Common use of Further Conveyances and Assumptions; Consent of Third Parties Clause in Contracts

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Documents and to assure fully to the Company and its successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company shall use its commercially reasonable efforts to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take or cause to be taken at the Company’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, Seller shall, or shall cause its Affiliates to, make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser’s records. (b) From time to time following the Company Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Ancillary Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser DocumentsSeller Agreements, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company With respect to Material Contracts or Permits that are material for the Business as a going concern after the Closing Date, Seller shall, and shall cause its Affiliates to, use its commercially reasonable efforts to cooperate with Purchaser at its request for up to 180 days following the Closing Date in endeavoring to obtain such consents promptly; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Purchaser and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the Company applicable Affiliate of Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller shall take or cause to be taken at the CompanyPurchaser’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the Company applicable Affiliate of Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto, and Purchaser agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Purchaser’s performance of, or failure to perform, such obligations under the Nonassignable Assets.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers titles and privileges interests intended to be conveyed to Purchaser under this Agreement and the Company Transaction Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Transaction Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, Franchise, Programming Agreement, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Entity or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company . (c) With respect to material System Contracts and Permits, Seller shall use its commercially reasonable efforts to cooperate with Purchaser at its request for up to 180 days following the Closing Date in endeavoring to obtain such consents promptlynot obtained prior to Closing; provided, however, that other than as set forth in Section 7.3 such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company in trust for Purchaser and the covenants and obligations thereunder Seller shall be performed by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take use their respective commercially reasonable efforts to obtain, or cause to be taken at the Company’s expense such actions in its name obtained, any consent, substitution, approval or otherwise as Purchaser may reasonably request so as amendment required to provide Purchaser with the benefits of the Nonassignable Assets novate all Liabilities under any and to effect collection of money all Contracts or other consideration Liabilities that becomes due constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities; provided, however, that the allocation between Seller and Purchaser of payments of consideration, fees and costs payable under the Nonassignable Assetsto any third party (or its agents) from whom any such consent, and the Company substitution, approval or amendment is requested shall promptly pay over to Purchaser all money or other consideration received be governed by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect theretoSection 7.3.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser DocumentsAgreement, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Entity or is cancelable by a third party in the event of an assignment (“"Nonassignable Assets”") unless and until such consent shall have been obtained. The Company With respect to Contracts or Permits, Seller shall, and shall cause its Affiliates to, use its commercially reasonable efforts to cooperate with Purchaser at its request for up to 180 days following the Closing Date in endeavoring to obtain such consents promptly; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Purchaser and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the Company applicable Affiliate of Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Company’s Seller's or such Affiliate's name and all benefits and obligations existing thereunder shall be for Purchaser’s 's account. The Company Seller shall take or cause to be taken at the Company’s Purchaser's expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the Company applicable Affiliate of Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s 's expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate's behalf with respect thereto, and Purchaser agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Purchaser's performance of, or failure to perform, such obligations under the Nonassignable Assets, except where such Liabilities and Losses are due to the gross negligence or willful misconduct of Seller or any Affiliate of Seller.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Initial Closing or the License-Related Asset Purchase Closing, the Company as applicable, Sellers and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company other Transaction Documents and to assure fully to the Company Sellers and its Affiliates and their successors and assigns, the assumption of the liabilities Liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser other Transaction Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor Assuming the consummation proper filing of the transactions contemplated hereby UCC-3 financing statements by Purchaser, at the Initial Closing and the License-Related Asset Purchase Closing, the Initial Purchased Assets or License-Related Purchased Assets, as applicable, shall be construed sold, transferred, assigned and conveyed to Purchaser free and clear of all liens, mortgages, licenses, pledges, security interests, conditional sales agreements, charges, claims, options, rights of set-off or recoupment, conditions, easements and restrictions of record and any other encumbrances of any kind or nature whatsoever (collectively, "Encumbrances") other than Permitted Encumbrances (which for purposes of this Section 2.5(b) shall exclude liens securing debt as disclosed in the Financial Statements). (c) Purchaser agrees that it shall indemnify the Sellers and their Affiliates (collectively, "Indemnified Parties" and individually, an attempt or agreement to assign "Indemnified Party") from and against any Purchased Assetamounts and expenses, including any ContractLiabilities relating to or arising from any investigations, Permitclaims, certificatedemands or Legal Proceedings ("Losses") relating to, approvalresulting from or arising out of any claim of any Person alleging that an Indemnified Party is liable or otherwise responsible for any Assumed Liabilities (a "Claim"). (d) With respect to Purchased Contracts or Permits that Purchaser believes are useful for the Business after the Initial Closing Date, authorization or other rightSellers shall, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company shall cause their Affiliates to, use its their commercially reasonable efforts to cooperate with Purchaser at its request following the Initial Closing Date in endeavoring to obtain such consents promptly. To without any obligation on the extent permitted by applicable Lawpart of Sellers or their respective Affiliates to incur any fees or expenses in connection therewith. (e) Without any further action on its behalf or on behalf of Sellers, in Purchaser shall be deemed to have been assigned each Nonassignable Contract, and any other Purchased Contract that has not yet been assigned, whether or not assignable, at the event earlier of (a) the receipt of third party consents to the assignment thereof cannot be obtained, of such Nonassignable Contract, or (b) December 31, 2004, the earlier of such dates, the "Nonassignable Contract Assignment Date". Nothing in this Agreements shall require Sellers or any of its Affiliates to incur any out-of-pocket expenses or Liabilities or provide any financial accommodation or to remain or become secondarily or contingently liable for any Assumed Liability in order to obtain any such consent except for reasonable legal fees related to such efforts in connection with the License-Related Purchased Assets shall be held, as of and from the Closing Date, by the Company in trust for Closing. Purchaser and the covenants and obligations thereunder Sellers shall be performed by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take use their respective commercially reasonable efforts to obtain, or cause to be taken at obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the Company’s expense unconditional release of Sellers and their Affiliates so that, in all cases, Purchaser shall be solely responsible for such actions in its name or otherwise as Purchaser may reasonably request so as Liabilities after the applicable Closing with respect to provide Purchaser with the benefits such Assumed Liabilities. (f) The transfer of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred FCC Licenses held by the Company in connection with License Subsidiaries indirectly as a result of the collection. As sale of and from the Closing DateCompany's Membership Interest therein or directly, the Company authorizes if so elected by Purchaser, shall be subject to obtaining FCC Approval prior to such transfer. Control over the extent permitted License Subsidiaries and/or their FCC Licenses shall not be conveyed by applicable Law and Company or assumed by Purchaser until the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect theretoFCC Approval has been obtained by Final Order.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing and except as prohibited by Law, Seller shall, or shall cause its Affiliates to, make available to Purchaser such data in Seller’s or its Affiliates’ personnel records for the Transferred Employees as is reasonably necessary for Purchaser to transition such Employees onto the records of Purchaser or Purchaser’s designee. (b) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser or its designee and its their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser or its designee under this Agreement Agreement, the Seller Documents and the Company Purchaser Documents and to assure fully to the Company Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations Liabilities intended to be assumed by Purchaser under this Agreement Agreement, the Seller Documents and the Purchaser Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Contract or Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party or Governmental Body in the event of an assignment (the “Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall use its commercially reasonable efforts to cooperate with Purchaser at its reasonable request in endeavoring to obtain such consents promptlyconsents. To the extent permitted by applicable Law, in In the event consents to the assignment thereof cannot be obtainedobtained prior to Closing Date, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller shall take take, or cause to be taken taken, at the CompanyPurchaser’s expense sole cost and expense, such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and Seller shall cause their respective Affiliates the Selling Affiliate to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers title and privileges interests intended to be conveyed to Purchaser under this Agreement and the Company Transfer Documents and to assure fully to Seller and the Company Selling Affiliate and its their successors and assigns, assigns the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Transfer Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased AssetAsset or Shares, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable not assignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall use its commercially reasonable efforts to cooperate with Purchaser at its request for up to 90 days following the Closing Date in endeavoring to obtain such consents promptly. To promptly and shall cooperate with Purchaser and its Affiliates in any lawful, contractually permitted and economically feasible arrangement to provide that Purchaser and its Affiliates shall receive the interest of Seller and the Selling Affiliate in the benefits under any such Contract, Permit, certificate, approval, authorization or other right, including performance by Seller or the Selling Affiliate as agent; provided that Purchaser shall, or shall cause its applicable Affiliate to, undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent permitted by Purchaser, or its applicable LawAffiliate, in the event consents would have been responsible therefor hereunder if such consent had been obtained. Any and all upfront amounts paid for administrative costs to the assignment thereof cannot be obtainedobtain a consent, such Nonassignable Assets shall be held, as of and from whether before or after the Closing Date, shall be borne equally by the Company in trust for Purchaser and Seller. All costs associated with obtaining a consent other than those costs described in the covenants and obligations thereunder foregoing sentence shall be performed borne by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take or cause to be taken at the Company’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) Except to the extent set forth in Section 9.13, promptly after the Closing Date, the Company shall cause the Memoranda, the Deed and the Assignment Agreement (Easements) to be recorded in the official public records of the relevant counties where the Red River Interests are located. From time to time following the Closing, the Company and Purchaser Parties shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the Company and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser the Company under this Agreement and the Company Documents Plains Ancillary Agreements and to assure fully to the Company and its their respective successors and assigns, the assumption of the liabilities Assumed Liabilities and obligations intended to be assumed by Purchaser the Company under this Agreement and the Purchaser Documents, Plains Ancillary Agreements and to otherwise make effective the transactions contemplated hereby and therebyherein. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby by this Agreement and the Plains Ancillary Agreements shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other rightRed River Interest, which by its terms or by Law is nonassignable non-assignable without the consent of a third party or a Governmental Authority Entity or is cancelable by a third party in the event of an assignment (the “Nonassignable Non-assignable Assets”) ), unless and until such consent shall have been obtained. The Company shall use its commercially reasonable efforts to obtain such consents promptly. To the extent permitted by applicable Law, in Law and under the event consents to terms of the assignment thereof cannot be obtainedNon-assignable Assets, such Nonassignable Non-assignable Assets shall be held, as of and from following the Closing DateClosing, by Plains or the Company applicable Affiliate of Plains in trust for Purchaser the Company, and the covenants and obligations thereunder shall be performed by Purchaser in the Company’s name Company and all benefits and obligations existing thereunder shall be for Purchaserthe Company’s account. The Company Plains shall take or cause to be taken at the Company’s expense all such actions in its Plains’ name or otherwise as Purchaser the Company may reasonably request so as to provide Purchaser the Company with the benefits of the Nonassignable Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Non-assignable Assets, and Plains or the Company applicable Affiliate of Plains shall promptly pay over to Purchaser the Company all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionNon-assignable Assets. As of and from following the Closing DateClosing, each of Plains and Delek, on behalf of itself and its Affiliates, authorizes the Company authorizes PurchaserCompany, to the extent permitted by applicable Law and the terms of the Nonassignable AssetsNon-assignable Assets documents, at Purchaserthe Company’s expense, to perform all the obligations and receive all the benefits of Plains or the Company applicable Affiliate of Plains under the Nonassignable Non-assignable Assets. Notwithstanding anything to the contrary in this Agreement, neither Plains nor Delek shall in any way be (i) liable for any costs or Losses in connection with any Non-assignable Assets and appoints Purchaser its attorney-in-fact for which the consent of any applicable third party is not obtained or (i) obligated to act pay any amounts in its name on its behalf connection with respect theretoany efforts to obtain any such consents.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing and except as prohibited by Law, the Seller shall, or shall cause its Affiliates to, make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such Employees into Purchaser’s records. (b) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Seller Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall, and shall cause its Affiliates to, use their respective best efforts to cooperate with Purchaser at its commercially reasonable efforts request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company Seller or the Affiliate of the Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s or Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller shall take or cause to be taken at the CompanySeller’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company Seller or each applicable Affiliate of the Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company authorizes Seller on behalf of itself and its Affiliates authorize Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints appoint Purchaser its attorney-in-fact to act in its respective name on its behalf or in the name of such Affiliate of the Seller and on such Affiliate’s behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing and except as prohibited by Law, Seller shall, or shall cause its Subsidiaries to, make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser’s records. (b) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, assets, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Seller Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) If the balance due on any Mortgage Loan, Beacon Loan or Lease to be purchased pursuant to this Agreement has been reduced by Seller as a result of a payment by check received prior to the Closing, which item is returned after the Closing, the purchase price applicable to the transferred loan or lease shall be correspondingly increased, and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon receipt of funds in the amount of such returned item. (d) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment or purported assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to cooperate with Purchaser at its request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by either Seller or the Company in trust applicable Subsidiary of Seller for the benefit of Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s or such Subsidiary’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller shall take or cause to be taken at the CompanyPurchaser’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the Company applicable Subsidiary of Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller on behalf of itself and its Subsidiaries authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Subsidiaries under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Subsidiary of Seller and on such Subsidiary’s behalf with respect thereto. (e) With respect to all Credit Protection Instruments, all coverage will continue to be the obligation of the current insurer after the Closing Date and for the duration of such insurance as provided under the terms of the policy or certificate to the extent permitted under such Credit Protection Instruments and without further cost to Seller. If Purchaser becomes the beneficiary of the Credit Protection Instruments, Seller and Purchaser agree to cooperate in good faith to develop a mutually satisfactory method by which the current insurer will make rebate payments to and satisfy claims of the holders of such Credit Protection Instruments after the Closing Date. The parties’ obligations in this Section 2.5 are subject to any restrictions contained in existing insurance contracts and to applicable Law.