without any adjustment to the Purchase Price and this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereofof that portion of such Non-U.S. Assets. Non-U.S. Assets and Non-U.S. Liabilities held by Seller and the Local Sellers for the benefit of Purchaser pursuant to this Section shall be included in the Final Statement of Net Operating Capital. (ii) Following the Closing Closing, the Parties shall use commercially reasonable efforts and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers referenced in clause (i)(A) above and Purchaser shall use reasonable best efforts to establish the Delayed Consentsbenefit arrangements referred to in clause (i)(B); provided provided, -------- however, that all reasonable out-of-pocket expenses none of such cooperation and related actions Seller, the Company or Purchaser or any ------- of their Affiliates shall be required to make any payment therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid by BuyerPurchaser. Pending receipt of the Delayed Consents such authorization, approval, consent or if such Delayed Consents are not obtainedwaiver, the Parties shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer be effective from and after the ClosingClosing Date, designed to effectively transfer to Purchaser or its designee the rights and benefits of, and entitlements to exercise the CompanySeller's or each Local Seller's rights under, and effectively causing the Buyer cause Purchaser to assume all Assumed Liabilities liabilities and costs with respect to, such Purchased Assets and operations of the Business as if such assets and operations had been transferred by the Company to Buyer at Closing and any Liabilities associated with the arrangements specifically established by Buyer and the Company pursuant to this Section 8.6Non-U.S. Assets. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any Delayed Consent Non-U.S. Assets not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, the Company Seller shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Non-U.S. Assets to Purchaser or its designee for no additional consideration. To the extent that any such Non-U.S. Assets cannot or will not be transferred or the full benefits of, rights to use and liabilities of use of any such Non-U.S. Assets cannot be provided to Purchaser or its designee following the Closing pursuant to this Section 5.3(i), Purchaser, Seller, and the Company shall, and shall cause their Affiliates to, enter into such arrangements, to be effective from and after the Closing Date, as permitted by law (including subleasing or subcontracting, if permitted) to provide to Purchaser the economic (taking into account Tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiver, the performance by Purchaser or its designee of the obligations thereunder and the effective transfer to Purchaser or its designee of the rights and benefits of, and entitlements to exercise Seller's or the Local Seller's rights under, and the effective assumption by Purchaser or its designee of all liabilities and costs with respect to, such Non-U.S. Assets. Seller and its Affiliates shall hold in trust for and pay to Purchaser promptly upon receipt thereof such Non-U.S. Assets and operations all income, proceeds and other monies received by Seller or any of its Affiliates in connection with its use of any such Non-U.S. Assets in connection with the Business arrangements under this Section 5.3(i). Seller and its Affiliates shall be permitted to Buyer at Buyer's expense with Buyer responsible set off against such amounts any direct costs (it being understood that Seller does not waive any claim for all reasonable out-of-pocket costs indirect costs) associated with the transfer retention and maintenance of such Non-U.S. Assets. Notwithstanding the foregoing, Seller and its Affiliates shall have no obligation whatsoever to retain any portion of the relevant Purchased Assets and operations and Business, other than any other Liabilities associated individual asset or Contract (but only until such time as the transfer thereof may be effected in accordance with this Agreement), in order to obtain any such transfer and the ownership authorizations, approvals, consents or operation of such Purchased Assets that would have comprised Assumed Liabilities under waivers referred to in this Agreement had such assets and operations been transferred by the Company to Buyer at Closing; provided that no additional consideration shall be paid by Buyer to the Company for such relevant Purchased AssetsSection 5.3(i) or elsewhere in this Agreement.

Equitable Assignment. Notwithstanding anything to the contrary contained in this Agreement, to To the extent that any of the Station Assets are not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third party or if such sale, assignment, transfer, conveyance delivery or delivery sublease or attempted sale, assignment, transfer, conveyance delivery or delivery to Buyer, as contemplated hereunder, sublease would constitute a breach thereof or a violation of any Purchased Assets is prohibited by any applicable Laws law or would require any governmental or third party Permits, including the Permits listed in Section 6.3 of the Disclosure Letter, and such Permits shall not have been obtained prior to the Closing (such Permits, collectively, "Delayed Consents")regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, conveyance delivery or delivery, sublease or any an attempted sale, assignment, transfer, conveyance delivery or delivery, sublease thereof. Following In those cases where consents and/or waiver to the transfer and assignment to Buyer of any of the Station Assets has not been obtained at or prior to the Closing the Parties shall use commercially reasonable efforts Date, and shall cooperate with each otherSeller and Buyer elect to close, this Agreement and any assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to Buyer of all of Seller's rights, benefits, title and interest in and to such Station Assets, and where appropriate, Buyer shall be deemed to be Seller's agent for the purpose of completion, fulfilling and discharging all Seller's rights and liabilities arising after the Closing Date in relation to such Station Assets, provided however, Seller's failure to obtain promptly the Delayed Consentsrequisite waiver or consent of such third person within ninety (90) days after the Closing shall be deemed to be a breach of this Agreement for which Buyer shall be entitled to remedy, including, but not limited to, under the Indemnification and Escrow Agreement; provided further, however, that all reasonable out-of-pocket expenses of no such cooperation and related actions breach shall be paid by Buyer. Pending receipt of the Delayed Consents deemed to have occurred if Buyer has incurred no liability, loss or if damage from such Delayed Consents are not obtained, the Parties shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer from and after the Closing, the rights and benefits of, and entitlements to exercise the Company's rights under, and effectively causing the Buyer to assume all Assumed Liabilities with respect to, such Purchased Assets and operations of the Business as if such assets and operations had been transferred by the Company to Buyer at Closing and any Liabilities associated with the arrangements specifically established by Buyer and the Company pursuant to this Section 8.6. Once any Delayed Consent is obtained, the Company shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Assets and operations of the Business to Buyer at Buyer's expense with Buyer responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closing; provided that no additional consideration shall be paid by Buyer to the Company for such relevant Purchased Assetsfailure.