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, shall (and Purchaser shall cause their respective Affiliates to, the applicable member of the Purchaser Group (including the Purchased Subsidiaries) to execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its the applicable member of the Purchaser Group and their successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers titles and privileges intended interests in and to be conveyed to Purchaser the Purchased Assets under this Agreement and the Company Transfer Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed Assumed Liabilities by Purchaser and the applicable member of the Purchaser Group under this Agreement and the Purchaser Transfer Documents, and to otherwise make effective the transactions contemplated hereby and thereby. If either Party following the Closing (i) becomes aware that Purchaser or the applicable member of the Purchaser Group does not have in its possession certain technical schematics, designs, manuals, records and other documentation owned by Seller or its Subsidiaries and used in the operation of the Business as of the Closing Date and that constitute or should constitute Purchased Assets (including with respect to products in development) (“Materials”) and (ii) has a reasonable belief that Seller or its Subsidiaries may have such Materials in its possession, then Seller shall use commercially reasonable efforts to make copies of such Materials available to Purchaser or the applicable member of the Purchaser Group. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company If any such consent is not obtained prior to the Closing, (i) Seller, at its own expense, shall use its commercially reasonable efforts to cooperate with Purchaser following the Closing Date to obtain, or cause to be obtained, any such consent, substitution, approval or amendment promptly; provided, however, that Seller shall not take any material action relating to any Nonassignable Assets without the prior written consent or approval of Purchaser, and (ii) Purchaser shall use its commercially reasonable efforts to cooperate with Seller following the Closing Date to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to (x) novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities, or (y) obtain in writing the unconditional release of Seller and its Affiliates so that, in any such consents promptlycase, Purchaser (or the applicable member of the Purchaser Group) shall be solely responsible for the Assumed Liabilities. Notwithstanding anything to the contrary, except as set forth in Section 2.5 of the Disclosure Letter, Seller and its Affiliates shall not be required to take any action or incur any expenses or Liabilities to obtain any such consent. (c) To the extent permitted by applicable LawLaw and the terms of the Nonassignable Assets, in the event consents to the assignment thereof cannot be obtainedobtained at or prior to the Closing, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company Seller, consistent with any contractual obligation or any applicable legal or fiduciary obligation under applicable Law, in trust for Purchaser (or the applicable member of the Purchaser Group) and the covenants and obligations thereunder shall be performed by Purchaser (or the applicable member of the Purchaser Group) in the CompanySeller’s name and all benefits and obligations existing thereunder shall be for Purchaser’s (or the applicable member of the Purchaser Group’s) account. The Company Without limiting Seller’s obligations under Section 2.5(b), Seller shall take or cause to be taken taken, at the CompanyPurchaser’s expense expense, such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser or the applicable member of the Purchaser Group with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company Seller shall promptly pay over to Purchaser (or the applicable member of the Purchaser Group) all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, Seller authorizes Purchaser (or the Company authorizes Purchaserapplicable member of the Purchaser Group), to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser (or the applicable member of the Purchaser Group) its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto, and Purchaser agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Purchaser’s or the applicable member of the Purchaser Group’s performance of, or failure to perform, such obligations under the Nonassignable Assets.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Sellers and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers titles and privileges interests intended to be conveyed to Purchaser under this Agreement and the Company Transfer Documents and to assure fully to the Company Sellers and its their Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Transfer Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment without its consent (“Nonassignable Assets”) unless and until such consent to assignment shall have been obtained. The Company With respect to the Nonassignable Assets, Parent shall use its commercially reasonable efforts Commercially Reasonable Efforts for up to one hundred and eighty (180) days following the Closing Date to obtain such consents promptly; provided, however, that such efforts shall not require Parent or any of its Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Purchaser shall use its Commercially Reasonable Efforts to cooperate with Parent at its request to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Assumed Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Parent and its Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities. To the extent permitted by applicable LawLaw and the terms of the Nonassignable Assets, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing DateEffective Time, by the Company Parent in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanyParent’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Parent shall take or cause to be taken at the Company’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company Parent shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing DateEffective Time, the Company Parent authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Parent or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Parent and on such Affiliate’s behalf with respect thereto, and Purchaser agrees to indemnify and hold Parent and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Damages based upon, arising out of or relating to Purchaser’s performance of, or failure to perform, such obligations under the Nonassignable Assets. (c) If a required consent with respect to a Nonassignable Asset is obtained after the Effective Time, the Nonassignable Asset subject to such consent shall be deemed to have been assigned and transferred to Purchaser as of the date such consent is effective.

Further Conveyances and Assumptions; Consent of Third Parties. 2.6.1. Effective at the Closing, Conduit hereby irrevocably and unconditionally constitutes and appoints the Company the true and lawful attorney of Conduit, with full power of substitution, in the name of Conduit or the Company, but on behalf of and for the benefit of the Company and at the Company’s cost and expense: (ai) to demand and receive from time to time any and all the Transferred Assets and to make endorsements and give receipts and releases for and with respect to the same and any part thereof; and (ii) to institute, prosecute and settle any and all actions or proceedings that the Company may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Transferred Assets; (iii) to defend or settle any or all actions or proceedings with respect to any of the Transferred Assets, except that if indemnification is sought by the Company under Section 8.6, the provisions of Section 8.6 shall apply to such action or proceeding and the Company may not be entitled to defend or settle such action or proceeding except as set forth in Section 8.6, (iv) to do all such acts and things in relation thereto as the Company shall deem necessary or desirable. Conduit hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. Conduit shall deliver to the Company at the Closing an acknowledged power of attorney to the foregoing effect executed and notarized and/or apostiled by Conduit as applicable as soon as reasonably practicable upon the Company’s demand, and in a form consistent with this Section 2.6.1. 2.6.2. Without limiting the foregoing, in the event that Conduit receives, at any time after the Closing, any payments that is a Transferred Asset or that arise after the Closing and relate to the Business (including from any customer for payment under any Transferred Contract, but excluding any Excluded Asset), Conduit shall hold any such payments on trust for the Company and promptly transfer such payment to the Company (or any Affiliate of the Company designated by the Company). In the event that the Company receives, at any time after the Closing, any payments arising prior to the Closing and related to the Business (including from any customer or any Excluded Asset), the Company shall hold any such payments on trust for Conduit and promptly transfer such payment to Conduit (or any Affiliate of Conduit designated by it). In the event that the Company receives, at any time after the Closing, any request, demand or invoice for payments that are Excluded Liabilities, then the Company shall promptly provide such request, demand or invoice to Conduit for payment. 2.6.3. From time to time following the ClosingClosing and without additional consideration to Conduit, Conduit and the Company and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver in a reasonably prompt manner, all such further deeds, agreements, instruments, conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, in each case, as may be commercially reasonably necessary or appropriate to assure fully to Purchaser the Company and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser the Company under this Agreement and Agreement, including with respect to the Company Documents Transferred Assets, and to assure fully to the Company Conduit and its Affiliates, successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser DocumentsAssumed Liabilities, and to otherwise make effective the transactions contemplated hereby and thereby. In addition, Conduit shall provide the Company with all information and copies of all Documents in its possession, which are part of the Excluded Assets and relate to Tax liabilities, as may be reasonably required to enable the Company to prepare its Tax returns for any post-closing Tax period. 2.6.4. Notwithstanding anything to the contrary contained in this Agreement and without derogating from any of Conduit's obligations contained in this Agreement, to the extent the assignment, transfer, conveyance or delivery or attempted assignment, transfer, conveyance or delivery to the Company of any Transferred Asset (including, any Transferred Intellectual Property Licenses) is prohibited by any applicable law or would require any Consent or Permit of any Governmental Body or any third party, and such Consents or Permits shall not have been obtained prior to the Closing Date and the obtaining thereof is not a condition to the Closing, or that Closing has occurred irrespective that such condition was not met, then (other than in respect of sub-section (ii) below) this Agreement will not constitute an agreement to assign or transfer any such Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom and following the Closing, and without limiting the provisions set forth in Section ‎6: (i) with respect to any Transferred Assets other than those governed by the other sub-sections below: Conduit shall be deemed to hold the respective Transferred Asset and all rights, benefits and privileges with respect thereto as a trustee for the sole benefit of the Company and shall manage such Transferred Asset solely in accordance with instructions of the Company. The parties shall use their respective reasonable best efforts, and cooperate with each other, to obtain promptly such Consents or Permits. Pending such Consent or Permit, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Company the full benefits of use of such Transferred Asset, Conduit shall act on the reasonable instructions of the Company and Conduit shall not take any action in respect of the Transferred Asset without the prior written approval of the Company. Once such Consent or Permit for the assignment, transfer, conveyance or delivery of a Transferred Asset not assigned, transferred, conveyed or delivered at the Closing is obtained, Conduit shall promptly assign, transfer convey or deliver, or cause to be assigned, transferred, conveyed and delivered, such Transferred Asset to the Company for no consideration. The Company shall be bound by and assume all Liabilities and Assumed Liabilities arising out of or relating to such Transferred Asset which shall be Assumed Liabilities, regardless of whether or not the Consent or Permit was obtained, provided that the Company receives the full benefit of such Transferred Asset. (bii) Nothing with respect to any Transferred Intellectual Property the registration of which was not yet completed and perfected in this Agreement nor the consummation name of the transactions contemplated Company with the relevant Governmental Body prior to the Closing, then without limitation of any other rights of the Company, to the extent necessary to grant to the Company full and unrestricted use of such Transferred Intellectual Property, Conduit hereby grants to the Company, effective as of the Closing, an irrevocable, perpetual, royalty free, fully paid, worldwide, unrestricted, assignable, sub-licensable, exclusive license to make or have made any use or exploitation with respect thereto, and to copy, modify, reproduce, decompile, distribute, market, sell, export, import, license, modify such Transferred Intellectual Property and create derivative works in respect thereof. The Company shall be construed as an attempt bound by and assume all Liabilities and Assumed Liabilities arising out of or agreement relating to assign such Transferred Intellectual Property which shall be Assumed Liabilities, regardless of when such registration is completed and perfected, provided that the Company receives the full benefit of such Transferred Intellectual Property; (iii) with respect to any Purchased AssetTransferred Intellectual Property Licenses: the use of such licenses by the Company shall be governed by the Conduit Services Agreement for the term of such agreement, including any Contractexcept to the extent that the Company shall, Permitat its expense, certificateobtain the required consent or right to use (or a renewal of a right of use that has terminated or expired) such third party Intellectual Property Licenses; (iv) with respect to non-disclosure, approvalnon-competition, authorization or other rightnon-solicitation and invention assignment agreements, provisions and arrangements to which Conduit is a party, which are primarily related to the Transferred Assets and/or the Business, the Transferred Intellectual Property or current or former employees, service providers or consultants of Conduit who are or were primarily engaged in the Business (the “Business NDA Agreements”) solely to the extent that such Business NDA Agreements relate to the Transferred Assets, and/or the Business and/or the Transferred Intellectual Property, the Company shall be entitled to benefit, for no consideration, from the rights of Conduit thereunder; provided that the Company shall be bound by its terms and assume all Liabilities and Assumed Liabilities (as if the Business NDA Agreements were Transferred Contracts) arising out of or relating to such Business NDA Agreements which shall be Assumed Liabilities, regardless of whether or not they are assigned. In case of a claimed infringement or breach by Law any third party under a Business NDA Agreement related to the Transferred Assets and/or the Business and/or the Transferred Intellectual Property, at the request of the Company, Conduit shall institute Legal Proceedings and take any other reasonable actions, at the reasonable direction of the Company, against such infringing or breaching party, subject to Conduit’s written consent (which shall not be unreasonably withheld; it being clarified that the existence or potential of relations between Conduit and such Third Party shall constitute a reasonable reason for withholding consent). If such Legal Proceeding is nonassignable instituted then the Company shall assume the prosecution and handling of such Legal Proceedings, and all the reasonable expenses incurred by Conduit with respect to the above shall be borne and paid by the Company. Conduit shall not settle or compromise or permit a default or consent to entry of any judgment without the consent of a third party or a Governmental Authority or the Company, which shall not be unreasonably withheld. Nothing herein shall restrict the Company's rights to pursue any action to which it is cancelable by a third party in legally entitled independently of Conduit. 2.6.5. In the event of an assignment that after the Closing the Company or Conduit discovers any asset or liability that is Transferred Assets or Assumed Liabilities, as applicable (“Nonassignable Assets”) unless and until such consent shall or should have been obtained. The Company listed on a scheduled thereto or explicitly listed hereto), or any Transferred Asset or Assumed Liability that was not explicitly identified hereunder for any reason (subject to Section ‎2.6.4), then such party shall use its commercially reasonable efforts to obtain promptly notify the other party and such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets and asset or liability shall be helddeemed a Transferred Asset or Assumed Liability under this Agreement, for no consideration, effective as of and from the Closing Date, by the Company in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take or cause to be taken at the Company’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect theretoClosing.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and Seller shall cause their respective Affiliates the Selling Affiliate to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser, U.S. Purchaser and its their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers title and privileges interests intended to be conveyed to Purchaser or U.S. Purchaser, as the case may be, under this Agreement and the Company Transfer Documents and to assure fully to Seller and the Company Selling Affiliate and its their successors and assigns, assigns the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Transfer Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased AssetAsset or Shares, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable not assignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall use its commercially reasonable efforts to cooperate with Purchaser at its request for up to 90 days following the Closing Date in endeavoring to obtain such consents promptly. To promptly and shall cooperate with Purchaser and its Affiliates in any lawful, contractually permitted and economically feasible arrangement to provide that Purchaser and its Affiliates shall receive the interest of Seller and the Selling Affiliate in the benefits under any such Contract, Permit, certificate, approval, authorization or other right, including performance by Seller or the Selling Affiliate as agent; provided that Purchaser shall, or shall cause its applicable Affiliate to, undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent permitted by Purchaser, or its applicable LawAffiliate, in the event consents would have been responsible therefor hereunder if such consent had been obtained. Any and all upfront amounts paid for administrative costs to the assignment thereof cannot be obtainedobtain a consent, such Nonassignable Assets shall be held, as of and from whether before or after the Closing Date, shall be borne equally by the Company in trust for Purchaser and Seller. All costs associated with obtaining a consent other than those costs described in the covenants and obligations thereunder foregoing sentence shall be performed borne by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take or cause to be taken at the Company’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, Seller shall, or shall cause its Affiliates to, make available to Purchaser such non-confidential data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser’s records. (b) From time to time following the Company Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities Liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser DocumentsSeller Agreements, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall, and shall cause its Affiliates to, use its commercially reasonable best efforts to cooperate with Purchaser at its request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the Company applicable Affiliate of Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller shall take or cause to be taken at the CompanyPurchaser’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the Company applicable Affiliate of Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name and on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller Entities and Purchaser shall, and shall cause their respective Affiliates (including BPP) to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assumptions and releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assignsassigns or the Seller Entities or their respective successors and assigns (as the case may be), all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser or retained by or transferred to the Seller Entities under this Agreement and the Company Seller Documents and to assure fully to the Company Seller Entities and its their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Documents, and to otherwise make effective the transactions contemplated hereby and thereby, including (i) transferring back to Seller or the applicable Seller Sub any asset or Liability not contemplated by this Agreement to be a Transferred Asset, Assumed Liability, BPP Retained Asset or BPP Agreed Liability, as applicable, which asset or Liability was transferred to Purchaser or its Designated Affiliate(s) at the Closing or retained by BPP and (ii) transferring to Purchaser, its Designated Affiliate(s) or BPP any Transferred Asset, BPP Retained Asset, Assumed Liability or BPP Agreed Liability, as applicable, which was not transferred to Purchaser or its Designated Affiliate(s) at Closing or retained by BPP. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Transferred Asset, including any Contract, Permit, certificate, approval, authorization Permit or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Third Person or is cancelable by a third party Third Person in the event of an assignment (“Nonassignable Non-Assignable Assets”) unless and until such consent shall have been obtained. The Company With respect to Contracts and Permits that constitute Non-Assignable Assets, the Seller Entities shall, and shall cause their respective Affiliates to, use its their respective commercially reasonable efforts to cooperate with Purchaser at its request for up to 90 days following the Closing Date to obtain such consents promptly. ; provided, however, that such cooperation shall not require Seller or any of its Affiliates to incur any Expenses or provide any financial accommodation or to remain secondarily or contingently liable on any Contract or Permit to obtain any such consent with respect to any such Non-Assignable Asset, except to the extent that Purchaser has agreed in writing to reimburse Seller for such Expenses or indemnify Seller for remaining secondarily liable or contingently liable; provided, further, however, that the Seller Entities shall be obligated to continue to spend any unused balance of the $250,000 referenced in Section 7.3(a) hereof to obtain any Required Consents waived by Purchaser at or before Closing during the ninety (90) day period following the Closing Date. (c) To the extent permitted by applicable Law, in the event consents to the assignment thereof of any Non-Assignable Asset cannot or will not be obtainedobtained and the Closing nevertheless occurs, at Purchaser’s request, such Nonassignable Non-Assignable Assets shall be held, as of and from the Closing Date, by the Company applicable Seller Entity or the applicable Affiliate of such Seller Entity in trust for Purchaser and the covenants and obligations thereunder and Liabilities incurred in connection therewith (to the extent such Liabilities are Assumed Liabilities) shall be performed by Purchaser in the Companysuch Seller Entity’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller Entities shall take or cause to be taken at the CompanyPurchaser’s expense such lawful actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Non-Assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Non-Assignable Assets, and the Company applicable Seller Entity or the applicable Affiliate of such Seller Entity shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount Non-Assignable Assets; provided, however, that such obligations of any expenses incurred by Seller Entity shall not extend beyond the Company in connection with remaining term of such Contract or Permit as of the collectionClosing Date. As of and from the Closing Date, the Company each Seller Entity on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Non-Assignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller Entities or their Affiliates under each of the Nonassignable Non-Assignable Assets that constitutes a Contract and appoints shall appoint Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of such Seller Entity and on such Affiliate’s behalf with respect theretothereto pursuant to the Powers of Attorney to be delivered by the Seller Entities at Closing. (d) The Seller Entities and Purchaser agree that after the Closing they will hold and will promptly transfer and deliver, from time to time as and when received by them, any cash, checks with appropriate endorsements (using their commercially reasonable efforts not to convert such checks into cash), or other property that they may receive after the Closing Date which properly belongs to the other party (including any insurance proceeds), and will account to the other parties for all such receipts. From and after the Closing, Purchaser shall have the right and authority to endorse without recourse the name of any Seller Entity on any check or any other evidences of indebtedness received by Purchaser with respect to any account receivable or other monies owing on account of the Business to the extent included in the Transferred Assets, and, at the Closing, the Seller Entities shall execute and deliver Powers of Attorney to evidence the same.

Further Conveyances and Assumptions; Consent of Third Parties. 2.5.1. Effective at the Closing, the Sellers hereby irrevocably constitute and appoint each of the Purchasers the true and lawful attorneys (aseparately and jointly) From of each of the Sellers, with full power of substitution, in the name of the Sellers or Purchasers, but on behalf of and for the benefit of the Purchasers and at Purchasers' cost and expense: (i) to demand and receive from time to time any and all the Purchased Assets and to make endorsements and give receipts and releases for and with respect to the same and any part thereof; and (ii) to institute, prosecute and settle any and all actions or proceedings that Purchasers may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets; (iii) to defend or settle any or all actions or proceedings with respect to any of the Purchased Assets, except that if indemnification is sought by the Purchasers under Section 11, the provisions of Section 11 shall apply to such action or proceeding and the Purchasers may not be entitled to defend or settle such action or proceeding except as set forth in Section 11, (iv) to do all such acts and things in relation thereto as Purchasers shall deem necessary or desirable. Each of the Sellers hereby acknowledge that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. Each of the Sellers shall deliver to the Purchasers at the Closing an acknowledged power of attorney to the foregoing effect executed and notarized and/or apostiled by each of the Sellers in the form attached hereto as SCHEDULE 2.5. 1. Without limiting the foregoing, in the event that the Sellers receive, at any time after the Closing, any payments related to the Business (including without limitation from any customer for payment under any Purchased Contract), the Sellers shall promptly transfer such payment to the Purchasers (or any Affiliate of the Purchasers designated by the Purchasers) as designated by the Parent. 2.5.2. Without derogating from anything in Section 2.5.1, from time to time following the ClosingClosing and without additional consideration to the Sellers, the Company Sellers and Purchaser Purchasers shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver in a reasonably prompt manner, all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, in each case, as may be commercially reasonably necessary or appropriate to assure fully to Purchaser Purchasers and its their respective successors or assignsassignees, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser the Purchasers under this Agreement and including with respect to the Company Documents Purchased Assets and to assure fully to the Company Sellers and its their Affiliates, successors and assignsassignees, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser DocumentsAssumed Liabilities, and to otherwise make effective the transactions contemplated hereby and therebythereby provided that Purchasers shall bear all expenses in connection with the foregoing. In addition, the Sellers shall provide Purchasers with all information, and copies of all Documents, which are part of the Excluded Assets and relate to Tax liabilities and attributes of the Sellers, as may be required to enable Purchasers to prepare their Tax Returns for any post-closing Tax period. The obligations of the Sellers under this Section 2.5.2 shall expire after 12 months from the Closing Date. (b) Nothing 2.5.3. Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchasers of any Purchased Asset is prohibited by any applicable law or would require any Governmental Body 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 or that Closing has occurred irrespective that such condition was not met, and the obtaining thereof is not a condition to the Closing, then this Agreement nor the consummation of the transactions contemplated hereby shall be construed as will not constitute an attempt or agreement to assign any such Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom and following the Closing, and without limiting the provisions set forth in Section 7.3, the Sellers shall be deemed to hold the respective Purchased Asset and all rights, benefits and privileges with respect thereto as a trustee for the sole benefit of the Purchasers and at the Purchasers' sole cost and expense (including the allocation of any resources that may be required in connection with such Purchased Assets which may include provisions of the required services and personnel as subcontractors of the Sellers) and shall manage such Purchased Asset solely in accordance with instructions of the Parent, and the parties shall use their respective reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent, or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchasers the full benefits of use of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, the Sellers shall promptly assign, transfer convey or deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to the Purchasers for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits of use of any such Purchased Asset cannot be provided to the Purchasers following the Closing, the Purchasers and the Sellers shall enter into such arrangements for no additional consideration from the Purchasers (including subleasing or subcontracting if permitted) at the Purchasers' sole cost and expense (including the allocation of any resources that may be required in connection with such Purchased Assets which may include provisions of the required services and personnel as subcontractors of the Sellers), to provide to the Purchasers the operational equivalent of obtaining such authorization, approval, consent or waiver, to the extent possible. Without limitation of the foregoing, in the event that at the Closing the registration of any Transferred Intellectual Property in the name of the applicable Purchaser with the relevant Governmental Body was not yet completed and perfected then without limitation of any other rights of the Purchasers, to the extent necessary to grant to the Purchasers full and unrestricted use of such Transferred Intellectual Property, each of the Sellers hereby grants to each of the Purchasers, effective as of the Closing and subject to any Purchased Intellectual Property Licenses, an irrevocable, perpetual, royalty free, fully paid, worldwide, unrestricted, exclusive license to make any use or exploitation with respect thereto. The obligations of the Sellers under this Section 2.5.3 shall expire after 12 months from the Closing Date. 2.5.4. In the event that during the period of 12 months following the Closing, the Purchasers discover any Contract, PermitSoftware, certificateCopyright, approval, authorization Trademark or other rightitem of Intellectual Property or other asset owned by the Sellers as of the Closing and used in conducting the Business prior to Closing (an "ADDITIONAL ASSET"), but was not properly transferred to the Purchasers for any reason, then the Sellers undertake to license or transfer such Additional Asset, as applicable under this Section, to the applicable Purchaser in accordance with the provisions hereunder, and such item shall be deemed a Purchased Asset or Transferred Intellectual Property under this Agreement, for no additional consideration. Sellers shall provide upon Purchasers' request, written confirmation and, such item shall be transferred, and in any event shall be deemed a part of the Purchased Assets and any Liability in connection therewith shall be considered as an Assumed Liability. If any of the Sellers so discover any such Additional Asset, it shall notify the Purchasers and, the Purchasers shall undertake to receive the Additional Asset, and the Sellers shall be deemed to have licensed or transferred such Additional Asset together with the respective Liability (if any) to Purchasers in accordance with the terms of this Section. 2.5.5. To the extent any amount due to Purchasers under a Purchased Account Receivable or that is otherwise related to the Business is paid by a Third Party to the Sellers following the Closing Date, then the Sellers shall promptly forward such amounts in full to the Purchasers. 2.5.6. The Purchasers shall be entitled to benefit from the rights of the Sellers under all non-disclosure, non-competition, non-solicitation and assignment agreements (not including the exhibits attached to this Agreement), provisions and arrangements to which the Sellers are a party, which are related to the Purchased Assets and/or the Business, the Transferred Intellectual Property or current or former employees of the Sellers who are or were engaged in the Business (the "NDA AGREEMENTS") solely to the extent that such NDA Agreements relate to the Purchased Assets, and/or the Business and/or the Transferred Intellectual Property. In case of a claimed infringement or breach by its terms any Third Party under an NDA Agreement related to the Purchased Assets and/or the Business and/or the Transferred Intellectual Property, at the request of the Purchasers or the Parent, the Sellers shall institute Legal Proceedings and take any other reasonable actions, at the reasonable direction of the Purchasers, against such infringing or breaching party. All the expenses incurred by Law is nonassignable the Sellers, including reasonable fees for the time spent by Sellers' employees, shall be borne and paid by Purchasers, and the Sellers shall not be required to take any such actions unless all such expenses are paid in advance or are otherwise guaranteed by the Purchasers. The Sellers shall not settle or compromise or permit a default or consent to entry of any judgment without the consent of a third party or a Governmental Authority or the Parent, which shall not be unreasonably withheld. Nothing herein shall restrict Purchasers' rights to pursue any action to which it is cancelable by a third party legally entitled independently of the Sellers. 2.5.7. For the avoidance of doubt, nothing in the event Section 2.5 shall obligate any of an assignment (“Nonassignable Assets”) unless the Sellers to maintain any Employees engaged with the Sellers or shall prevent the Sellers from initiating and until such consent finalizing any winding up of liquidation process of the Sellers before the termination of the applicable periods specified in this Section 2.5, and any of the foregoing shall have been obtained. The Company shall use its commercially reasonable efforts to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as deemed a breach of the obligations of the Sellers hereunder and from the Closing Date, upon liquidation by the Company in trust for Purchaser and the covenants and Sellers their obligations thereunder under this Section 2.5 shall be performed by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take or cause to be taken at the Company’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect theretoexpire.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing and except as prohibited by Law, Seller shall, or shall cause its Affiliates to, make available to Purchaser and its designated Affiliates such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser and its designated Affiliates to transition such Employees into Purchaser’s records. (b) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser Purchaser, its designated Affiliates and its their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser or its designated Affiliates under this Agreement and the Company Seller Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser or its designated Affiliates under this Agreement and the Purchaser Seller Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (or such assignment would be in breach of, or result in a default under, such Contract) (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall, and shall cause its Affiliates to, use its commercially reasonable best efforts to cooperate with Purchaser and its designated Affiliates at their request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take or cause to be taken at the Company’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect thereto.the

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing and except as prohibited by Law, U.S. Sellers shall make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such Employees into Purchaser’s records. (b) From time to time following the Closing, the Company Sellers and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Sellers and its their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased AssetAsset or any Israeli Purchased Assets, including any Contract, Permit, certificate, approval, authorization or other rightright or any Assumed Liability, which by its terms or by Law or Environmental Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Each Seller shall, and shall cause its Affiliates to, use its commercially reasonable best efforts to cooperate with Purchaser at Purchaser’s request in endeavoring to obtain such consents promptlyby investing reasonable efforts. To the extent permitted by applicable Law or Environmental Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company applicable Seller or an Affiliate of such Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Companyapplicable Seller’s or Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Each Seller shall take or cause to be taken at the CompanyPurchaser’s expense such actions in its such Seller’s name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and such Seller or the Company applicable Affiliate of such Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company each Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law or Environmental Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company any Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of such Seller and on such Affiliate’s behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following after the Closing, Seller shall, or shall cause its Affiliates to, make available to Purchaser such non-confidential data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser’s records. (b) From time to time after the Company Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser DocumentsSeller Agreements, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall, and shall cause its Affiliates to, use its commercially reasonable efforts to cooperate with Purchaser at its request for up to 180 days after the Closing Date in endeavoring to obtain any consents with respect to Material Contracts, Real Property Leases, Personal Property Leases or Permits where consents have not been obtained before the Closing Date; provided, however, that such consents promptlyefforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Purchaser and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the Company in trust applicable Affiliate of Seller for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller shall take or cause to be taken at the CompanyPurchaser’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the Company applicable Affiliate of Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto, and Purchaser agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Purchaser’s performance of, or failure to perform, such obligations under the Nonassignable Assets.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing and except as prohibited by Law, Seller shall, or shall cause its Affiliates to, make available to Purchaser such data in personnel records of Offered Employees as is reasonably necessary for Purchaser to transition such Employees into Purchaser’s records. (b) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Seller Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall, and shall cause its Affiliates to, use its commercially reasonable best efforts to cooperate with Purchaser at its request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the Company applicable Affiliate of Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller shall take or cause to be taken at the CompanySeller’s reasonable expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the Company applicable Affiliate of Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure vest fully to in Purchaser, Purchaser Sub and its their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser or Purchaser Sub under this Agreement and the Company Documents Collateral Agreements and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser DocumentsAssumed Liabilities, and to otherwise make effective the transactions contemplated hereby and thereby. (b) . Nothing in this Agreement or any Collateral Agreement nor the consummation of the transactions contemplated hereby and thereby shall be construed as an attempt or agreement to assign any Purchased Transferred Asset, including any ContractContract (including those listed as items 1-6, 14 and 27 of Schedule 6.3 (the "Key Contracts")), Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party or Governmental Authority in the event of an assignment (“"Nonassignable Assets”") unless and until such consent shall have been obtained. The Company Seller shall, and shall cause each of its Affiliates to, use its commercially reasonable efforts (and with respect to the Key Contracts, its best efforts) to obtain such consents promptly; provided, however, no such consent shall require any payment by Purchaser or Purchaser Sub or cause any change to such Nonassignable Asset without the prior written consent of Purchaser. Purchaser shall use its commercially reasonable efforts to obtain such consents promptlyassist and cooperate with Seller in fulfilling the foregoing obligations, including making available to Seller any Transferred Employees to the extent reasonably necessary therefor. To the extent permitted by applicable Law, until the consents to assignment thereof are obtained (or in the event such consents to the assignment thereof cannot be obtained), such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the Company applicable Affiliate of Seller in trust for Purchaser and Purchaser Sub and the covenants and obligations thereunder shall be performed by Purchaser or Purchaser Sub in the Company’s Seller's or such Affiliate's name and all benefits and obligations existing thereunder shall be for Purchaser’s 's or Purchaser Sub's account. The Company Seller shall take or cause to be taken at the Company’s Purchaser's expense such reasonable actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser and Purchaser Sub with the benefits of the Nonassignable Assets, to forward any notices received by Seller with respect to the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the Company applicable Affiliate of Seller shall promptly pay over to Purchaser or Purchaser Sub all money or other consideration received by it in respect of all Nonassignable Assets less Assets. Once the amount consent to assignment of any expenses incurred by the Company Nonassignable Asset is obtained, such Nonassignable Asset shall be deemed to be automatically assigned to Purchaser or Purchaser Sub in connection accordance with the collectionterms and conditions of this Agreement without further action by any party hereto. Except as expressly set forth herein, Seller shall not have any liability to Purchaser or Purchaser Sub arising out of the operation or management of the Nonassignable Assets other than for gross negligence or willful misconduct or violations of its obligations under this Agreement. As of and from the Closing Date, the Company Seller on behalf of itself and its Affiliates authorizes PurchaserPurchaser and Purchaser Sub, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s 's expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser and Purchaser Sub its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate's behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing and except as prohibited by Law, Seller shall, or shall cause its Affiliates to, make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such Employees into Purchaser’s records. (b) From time to time following the Closing, Seller, the Company Controlling Shareholders and Purchaser shall, and shall use their reasonable commercial efforts to cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser DocumentsSeller Agreements, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall, and shall cause its Affiliates to, use its commercially reasonable commercial efforts to cooperate with Purchaser at its request in endeavoring to obtain such consents promptly. To the extent permitted by applicable LawLaw and not prohibited by a Contract, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the Company applicable Affiliate of Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller shall take or cause to be taken at the Company’s Seller's expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the Company applicable Affiliate of Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and Purchasers shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully convey and assign to Purchaser Purchasers and its their successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers title and privileges interest intended to be conveyed to Purchaser Purchasers under this Agreement and the Company Transfer Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser Purchasers under this Agreement and the Purchaser Transfer Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Contract, Permit or other right that is a Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, in each case which by its terms or by Law is nonassignable without the consent of a third party (including MLB) or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtainedobtained or the Bankruptcy Court shall have authorized such assignment. The Company With respect to Material Contracts or Permits that, individually or in the aggregate, are material for the Business as a going concern after the Closing Date, Seller shall use its commercially reasonable efforts to promptly obtain all such consents promptlyprior to Closing and, if the Closing occurs, after the Closing Date; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Purchasers and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Purchasers shall be solely responsible for such Liabilities. To the extent permitted by applicable LawLaw and the terms of the Nonassignable Assets, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company Seller in trust for Purchaser Purchasers and the covenants and obligations thereunder shall be performed by Purchaser Purchasers in the CompanySeller’s name and all benefits and obligations existing thereunder shall be for Purchaser’s Purchasers’ account. The Company Seller shall take or cause to be taken at the Company’s Purchasers’ expense such actions in its their name or otherwise as Purchaser Purchasers may reasonably request so as to provide Purchaser Purchasers with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company Seller shall promptly pay over to Purchaser Purchasers all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller authorizes PurchaserPurchasers, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s Purchasers’ expense, to perform all the obligations and receive all the benefits of the Company Seller under the Nonassignable Assets and appoints Purchaser Baseball Express its attorney-in-fact to act in its name on its behalf with respect theretobehalf, and Purchasers agree to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Purchasers’ performance of, or failure to perform, such obligations under the Nonassignable Assets. Following the Closing, Seller shall not terminate, modify or amend any Nonassignable Asset without Purchasers’ prior written consent.

Further Conveyances and Assumptions; Consent of Third Parties. (a) In the event that Purchaser does not have the Technology necessary to operate the Business as currently conducted by Seller Parent and Seller, and Seller Parent and Seller own such Technology, Seller Parent and Seller shall grant to Purchaser a non-exclusive perpetual license to such Technology at no additional cost to Purchaser. For purposes of clarification, this Section 2.5(a) does not address matters covered by the Transition Services Agreement. (b) From time to time following the Closing, to the Company extent permitted by applicable Law, Seller Parent and Seller shall, or shall cause their Affiliates to, make available to Purchaser such non-confidential data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser's records. (c) Except for employment matters which are governed by Section 2.5(b), from time to time following the Closing, where there is a legitimate purpose, Seller Parent, Seller and Purchaser shall provide the other parties to this Agreement with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to Documents and related items, but only to the extent relating to the Purchased Assets or Assumed Liabilities, and the requesting party shall have the right to make copies of such Documents; provided, however, that the foregoing right of access shall not be exercisable in a manner as to interfere unreasonably with the normal operations and business of the parties thereto. (d) From time to time following the Closing, Seller Parent, Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Documents and to assure fully to the Company and its successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (be) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization Permit or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company . (f) Purchaser shall use its commercially reasonable efforts to obtain such consents promptly. To assist Seller Parent and Seller in obtaining, from the extent permitted by applicable Law, in the event consents counterparty or counterparties to the assignment thereof cannot be obtainedReal Property Lease for the Esther Lama Facility, the release (by novation or otherwise) of Sexxxx Xxxxxx and Seller, as applicable, from any liability or obligation under any such Nonassignable Assets Contract; provided, however, that neither Purchaser nor any other Person shall be held, as of and from the Closing Date, by the Company in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take or cause to be taken at the Company’s expense such actions in its name or otherwise as Purchaser may reasonably request so as obligated to provide Purchaser with the benefits of the Nonassignable Assets and a guarantee or pay any consideration to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company third party from whom any such release is requested in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect theretoobtaining such release.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company and the Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to the Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Purchaser under this Agreement and the Company Documents Agreement, and to assure fully to the Company and its their respective successors and assigns, assigns the assumption of the liabilities and obligations intended to be assumed by the Purchaser under this Agreement and the Purchaser DocumentsAgreement, and to otherwise make effective the transactions Transactions contemplated hereby and thereby. Each party shall bear their own legal fees associated with the obligations set forth in this Section. (b) If, following the Closing, the Purchaser or the Company reasonably determine that any Excluded Asset was transferred to the Purchaser, the parties agree to cooperate to transfer back to the applicable Company (or an assignee designated by the Company) such Excluded Asset without the payment of consideration. If, following the Closing, the Purchaser determines that any Purchased Asset was not transferred to the Purchaser, the parties agree to cooperate to transfer such Purchased Asset to the Purchaser (or its assignee) without the payment of any further consideration. It is expressly understood that the Purchaser will assume only the Purchased Contracts listed on Schedule 2.1(f) and that the Company is solely responsible for cancelling the Excluded Contracts and any and all other Contracts, agreements, or other relationships with vendors, suppliers, and/or third parties after the Closing. (c) Nothing in this Agreement nor the consummation of the transactions Transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company shall use its commercially reasonable best efforts to cooperate with the Purchaser at its request in endeavoring to obtain such consents promptly. To the extent permitted by applicable LawLaw and the terms of the Nonassignable Assets, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing DateClosing, by the applicable Company in trust for the Purchaser and the covenants and obligations thereunder shall be performed by the Purchaser in the Company’s name of the applicable Company and all benefits and obligations existing thereunder shall be for the Purchaser’s account. The Company shall take or cause to be taken at the such Company’s expense such actions in its name or otherwise as the Purchaser may reasonably request so as to provide the Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company shall promptly pay over to the Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing DateClosing, the Company authorizes the Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at the Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets. Further, in the event consents to the assignment thereof cannot be obtained for such Nonassignable Assets and appoints the Purchaser its attorney-in-fact undertakes to act perform the covenants and obligations thereunder in its the name of the applicable Company, in consideration for the receipt of all benefits and obligations existing thereunder, the Purchaser shall agree to discharge any amounts owed under such covenants and obligations which accrue and arise on its behalf with respect theretoor after the Closing.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company each Seller and each Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further discharges, conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, including making filings with the United States Patent and Trademark Office or the land titles office of Alberta or foreign ownership of land administration office of Alberta, as may be reasonably necessary or appropriate to assure fully to such Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to such Purchaser under this Agreement and the Company Documents and to assure fully to the Company such Seller and its successors and assigns, the assumption of the liabilities and obligations intended to be assumed by such Purchaser under this Agreement and the Purchaser DocumentsAgreement, and to otherwise make effective the transactions contemplated hereby Transactions. From time to time following the Closing, each Seller shall work to procure all instruments and therebydocuments necessary to cancel all outstanding credit accounts and release any and all Liens other than Permitted Exceptions, including payoff letters, appropriate UCC financing statement amendments (termination statements) on the Purchased Assets. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby Transactions shall be construed as an attempt or agreement to contribute or assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company shall use its commercially reasonable efforts to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing DateEffective Time, by the Company each Seller in trust for Purchaser Purchasers and the covenants and obligations thereunder shall be performed by Purchaser Purchasers in the Companysuch Seller’s name and all benefits and obligations existing thereunder shall be for such Purchaser’s account. The Company Each Seller shall take or cause to be taken at the Companyappropriate Purchaser’s expense such actions in its name or otherwise as such Purchaser may reasonably request so as to provide such Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company such Seller shall promptly pay over to such Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing DateEffective Time, the Company each Seller authorizes each Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at such Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company such Seller under the Nonassignable Assets and appoints such Purchaser its attorney-in-fact to act in its name on its behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers titles and privileges interests intended to be conveyed to Purchaser under this Agreement and the Company Transfer Documents and to assure fully to the Company Seller and its Affiliates, successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Transfer Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign or transfer any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable or nontransferable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company With respect to Material Contracts or Permits that are material for the Business as a going concern after the Closing Date, Seller shall use its commercially reasonable efforts to cooperate with Purchaser at its request for up to 60 days following the Closing Date in endeavoring to obtain such consents promptly; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Purchaser and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities. To the extent permitted by applicable LawLaw and the terms of the Nonassignable Assets, in the event consents Seller shall, to the assignment thereof cannot be obtainedextent practicable in light of Seller’s then current circumstances, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take or cause to be taken at the CompanyPurchaser’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and and, to the extent practicable in light of Seller’s then current circumstances, to effect collection of money or other consideration that becomes due and payable under the Nonassignable AssetsAssets as Purchaser may reasonably request, and the Company Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints appoint Purchaser its their attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto, and Purchaser agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Purchaser’s gross negligence, intentional misconduct, or fraud in connection with the performance of, or failure to perform, such obligations under the Nonassignable Assets.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Weatherford Entities and Purchaser the Schlumberger Entities shall, or shall cause their respective Affiliates to, make available to the JV Contribution Companies such non-confidential data in personnel records of Transferred Employees as is reasonably necessary for the JV Contribution Companies to transition such Employees into the JV Contribution Companies’ records. (b) From time to time following the Closing, the Weatherford Entities, the Schlumberger Entities and the JV Contribution Companies shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the JV Contribution Companies and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser the JV Contribution Companies under this Agreement and the Company Documents and to assure fully to the Company Weatherford Entities and its the Schlumberger Entities and their respective Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser the JV Contribution Companies under this Agreement and the Purchaser DocumentsAgreement, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Contributed Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company With respect to Material Contracts or Permits that are material for the Business as a going concern after the Closing Date, each of the Weatherford Entities or the Schlumberger Entities, as applicable, shall use its commercially reasonable efforts to cooperate with the applicable JV Contribution Company at its request for up to 180 days following the Closing Date in endeavoring to obtain such consents promptly; provided, however, that such efforts shall not require such Weatherford Entity or Schlumberger Entity, as applicable, to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. The JV Contribution Companies and the Weatherford Entities or the Schlumberger Entities, as applicable, shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Contributed Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of any of the Weatherford Entities or the Schlumberger Entities, as applicable, so that, in any such case, the JV Contribution Companies shall be solely responsible for such Liabilities. To the extent permitted by applicable Law, and the terms of such Nonassignable Asset, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company Weatherford Entities or the Schlumberger Entities, as applicable, in trust for Purchaser the JV Contribution Companies and the covenants and obligations thereunder shall be performed by Purchaser the applicable JV Contribution Company in the Companyapplicable Weatherford Entity’s or Schlumberger Entity’s name and all benefits and obligations existing thereunder shall be for Purchasersuch JV Contribution Company’s account. The Company Xxxxxxxxxxx Entities or the Schlumberger Entities, as applicable, shall take or cause to be taken at the Company’s JV Contribution Companies’ expense such actions in its name or otherwise as Purchaser the JV Contribution Companies may reasonably request so as to provide Purchaser the JV Contribution Companies with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company Weatherford Entities or the Schlumberger Entities, as applicable, shall promptly pay over to Purchaser the JV Contribution Companies all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company authorizes PurchaserWeatherford Entities and the Schlumberger Entities on behalf of themselves and their respective Affiliates authorize the JV Contribution Companies, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s the JV Contribution Companies’ expense, to perform all the obligations and receive all the benefits of the Company Weatherford Entities or the Schlumberger Entities, respectively, or their respective Affiliates under the Nonassignable Assets and appoints Purchaser the JV Contribution Companies its attorney-in-fact to act in its name on its behalf or in the name of its applicable Affiliate and on such Affiliate’s behalf with respect thereto, and the JV Contribution Companies agree, jointly and severally, to indemnify and hold the Weatherford Entities and the Schlumberger Entities and their Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to the JV Contribution Companies’ performance of, or failure to perform, such obligations under the Nonassignable Assets.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing and except as prohibited by Law, Seller shall, or shall cause its Affiliates to, make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such Employees into Purchaser’s records. (b) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Seller Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party Third Party or a Governmental Authority Entity or is cancelable by a third party Third Party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall, and shall cause its Affiliates to, use its commercially reasonable efforts to cooperate with Purchaser at its request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the Company applicable Affiliate of Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller shall take or cause to be taken at the CompanySeller’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the Company applicable Affiliate of Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing and except as prohibited by Law, Seller shall, or shall cause its Affiliates to, make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser’s records. (b) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, assets, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser DocumentsSeller Agreements, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment or purported assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall, and shall cause its Affiliates to, use its commercially reasonable efforts to, with the cooperation of Purchaser, obtain at the earliest practical date all Consents and approvals required to obtain such consents promptlyconsummate the transactions contemplated by this Agreement. To the extent permitted by applicable Law, in the event consents Consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the Company applicable Affiliate of Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller shall take or cause to be taken at the CompanyPurchaser’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the Company applicable Affiliate of Seller shall promptly pay over to Purchaser all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) 2.6.1. From time to time following the ClosingClosing and without additional consideration to the Seller, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver in a reasonably prompt manner, all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, in each case, as may be commercially reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Documents Seller Documents, as defined in Section 5.3 below, and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser DocumentsAssumed Liabilities, and to otherwise make effective the transactions contemplated hereby and thereby, provided that each party shall bear its own expenses in connection with the foregoing. (b) Nothing 2.6.2. Notwithstanding anything to the contrary contained in this Agreement nor Agreement, to the consummation extent the sale, assignment, transfer, or attempted sale, assignment, transfer to the Purchaser of any Purchased Asset is prohibited by any applicable law or would require any Governmental Body 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, and the obtaining thereof is not a condition to the Closing, then following the Closing, and without limiting the provisions set forth in Section 7.3, the Seller shall be deemed to hold the respective Purchased Asset and all rights and privileges with respect thereto as a trustee for the sole benefit of the transactions contemplated hereby Purchaser and shall be construed as an attempt manage such Purchased Asset solely in accordance with instructions of the Purchaser. The parties shall use their respective reasonable best efforts, and cooperate with each other, in order to obtain promptly such authorizations, approvals consents or agreement to assign any Purchased Asset, including any Contract, Permit, certificatewaivers. Pending such authorization, approval, authorization consent or waiver, the parties shall cooperate with each other rightin any reasonable and lawful arrangements designed to provide to the Purchaser the benefits of use of such Purchased Asset. Once such authorization, which by its terms approval, consent or by Law is nonassignable without waiver for the consent sale, assignment and transfer of a third party Purchased Asset not sold, assigned or a Governmental Authority transferred at the Closing is obtained, the Seller shall promptly assign, transfer or is cancelable by a third party in cause to be assigned and transferred, such Purchased Asset to the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company shall use its commercially reasonable efforts to obtain such consents promptlyPurchaser for no additional consideration. To the extent permitted by applicable Lawthat any such Purchased Asset cannot be transferred or the full benefits of use of any such Purchased Asset cannot be provided to the Purchaser at Closing, the Purchaser and the Seller shall enter into such arrangements for no additional consideration from the Purchaser (including subleasing or subcontracting if permitted) to provide to the Purchaser the operational equivalent of obtaining such authorization, approval, consent or waiver. Without limitation of the foregoing, in the event consents to that, at the assignment thereof cannot be obtainedClosing, such Nonassignable Assets shall be held, as the registration of and from the Closing Date, by the Company in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser any Transferred Intellectual Property in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take or cause to be taken at of the Company’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits relevant Governmental Body was not yet completed and perfected. Then, without limitation of any other rights of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law necessary to grant to the Purchaser full and unrestricted use of such Transferred Intellectual Property, the terms Seller hereby grants to the Purchaser, effective as of the Nonassignable AssetsClosing and subject to any Purchased Intellectual Property Licenses, an irrevocable, perpetual, royalty free, fully paid, worldwide, unrestricted, exclusive license to make any use or exploitation with respect thereto. 2.6.3. In the event that during the period of 24 months following the Closing, the Purchaser discovers any Contract, Software, Copyright, trademark or other item of Intellectual Property or any other asset owned by the Seller as of the Closing and used in conducting the Business prior to Closing (an “Additional Asset”), which is not included in the Purchased Assets or the Transferred Intellectual Property, then Purchaser may request the Seller in writing to license or transfer such Additional Asset, as applicable under this Section, to Purchaser in accordance with the provisions hereunder, as if such item had been identified as a Purchased Asset or Transferred Intellectual Property under this Agreement, for no additional consideration. As soon as practicable after receipt by the Seller, from the Purchaser, of such request as aforesaid, the Seller, shall provide written confirmation (unless the Seller, in good faith believes that such Purchased Asset should not be so treated) and, such item shall be deemed to have been transferred or licensed as described in this Section. If the Seller so discovers any such Additional Asset, it shall notify the Purchaser and, at Purchaser’s expensewritten request, the Seller shall be deemed to have licensed or transferred such Additional Asset to Purchaser in accordance with the terms of this Section. 2.6.4. To the extent any amount due to Purchaser under a purchased Account Receivable or that is otherwise related to the Business, is paid by a Third Party to Seller, then Seller shall promptly forward such amounts in full to Purchaser. 2.6.5. The Purchaser shall be entitled to benefit from the rights of the Seller under all the non-disclosure, non-competition (including non-solicitation, to perform all the obligations extent there is an actual breach thereof) and receive all assignment agreements (not including the benefits exhibits attached to this Agreement), provisions and arrangements to which the Seller is a party, which are related to the Purchased Assets, the Transferred Intellectual Property or current or former employees of Seller who are or were engaged in the Business (the “NDA Agreements”) solely to the extent that such NDA Agreements relate to the Purchased Assets, or the Transferred Intellectual Property, and except as set forth in Exhibit 2.6.5. In case of a claimed infringement or breach by any Third Party under an NDA Agreement related to the Purchased Assets or the Transferred Intellectual Property, at the request of the Company under Purchaser, Seller shall institute Legal Proceedings and take any other reasonable actions, at the Nonassignable Assets reasonable direction of Purchaser, against such infringing or breaching party. All expenses incurred by Seller, including reasonable fees for the time spent by Seller’s employees, shall be borne and appoints paid by Purchaser its attorney-in-fact (unless such Legal Proceedings also relate to act protection of Seller’s rights relating to activities other than the Business in its name on its behalf with respect theretowhich case such expenses shall be borne by Seller and Purchaser equally), and Seller shall not be required to take any such actions unless all such expenses are paid in advance or are otherwise guaranteed by Purchaser. Seller shall not settle or compromise or permit a default or consent to entry of any judgment without the consent of the Purchaser, which shall not be unreasonably withheld. Nothing herein shall restrict Purchaser’s rights to pursue any action to which it is legally entitled independently of Seller.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing and except as prohibited by Law, each Seller shall, or shall cause its controlled Affiliates to, make available to Buyer such data in personnel records of the Transferred Employees as is reasonably necessary for Buyer to transition such Transferred Employees. (b) From time to time following the Closing, the Company each Seller and Purchaser Buyer shall, and shall cause their respective controlled Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser Buyer and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser Buyer under this Agreement and the Company Documents each Ancillary Agreement to which such Seller is a party and to assure fully to the Company such Seller and its controlled Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser Buyer under this Agreement and the Purchaser DocumentsAncillary Agreements, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Without limiting the generality of the foregoing, if either Party discovers that any asset provided in Section 2.1 was not transferred at the Closing to Buyer pursuant to the terms of this Agreement, then, subject to any required consents or notice periods, the applicable Seller and Buyer shall, at Buyer’s election, reasonably cooperate in good faith to assign, transfer and convey such asset to Buyer. Applicable sales, transfer and other similar Taxes in connection with such assignment, transfer or conveyance shall be paid by Buyer in accordance with Section 12.4. (d) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, real property lease, certificate, approval, authorization or other right, which that by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Each applicable Seller shall, and shall cause its controlled Affiliates to, use its commercially reasonable efforts to cooperate with Buyer at Buyer’s request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, (i) such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company applicable Seller or the applicable controlled Affiliate of such Seller in trust for Purchaser and Buyer, (ii) the covenants and obligations thereunder shall be performed by Purchaser Buyer in the Companysuch Seller’s or such controlled Affiliate’s name and (iii) all benefits and obligations existing thereunder shall be for PurchaserBuyer’s account. The Company Each applicable Seller shall take or cause to be taken at the CompanyBuyer’s expense such actions in its such Seller’s name or otherwise as Purchaser Buyer may reasonably request so as to provide Purchaser Buyer with the substantive benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company applicable Seller or the applicable controlled Affiliate of such Seller shall promptly pay over to Purchaser Buyer all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company each Seller on behalf of itself and such Seller’s controlled Affiliates authorizes PurchaserBuyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, Assets to perform all the obligations and receive all the benefits of the Company such Seller or such Seller’s controlled Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect theretoAssets.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquitances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers titles and privileges interests intended to be conveyed to Purchaser under this Agreement and the Company Transaction Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Transaction Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, PermitGovernment Authorization, Programming Agreement, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company obtained and Purchaser shall not assume or have any liability with respect to any Nonassignable Asset. (c) With respect to System Contracts and Governmental Authorizations, Seller shall use its commercially reasonable efforts to cooperate with Purchaser at its request for up to 180 days following the Closing Date in endeavoring to obtain such consents promptly. To the extent permitted by applicable Lawnot obtained prior to Closing; provided, however, that other than as set forth in the event consents Section 7.3 such efforts shall not require Seller or any of its Affiliates to the assignment thereof canincur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent, and Purchaser shall not be obtained, required as a condition of such Nonassignable Assets shall be held, as of and from consent to agree to or consent to any modification or amendment to such System Contract or Permit other than the Closing Date, by the Company in trust for amendment or modification to reflect consent to such assignment. Purchaser and the covenants and obligations thereunder Seller shall be performed by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take use their respective commercially reasonable efforts to obtain, or cause to be taken at the Company’s expense obtained, any consent, substitution, approval or amendment required to assign such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money System Contracts or other consideration Liabilities that becomes due constitute Assumed Liabilities and Permits to Purchaser; provided, however, that the allocation between Seller and Purchaser of payments of consideration, fees and costs payable under the Nonassignable Assetsto any third party (or its agents) from whom any such consent, and the Company substitution, approval or amendment is requested shall promptly pay over to Purchaser all money or other consideration received be governed by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect theretoSection 7.3.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser Acquisition Sub under this Agreement and the Company Documents Collateral Agreement and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser Acquisition Sub under this Agreement and the Purchaser DocumentsCollateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Transferred Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“"Nonassignable Assets”") unless and until such consent shall have been obtained. The Company Seller shall, and shall cause its Affiliates to, use its commercially reasonable best efforts to cooperate with Purchaser at its request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the Company applicable Affiliate of Seller in trust for Purchaser and Acquisition Sub and the covenants and obligations thereunder shall be performed by Purchaser or Acquisition Sub in the Company’s Seller's or such Affiliate's name and all benefits and obligations existing thereunder shall be for Purchaser’s 's and Acquisition Sub's account. The Company Seller shall take or cause to be taken at the Company’s Purchaser's expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser and Acquisition Sub with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the Company applicable Affiliate of Seller shall promptly pay over to Purchaser or Acquisition Sub all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller on behalf of itself and its Affiliates authorizes PurchaserPurchaser and Acquisition Sub, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s 's expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser and Acquisition Sub its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate's behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time Following the Closing and except as prohibited by Law, Sellers will, or will cause their Affiliates to, make available to time following Purchaser such data in personnel records of Transferred Employees, or any other Employees who are hired by Purchaser or its Affiliates in connection with the Transactions, as is reasonably necessary for Purchaser to transition such Transferred Employees or such other Employees into Purchaser’s records. (b) Following the Closing, the Company Sellers and Purchaser shallwill, and shall will cause their respective Affiliates to, execute, acknowledge acknowledge, and deliver all such further conveyances, notices, assumptions, releases releases, and aquittances and such other instruments, and shall will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Sellers and its their Affiliates and their successors and assigns, the assumption of the liabilities Liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Seller Documents, and to otherwise make effective the transactions contemplated hereby and therebyTransactions. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall Transactions will be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which that, by its terms or by Law Law, is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall will have been obtained. The Company shall Sellers will, and will cause their Affiliates to, use their best efforts to cooperate with Purchaser at its commercially reasonable efforts request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall will be held, as of and from the Closing Date, by Sellers or the Company applicable Affiliates of Sellers in trust for Purchaser and the covenants and obligations thereunder shall will be performed by Purchaser in the Companyapplicable Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall will be for Purchaser’s account. The Company shall Sellers will take or cause to be taken at the Company’s Sellers’ expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Sellers or the Company shall applicable Affiliates of Sellers will promptly pay over to Purchaser all money or other consideration received by it any of them in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company each Seller, on behalf of itself and its Affiliates, authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all of the obligations and receive all of the benefits of the Company such Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of such Seller and on such Affiliate’s behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the ClosingClosing Date, the Company Seller and Purchaser the Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the Buyer and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Documents Purchased Assets and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser DocumentsAssumed Liabilities, and to otherwise make effective the transactions contemplated hereby by this Agreement and therebythe Ancillary Agreements. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as Ancillary Agreements will constitute an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which that by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been is obtained. The Company Seller shall, and shall cause its Affiliates to, use its commercially reasonable best efforts to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall are to be held, as of and from the Closing Date, by the Company Seller or the applicable Affiliate of the Seller in trust for Purchaser the Buyer and the covenants and obligations thereunder shall are to be performed by Purchaser the Buyer in the CompanySeller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall will be for Purchaserthe Buyer’s account. The Company Seller shall take or cause to be taken at the CompanySeller’s expense such actions in its name or otherwise as Purchaser the Buyer may reasonably request so as to provide Purchaser the Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company Seller or the applicable Affiliate of Seller shall promptly pay over to Purchaser the Buyer all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller, on behalf of itself and its Affiliates, authorizes Purchaserthe Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaserthe Buyer’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser the Buyer or its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of the Seller and on such Affiliate’s behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the ClosingEffective Time and until the wind up of the Company, the Company and the Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the Purchaser, and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers titles and privileges interests intended to be conveyed to the Purchaser under this Agreement and the Company Documents and to assure fully to the Company and its successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Documents, and to otherwise make effective the transactions contemplated hereby and thereby. Each of Purchaser and the Company agree to use commercially best efforts to transfer the ownership of the Purchased Assets pursuant to the terms of this Agreement. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contractcontract, Permitpermit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable Non-assignable without the consent of a third party or a Governmental Authority or is cancelable by a third party or would constitute a breach or violation thereof, or affect adversely the rights of the Purchaser thereunder, or constitute a Material Adverse Effect in the event of an assignment (“Nonassignable "Non-assignable Assets”") unless and until such consent shall have been obtained, and any such transfer to Purchaser that requires such consent shall be made subject only to such consent being obtained. The With respect to the Purchased Assets, the Company shall use cooperate with Purchaser at its commercially reasonable efforts request following the Effective Date in endeavoring to obtain such consents promptlypromptly and in any event until such consents are obtained, and each of the Company and Purchaser agree to cooperate in good faith to seek to minimize the costs and expenses associated with obtaining any such consents or approvals. To the extent permitted by applicable LawLaw and the terms of the Non-assignable Assets, and subject to the winding up of the Company, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Non-assignable Assets shall be held, as of and from the Closing Effective Date, by the Company in trust for the Purchaser Group, as applicable, and the covenants and obligations thereunder shall be performed by Purchaser in the Company's or the applicable Company Entity’s name and all benefits and obligations existing thereunder shall be for Purchaser’s the Purchaser Group, as applicable, account. The Company shall take take, or cause to be taken at the Company’s expense taken, such actions in its name or otherwise as the Purchaser may reasonably request request, including without limitation the enforcement of any provisions contained in any Contract contained within the Non-assignable Assets, so as to provide the Purchaser with the benefits of the Nonassignable Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Non-assignable Assets, and the Company shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionNon-assignable Assets. As of and from the Closing Effective Date, until the wind up of the Company, the Company on behalf of itself and its subsidiaries authorizes the Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Non-assignable Assets, at the Purchaser’s 's expense, to perform all the obligations and receive all the benefits of the Company or its affiliates under the Nonassignable Non-assignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable affiliate of the Company and on such affiliate's behalf with respect thereto. For greater certainty, nothing in this Section 2.13(b) shall restrict, prohibit or delay the steps to be taken by the Company to effect a wind up of the Company.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further documents, conveyances, notices, assumptions, releases and aquittances acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Seller and its successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Seller Documents, and to otherwise make effective the transactions contemplated hereby and therebyTransactions. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby Transactions shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (the “Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Each of Seller and Purchaser shall use commercially reasonable efforts, to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to assign the Nonassignable Assets; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. A list of Nonassignable Assets (including a description of the reasons for each such Nonassignable Asset’s nonassignability) that are known as of the Execution Date is set forth on Schedule 2.5(b). For the purpose of clarification, upon obtaining such consent with respect to any portion of a Purchased Asset, such asset shall no longer be considered to be part of the Nonassignable Assets. Purchaser and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Assumed Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller so that, in any such consents promptlycase, Purchaser shall be solely responsible for such Liabilities. In the event that any such consent with respect to a Nonassignable Asset was not obtained prior to Closing is obtained following the Closing Date, then, on the tenth Business Day after such consent is obtained, Seller shall assign the applicable Nonassignable Asset to Purchaser pursuant to an instrument in substantially the same form as the Xxxx of Sale and Assignment and Assumption Agreement set forth on Exhibit A hereto. In the event that any Nonassignable Asset shall remain unassigned to Purchaser as of the ninetieth (90th) day after the Closing Date (the “Nonassignable Asset Refund Date”), Seller shall retain such asset and refund the portion of the Purchase Price allocated by the Parties to such asset. (c) To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtainedobtained by the Closing Date, such Nonassignable Assets shall be held, as of and from the Closing DateDate until the Nonassignable Asset Refund Date (the “Interim Period”), by the Company Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser during such period in the CompanySeller’s name and all benefits and obligations existing thereunder shall be accrue during such period for Purchaser’s accountaccount and Purchaser shall be responsible for all Liabilities associated therewith (including by way of Seller holding title to such Nonassignable Asset in trust for Purchaser). The Company During the Interim Period, Seller shall take or cause to be taken at the CompanyPurchaser’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable for Purchaser’s account under the Nonassignable Assets, and the Company Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less during the amount of any expenses incurred by Interim Period. During the Company in connection with the collection. As of and from the Closing DateInterim Period, the Company Seller authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf behalf, and Purchaser agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Purchaser’s performance of, or failure to perform, such obligations under the Nonassignable Assets during the Interim Period. (d) With respect to any Purchased Asset subject to a consent to assign other than a Nonassignable Asset, in the event such consent is not obtained prior to Closing, the Purchased Asset subject to such un-obtained consent shall nevertheless be assigned by Seller to Purchaser at Closing as part of the Purchased Assets, and, any Liability that arises due to the failure to obtain such consent shall be borne by Seller (and Seller shall be obligated to indemnify Purchaser with respect theretoto such Liabilities). Each of Seller and Purchaser shall use commercially reasonable efforts, to obtain, or cause to be obtained, any such unobtained consent following Closing; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities to any Third Party to obtain any such consent.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Sellers and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Sellers and its their respective Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Transferred Permit, certificate, approval, authorization or other right, which that by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) ), unless and until such consent shall have been obtained. The Company With respect to Purchased Contracts or Transferred Permits that are material for the Business after the Closing Date, Sellers shall, and shall cause their respective Affiliates to, use its their commercially reasonable efforts to cooperate with Purchaser at its request for a period not to exceed the earlier of (i) the date the relevant consent is obtained, (ii) the expiration of such Purchased Contract or Transferred Permit and (iii) 365 days following the Closing Date (as applicable, a “Transition Period”) in endeavoring to obtain such consents promptly. Following the Closing, until such consent is obtained, Sellers and Purchaser shall use their commercially reasonable efforts to comply with the terms of any Purchased Contract that has not yet been transferred or assigned due to the failure to receive such consent as if such Contract had been so transferred or assigned and to provide Purchaser with the rights and benefits thereunder. Purchaser and Sellers shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to assign any and all Purchased Contracts to Purchaser (subject to the Transition Period), to novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities, or to obtain in writing the unconditional release of Sellers and their respective Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities. To the extent permitted by applicable Law, in the event consents to the assignment thereof of any Purchased Asset cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Sellers or the Company applicable Affiliate of a Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySellers’ or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s accountsole account for a period not to exceed the Transition Period. The Company During such period, Sellers shall take or cause to be taken at the Company’s Sellers’ expense such actions in its Purchaser’s name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the all rights and benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Sellers or the Company applicable Affiliate of a Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company authorizes Sellers on behalf of themselves and their respective Affiliates authorize Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Sellers or their respective Affiliates under the Nonassignable Assets and appoints appoint Purchaser its their attorney-in-fact to act in its their name on its their behalf or in the name of the applicable Affiliate of a Seller and on such Affiliate’s behalf with respect thereto. Sellers shall be solely responsible for all out-of-pocket fees (not including attorneys’ fees incurred by parties other than Sellers) and breakage or termination fees, if applicable, (x) required in connection with a Purchased Contract to be assumed by Purchaser hereunder to obtain any consent contemplated under this Section 2.5(b) or (y) required in connection with any Shared Contract to obtain any consent to separation contemplated under Section 7.4. Notwithstanding the foregoing, the provisions of this Section 2.5(b) shall not apply to any third party consents required to be delivered under Section 9.1(d).

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following after the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers titles and privileges interests intended to be conveyed to Purchaser under this Agreement and the Company Transfer Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Transfer Documents, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company ; provided, however, that Seller shall use its commercially reasonable efforts to cooperate with Purchaser at its request for up to 180 days after the Closing Date in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof can; and provided further that Seller shall not be obtained, such Nonassignable Assets shall be held, as of and obligated to pay any consideration therefor to any third party from the Closing Date, whom consent is requested unless expressly required by the Company in trust terms of any Contract (excluding Tower Site Leases); and that Seller shall promptly notify Purchaser of any request for payment of any such consideration. Purchaser and the covenants and obligations thereunder Seller shall be performed by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take use their respective commercially reasonable efforts to obtain, or cause to be taken at the Company’s expense such actions in its name obtained, any consent, substitution, approval or otherwise as Purchaser may reasonably request so as amendment required to provide Purchaser with the benefits of the Nonassignable Assets novate all Liabilities under any and to effect collection of money all Purchased Contracts or other consideration Liabilities that becomes due constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and payable under the Nonassignable Assetsits Affiliates so that, and the Company in any such case, Purchaser shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect theretobe solely responsible for such Liabilities.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser the Buyer shall, and shall cause their respective controlled Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the Buyer and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser the Buyer under this Agreement and the Company Documents Ancillary Agreements and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser the Buyer under this Agreement and the Purchaser DocumentsAncillary Agreements, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby Ancillary Agreements shall be construed as an attempt or agreement to assign any Purchased AssetAssets, including any Contract, Permit, certificate, approval, authorization or other rightright constituting a Purchased Asset, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall, and shall use cause its commercially reasonable efforts controlled Affiliates to, reasonably cooperate with the Buyer at its request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company Seller or the applicable controlled Affiliate of the Seller in trust for Purchaser the Buyer and the covenants and obligations thereunder shall be performed by Purchaser the Buyer in the CompanySeller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaserthe Buyer’s account. The Company Seller shall take or cause to be taken at the CompanyBuyer’s expense such actions in its name or otherwise as Purchaser the Buyer may reasonably request so as to provide Purchaser the Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company Seller or the applicable controlled Affiliate of the Seller shall promptly pay over to Purchaser the Buyer all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller on behalf of itself and its controlled Affiliates authorizes Purchaserthe Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaserthe Buyer’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser the Buyer or its attorney-in-fact to act in its name on its behalf or in the name of the applicable controlled Affiliate of the Seller and on such Affiliate’s behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing and except as prohibited by Law, each of Sellers shall, or shall cause their respective Affiliates to, make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such Employees into Purchaser’s records. (b) From time to time following the Closing, the Company each of Sellers and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or reasonably appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to each of the Company Sellers and its their respective Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Seller Documents, and to otherwise make effective the transactions contemplated hereby and thereby. Purchaser shall reimburse Sellers promptly for any out-of-pocket costs and expenses incurred by Sellers in performing their obligations under this Section 2.5(b) upon presentation by Sellers to Purchaser of invoices or other reasonably documented evidence thereof. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Each of Sellers shall, and shall cause their respective Affiliates to, use its commercially reasonable best efforts to cooperate with Purchaser at its request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company applicable Seller or the applicable Affiliate of any such Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Companysuch Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Each of the Sellers shall take or cause to be taken at the Company’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and each of the Company Sellers or the applicable Affiliate of any such Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, each of the Company Sellers on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company such Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of such Seller and on such Affiliate’s behalf with respect thereto. Purchaser shall reimburse Sellers promptly for any out-of-pocket costs and expenses incurred by Sellers in performing their obligations under this Section 2.5(c) upon presentation by Sellers to Purchaser of invoices or other reasonably documented evidence thereof.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to For a reasonable period of time following the ClosingClosing Time, but not to exceed six (6) months except as may be mutually agreed to by the Company parties, and except as prohibited by Law, Seller or if Seller has been dissolved, any liquidating trust or other entity, shall use commercially reasonable efforts to, or shall use commercially reasonable efforts to cause its Affiliates to, make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such Employees into Purchaser’s records. (b) For a reasonable period of time following the Closing Time, but not to exceed six (6) months except as may be mutually agreed to by the parties, Seller or if Seller has been dissolved, any liquidating trust or other entity, and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further commercially reasonable actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Seller Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (c) Purchaser shall reimburse Seller the out of pocket costs incurred by Seller in fulfilling Seller’s responsibilities under Sections 2.5(a) and (b) and other reasonable expenses. (d) Nothing in this Agreement nor or the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) ), a nonexclusive list of which is set forth on Schedule 2.5(d), unless and until such consent shall have been obtained. The Company Parties shall, and shall cause their respective Affiliates to, use its their commercially reasonable efforts to cooperate with one another and any third parties in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing DateDate and for a period not to exceed ninety (90) days, by Seller or the Company applicable Affiliate of Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company In the event of Seller’s liquidation or dissolution, Seller shall first take action to ensure that any Nonassignable Assets that have not been assigned to Purchaser are valid and binding upon, and inure to the benefit of, any liquidating trust or other entity and remain in full force and effect, and such liquidating trust or other entity shall be bound by this Section 2.5(d) to the same extent as if it were Seller. Seller, or such Affiliate of Seller, as applicable, shall take or cause to be taken at the Company’s expense of Seller or such applicable Affiliate of Seller such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the Company applicable Affiliate of Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing DateDate and for a period not to exceed ninety (90) days, the Company Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. On the last day of the ninety (90) day period referenced above, Seller and Purchaser shall each execute and deliver to the other an assignment and assumption agreement covering any Nonassignable Assets that remain unassigned at the end of such ninety (90) day period.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers titles and privileges interests intended to be conveyed to Purchaser under this Agreement and the Company Transfer Documents and to assure fully to the Company Seller and its Affiliates, successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Transfer Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company With respect to Material Contracts or Permits that are material for the Business as a going concern after the Closing Date, Seller shall use its best commercially reasonable efforts to cooperate with Purchaser at its request for up to 180 days following the Closing Date in endeavoring to obtain such consents promptly; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Purchaser and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities. To the extent permitted by applicable LawLaw and the terms of the Nonassignable Assets, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller shall take or cause to be taken at the CompanyPurchaser’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints appoint Purchaser its their attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto, and Purchaser agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Purchaser’s performance of, or failure to perform, such obligations under the Nonassignable Assets.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Seller and its successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“"Nonassignable Assets”") unless and until such consent shall have been obtained. The Company Seller shall use its commercially reasonable efforts to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Company’s Seller's name and all benefits and obligations existing thereunder shall be for Purchaser’s 's account. The Company Seller shall take or cause to be taken at the Company’s Seller's expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s 's expense, to perform all the obligations and receive all the benefits of the Company Seller under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. 6.1 Effective at the Closing, the Seller agrees to give the Buyer the right to, on behalf of and for the benefit of the Buyer and at Buyer’s cost and expense: (ai) From to demand and receive from time to time any and all the Purchased Assets and to make endorsements and give receipts and releases for and with respect to the same and any part thereof; and (ii) to institute, prosecute and settle any and all actions or proceedings that Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets; (iii) to defend or settle any or all actions or proceedings with respect to any of the Purchased Assets, (iv) to do all such acts and things in relation thereto as Buyer shall deem necessary or desirable. Without limiting the foregoing, in the event that the Seller receives, at any time after the Closing Date, any payments related to the Business (including without limitation from any third party for payment under any Purchased Contract, but ​ excluding payments under the Retained Contracts), the Seller shall promptly transfer such payment to Buyer as designated by Buyer. 6.2 Without derogating from the foregoing, from time to time following the ClosingClosing and without additional consideration to the Seller, the Company Seller and Purchaser Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver in a reasonably prompt manner, all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, in each case, as may be commercially reasonably necessary or appropriate to assure fully to Purchaser Buyer and its their respective successors or assignsassignees, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser Buyer under this Agreement and including with respect to the Company Documents Purchased Assets and to assure fully to the Company Seller and its Affiliates, successors and assignsassignees, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser DocumentsAssumed Liabilities, and to otherwise make effective the transactions contemplated hereby and therebythereby provided that Buyer shall bear all expenses in connection with the foregoing. (b) Nothing 6.3 Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset is prohibited by any applicable law or would require any Governmental Body 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 or that Closing has occurred irrespective that such condition was not met, and the obtaining thereof is not a condition to the Closing, then this Agreement nor the consummation of the transactions contemplated hereby shall be construed as will not constitute an attempt or agreement to assign any such Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom and following the Closing, and the Seller shall be deemed to hold the respective Purchased Asset and all rights, benefits and privileges with respect thereto as a trustee for the sole benefit of Buyer and shall manage such Purchased Asset solely in accordance with instructions of Buyer, and the Parties shall use their respective reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. If the failure to transfer or assign any of the Purchased Assets is due to a Seller’s breach of this Agreement, the Seller shall take all said actions at its own cost and expense. Pending such authorization, approval, consent, or waiver, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the full benefits of use of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, the Seller shall promptly assign, transfer, convey or deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits of use of any such Purchased Asset cannot be provided to Buyer following the Closing, Buyer and the Seller shall enter into such arrangements for no additional consideration from Buyer (including subleasing or subcontracting if permitted and including the allocation of any resources that may be required in connection with such Purchased Assets which may include provisions of the required services and personnel as subcontractors of the Seller), to provide to Buyer the operational equivalent of obtaining such authorization, approval, consent or waiver, to the extent possible, provided however, that such interim arrangements will only be for a period of six (6) months following the Closing Date. Without limitation of the foregoing, in the event that at the Closing the registration of any Transferred Intellectual Property Rights ​ in the name of the applicable Buyer with the relevant Governmental Body was not yet completed and perfected then without limitation of any other rights of Buyer, to the extent necessary to grant to Buyer full and unrestricted use of such Transferred Intellectual Property Rights, the Seller hereby grants to Buyer, effective as of the Closing, an irrevocable, perpetual, royalty free, fully paid, worldwide, unrestricted, exclusive license to make any use or exploitation with respect thereto, provided however that the costs and expenses shall be borne by the Buyer. The obligations of the Seller under this Section ‎6.3 shall expire after 18 months from the Closing Date. 6.4 In the event that during the period of 18 months following the Closing, Buyer discover any Contract, PermitSoftware, certificateCopyright, approval, authorization Trademark or other rightitem of Intellectual Property or other asset owned by the Seller as of the Closing and used in conducting the Business prior to Closing, other than the Retained Contracts, (an “Additional Asset”), but was not properly transferred to Buyer for any reason, then the Seller undertakes to license or transfer such Additional Asset, as applicable under this Section, to Buyer in accordance with the provisions hereunder, and such item shall be deemed a Purchased Asset or Transferred Intellectual Property under this Agreement, for no additional consideration. Seller shall provide upon Buyer's request, written confirmation and, to the extent instructed by Buyer, such item shall be transferred, and in any event shall be deemed a part of the Purchased Assets and any Liability in connection therewith shall be considered as an Assumed Liability as of the date of the license or transfer of such item. If the Seller so discover any such Additional Asset, it shall notify Buyer and, Buyer may receive the Additional Asset, and the Seller shall be deemed to have licensed or transferred such Additional Asset in accordance with the terms of this Section. 6.5 Buyer shall be entitled to benefit from the rights of the Seller under all nondisclosure, non-competition, non-solicitation and assignment agreements (not including the exhibits attached to this Agreement), provisions and arrangements to which the Seller is a party, which are related to the Purchased Assets, the Transferred Intellectual Property Rights or current or former employees of the Seller who are or were engaged in the Business (the “NDA Agreements”). In case of a claimed infringement or breach by its terms any Third Party under an NDA Agreement related to the Purchased Assets and/or the Business and/or the Transferred Intellectual Property, at the request of Buyer, the Seller shall institute legal proceedings and take any other reasonable actions, at the reasonable direction of the Buyer, against such infringing or breaching party. All the expenses incurred by Law is nonassignable the Seller, including reasonable fees for the time spent by Seller's employees, shall be borne and paid by Buyer, and the Seller shall not be required to take any such actions unless all such expenses are paid in advance or are otherwise guaranteed by the Buyer. The Seller shall not settle or compromise or permit a default or consent to entry of any judgment without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent Buyer, which shall have been obtained. The Company shall use its commercially reasonable efforts to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets unreasonably withheld. Nothing herein shall be held, as of and from the Closing Date, by the Company in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Companyrestrict Buyer’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take or cause rights to be taken at the Company’s expense such actions in its name or otherwise as Purchaser may reasonably request so as pursue any action to provide Purchaser with the benefits which it is legally entitled independently of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect theretoSeller.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser the Buyer shall, and shall cause their respective controlled Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser the Buyer and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser the Buyer under this Agreement and the Company Documents Ancillary Agreements and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser the Buyer under this Agreement and NAI-1502700397v12 the Purchaser DocumentsAncillary Agreements, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby Ancillary Agreements shall be construed as an attempt or agreement to assign any Purchased AssetAssets, including any Contract, Permit, certificate, approval, authorization or other rightright constituting a Purchased Asset, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall, and shall use cause its commercially reasonable efforts controlled Affiliates to, reasonably cooperate with the Buyer at its request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company Seller or the applicable controlled Affiliate of the Seller in trust for Purchaser the Buyer and the covenants and obligations thereunder shall be performed by Purchaser the Buyer in the CompanySeller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaserthe Buyer’s account. The Company Seller shall take or cause to be taken at the CompanyBuyer’s expense such actions in its name or otherwise as Purchaser the Buyer may reasonably request so as to provide Purchaser the Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company Seller or the applicable controlled Affiliate of Seller shall promptly pay over to Purchaser the Buyer all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller on behalf of itself and its controlled Affiliates authorizes Purchaserthe Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaserthe Buyer’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser the Buyer or its attorney-in-fact to act in its name on its behalf or in the name of the applicable controlled Affiliate of the Seller and on such Affiliate’s behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, Seller shall, or shall cause its Affiliates to, make available to Purchaser such non-confidential data in personnel records of the Company Transferred Employees and the UK Transferred Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser’s records. (b) On the Closing Date and from time to time following the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquaintances and such other instruments, and shall take such further actions, as may reasonably be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any (i) Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, including the Customer Access Circuits which by its terms or by Law is nonassignable non-assignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Non-assignable Assets”) or (ii) rights to Shared Contracts which require consent of a third party to be transferred or assigned, unless and until such consent shall have been obtained. The Company With respect to Customer Contracts, Purchased Contracts, Permits, Customer Access Circuits or Shared Contracts that are material for the operation of the Business after the Closing Date, Seller shall, and shall cause its Subsidiaries and their respective Affiliates to, use its commercially reasonable efforts for up to one (1) year following the Closing Date in endeavoring, in the case of Customer Contracts, Purchased Contracts, Permits or Customer Access Circuits, to obtain such consents promptly, and in the case of rights to Shared Contracts to either (i) obtain such consents as to the portion of such Shared Contracts related to the Business or (ii) obtain a license for the benefit of Purchaser as to such Shared Contracts; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any significant expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent or license as applicable. Purchaser and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate or assign all Liabilities under any and all Customer Contracts and Purchased Contracts, or its proportionate share of Liabilities under any and all Shared Contracts or other Liabilities of any nature whatsoever that constitute Assumed Liabilities, or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities which arise and relate to periods following the Closing Date. To the extent permitted by applicable Law, in the event consents to the assignment or license thereof cannot be obtained, such Nonassignable Non-assignable Assets or portions of Shared Contracts related to the Business shall be held, as of and from the Closing Date, by Seller or the Company applicable Affiliate of Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller shall take or cause to be taken at the CompanyPurchaser’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Non-assignable Assets or portions of the Shared Contracts related to the Business and to effect collection of money or other consideration that becomes due and payable under the Nonassignable AssetsNon-assignable Assets or such portions of Shared Contracts related to the Business, and Seller or the Company applicable Affiliate of Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Non-assignable Assets less or portions of Shared Contracts related to the amount of any expenses incurred by the Company in connection with the collectionBusiness. As of and from the Closing Date, the Company Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable AssetsNon-assignable Assets and Shared Contracts, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Non-assignable Assets or portions of the Shared Contracts related to the Business and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto, and Purchaser agrees to indemnify and hold each Seller Indemnified Party harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Purchaser’s performance of, or failure to perform, such obligations under the Non-assignable Assets or the portions of Shared Contracts related to the Business following the Closing Date, and Seller agrees to indemnify and hold each Purchaser Indemnified Party harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Seller’s performance of, or failure to perform, such obligations under the Non-assignable Assets or portions of Shared Contracts related to the Business prior to Closing. Notwithstanding any of the foregoing, Seller shall, and shall cause its Subsidiaries and their respective Affiliates to, hold the Customer Access Circuits in trust for the Purchaser in accordance with the terms and conditions of the Transition Services Agreement.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and Buyer shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser Buyer and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers titles and privileges interests intended to be conveyed to Purchaser Buyer under this Agreement and the Company Documents and to assure fully to the Company Buyer and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser Buyer under this Agreement and the Purchaser DocumentsAgreement, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contractcontract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company With respect to any Material Contracts that are material for the Reno ECS Business as a going concern after the Closing, Seller shall use its commercially reasonable efforts to cooperate with Buyer at its request for up to 180 days following the Closing Date in endeavoring to obtain such consents promptly; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Buyer and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Buyer shall be solely responsible for such Liabilities. To the extent permitted by applicable LawLaw and the terms of the Nonassignable Assets, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company Seller in trust for Purchaser Buyer and the covenants and obligations thereunder shall be performed by Purchaser Buyer in the CompanySeller’s name and all benefits and obligations existing thereunder shall be for PurchaserBuyer’s account. The Company Seller shall take or cause to be taken at the CompanyBuyer’s expense such actions in its name or otherwise as Purchaser Buyer may reasonably request so as to provide Purchaser Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company Seller shall promptly pay over to Purchaser Buyer all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller authorizes PurchaserBuyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at PurchaserBuyer’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser Buyer its attorney-in-fact to act in its name on its behalf with respect thereto, and Buyer agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities based upon, arising out of or relating to Buyer’s performance of, or failure to perform, such obligations under the Nonassignable Assets.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Documents and to assure fully to the Company and its successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company shall use its commercially reasonable efforts Commercially Reasonable Efforts to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Company’s 's name and all benefits and obligations existing thereunder shall be for Purchaser’s 's account. The Company shall take or cause to be taken at the Company’s 's expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s 's expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Documents and to assure fully to the Company and its successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company shall use its commercially reasonable efforts to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take or cause to be taken at the Company’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, Sellers shall, or shall cause its Affiliates to, make available to Purchaser such non-confidential data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser's records. (b) From time to time following the Company Closing, Sellers, Agway and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Sellers Documents and to assure fully to the Company Sellers and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Sellers Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“"Nonassignable Assets”") unless and -------------------- until such consent shall have been obtained. The Company With respect to Material Contracts or Permits that are material for the Business as a going concern after the Closing Date, Sellers shall, and shall cause their Affiliates to, use its their commercially reasonable efforts to cooperate with Purchaser at its request for up to 180 days following the Closing Date in endeavoring to obtain such consents promptly; provided, however, that such efforts shall not require any Seller or -------- ------- any of their Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability or to initiate any litigation or legal proceedings to obtain any such consent. To the extent permitted by applicable LawIf any such consent is not obtained, in the event consents to the or if any attempt at an assignment thereof canwould be ineffective or would affect the rights of Sellers thereunder so that Purchaser would not be obtainedin fact receive all such rights, such Nonassignable Assets Sellers shall be heldcooperate, as of and from the Closing Dateat no expense to Sellers, by the Company in trust for with Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take or cause to be taken at the Company’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the economic benefits of the Nonassignable Assets and to effect collection of money under such Purchased Asset, Contract, Permit, certificate, approval, authorization or other consideration right, including, without limitation, the Purchased Contracts set forth on Schedule 2.5(c), provided that becomes due --------------- -------- no Seller shall be obligated to continue as a going concern. Purchaser and payable Sellers, at no additional expense to Purchaser, shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under the Nonassignable Assets, any and the Company shall promptly pay over to Purchaser all money Purchased Contracts or other consideration received by it Liabilities that constitute Assumed Liabilities or to obtain in respect writing the unconditional release of all Nonassignable Assets less the amount of Sellers and their Affiliates so that, in any expenses incurred by the Company in connection with the collection. As of and from the Closing Datesuch case, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect theretoshall be solely responsible for such Liabilities.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, Seller shall make available to Purchaser such non-confidential data in personnel records of Transferred Employees (as defined in Section 5.12 below) as is reasonably necessary for Purchaser to transition such Transferred Employees into Purchaser’s records. (b) From time to time following the Company Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Documents any ancillary agreements thereto and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Documentsany ancillary agreements thereto, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Entity or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Seller shall, and shall cause its Affiliates to, use its commercially reasonable efforts to cooperate with Purchaser at its request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take or cause to be taken at the Company’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect thereto.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers titles and privileges interests intended to be conveyed to Purchaser under this Agreement and the Company Transfer Documents and to assure fully to the Company Seller and its Affiliates, successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Transfer Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company With respect to Material Contracts or Permits that are required by the Business as a going concern after the Closing Date, Seller shall use its best commercially reasonable practicable efforts to cooperate with Purchaser at its request for up to 180 days following the Closing Date to obtain such consents promptly; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Purchaser and Seller shall use their respective best commercially practicable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities. To the extent permitted by applicable LawLaw and the terms of the Nonassignable Assets, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller shall take or cause to be taken at the CompanyPurchaser’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints appoint Purchaser its their attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto, and Purchaser agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Purchaser’s performance of, or failure to perform, such obligations under the Nonassignable Assets.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, subject to Section 8.2 of this Agreement, and except as prohibited by Applicable Law, Seller shall, or shall cause its Affiliates to, make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser’s records. (b) From time to time following the Company Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, assets, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser DocumentsAgreement, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, Seller’s ownership interest in the Joint Venture Entities, any certificate, approval, authorization or other right, which by its terms or by Applicable Law is nonassignable without the consent Consent of a third party or a Governmental Authority Body of competent jurisdiction or is cancelable by a third party in the event of an assignment or purported assignment (“Nonassignable Assets”) unless and until such consent Consent shall have been obtained. The Company Seller shall, and shall cause its Affiliates to, use its commercially reasonable efforts to, with the cooperation of Purchaser, obtain at the earliest practical date all Consents and approvals required to consummate the transactions contemplated by this Agreement. Other than with respect to fees relating to filings made under the Antitrust Laws which shall be paid by parties in accordance with Section 7.4(d), Purchaser shall not be required to pay any consideration in connection with obtaining or attempting to obtain such consents promptlyany Consent. Other than with respect to fees relating to filings made under the Antitrust Laws which shall be paid by parties in accordance with Section 7.4(d) or as set forth on Schedule 3.4(A), Seller shall be responsible for payment and is required to pay any consideration in connection with obtaining or attempting to obtain any Consent required pursuant to this Agreement. To the extent permitted by applicable Applicable Law, in the event consents Consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the Company applicable Affiliate of Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySeller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Seller shall take or cause to be taken at the CompanySeller’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the Company applicable Affiliate of Seller shall promptly pay over to Purchaser all money or other consideration received by it after the Closing Date in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. Seller shall assign and Purchaser shall assume each Nonassignable Asset promptly upon Seller procuring the requisite Consent, and upon such assignment and assumption, such Nonassignable Asset shall be deemed a Purchased Asset and the obligations arising from such Nonassignable Asset from and after the date of assignment shall be deemed an Assumed Liability. (d) The parties acknowledge that the list of Purchased Assets set forth in Section 2.1 and Assumed Liabilities in Section 2.3 is intended to include all assets and liabilities associated with the portion of the Business being purchased by Purchaser, except as specifically excluded in Sections 2.2 and 2.4. Five Business Days prior to the Closing Date, Seller shall deliver to Purchaser amendments to Schedules 2.1(d)(List of Purchased Intellectual Property), 2.1(h)(List of Purchased Branch Offices), and 2.1(i)(List of Purchased Contracts) to reflect the changes in such lists arising out of the Ordinary Course of Business from the date of this Agreement to the Closing Date in compliance with Section 7.2 of this Agreement, and the completion of Seller’s review of all Purchased Contracts to determine whether Consent is required for assignment. The amended schedules delivered to Purchaser, subject to Purchaser’s review and consent, which consent will not be unreasonably withheld, will thereby be incorporated into this Agreement and substituted in lieu of such schedules delivered as of the date of this Agreement.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From At any time and from time to time following the Closing and except as prohibited by Law, each Seller shall, and shall cause its Affiliates to, make available to Purchaser such data in personnel records of the Transferred Employees as is reasonably necessary for Purchaser to transition such Employees into Purchaser’s records. (b) At any time and from time to time following the Closing, each of the Company Sellers and Purchaser shall, and shall cause their its respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, assigns all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company each Seller, its Affiliates and its their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Seller Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third third-party or a Governmental Authority Body or is cancelable by a third third-party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company Each Seller shall, and shall use cause each of its commercially reasonable efforts Affiliates to, cooperate with Purchaser at its request to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtainedobtained (and, with respect to any Restricted Material Contract that has not been assigned, if Purchaser has elected to waive such assignment as a condition precedent to Purchaser’s obligations to consummate the transactions contemplated hereby), such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company applicable Seller or applicable Affiliate of such Seller in trust for Purchaser Purchaser, and the covenants and obligations thereunder shall be performed by Purchaser in the Companysuch applicable Seller’s name or Affiliate’s name, and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company To the extent permitted by applicable Law, each Seller shall take or cause to be taken at the Companysuch Seller’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Company such Seller or applicable Affiliate of such Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company each Seller, on behalf of itself and its Affiliates, authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all of the obligations and receive all of the benefits of the Company such Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser as its attorney-in-fact to act in its name on its behalf or in the name of such Seller or Affiliate of such Seller and on such Seller’s or Affiliate’s behalf with respect thereto. Subject to the foregoing, [***].

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure vest fully to in Purchaser (or Purchaser Sub) and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser (or Purchaser Sub) under this Agreement and the Company Documents Collateral Agreements, and to assure fully to the Company Seller and its Affiliates and their successors and assigns, assigns the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser DocumentsAssumed Liabilities, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement or any Collateral Agreement nor the consummation of the transactions contemplated hereby and thereby shall be construed as an attempt or agreement to assign any Purchased Transferred Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party or Governmental Authority in the event of an assignment (“"Nonassignable Assets”") unless and until such consent shall have been obtained. The Company Seller shall, and shall cause each of its Affiliates to, use its commercially reasonable efforts to cooperate with Purchaser at its request in endeavoring to obtain such consents promptly; provided, however, no such consent shall require any payment by Purchaser or Purchaser Sub or cause any material change to such Nonassignable Asset without the prior written consent of Purchaser. Notwithstanding the foregoing, Purchaser agrees to reimburse Seller for one-half of any payment required to obtain consent under the Internal Use Object Code License Agreement, dated as of March 16, 2001 by and between RSA Security Inc. and MyDoc; provided, however, that in no event shall Purchaser pay more than $12,500 to Seller to obtain such consent. Purchaser shall use its commercially reasonable efforts to obtain such consents promptlyassist and cooperate with Seller in fulfilling the foregoing obligations, including making available to Seller any Transferred Employees to the extent reasonably necessary therefor. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall shall, be held, as of and from the Closing Date, by Seller or the Company applicable Affiliate of Seller in trust for Purchaser (or Purchaser Sub) and the covenants and obligations thereunder shall be performed by Purchaser (or Purchaser Sub) in the Company’s Seller's or such Affiliate's name and all benefits and obligations existing thereunder shall be for Purchaser’s 's (or Purchaser Sub's) account. The Company Seller shall take or cause to be taken at the Company’s Purchaser's expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser (or Purchaser Sub) with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable AssetsAssets to the extent such money or consideration constitute a Transferred Asset, and Seller or the Company applicable Affiliate of Seller shall promptly pay over to Purchaser (or Purchaser Sub) all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company Seller on behalf of itself and its Affiliates authorizes PurchaserPurchaser (or Purchaser Sub), to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s 's expense, to perform all the obligations and receive all the benefits of the Company Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser (or Purchaser Sub) its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate's behalf with respect thereto. (c) Notwithstanding anything contained in this Section 2.3, Purchaser acknowledges, for itself and Purchaser Sub, that Seller shall only be required to obtain the Required Consents on or prior to the Closing Date and that neither Seller nor any of its Affiliates shall have any liability whatsoever (including under Article 9 hereof) to Purchaser or Purchaser Sub arising out of or relating to the failure to obtain any consent that may be required other than the Required Consents (the "Non-Required Consents"); provided, however, that Seller shall be required to comply with its obligations under Section 2.3(b) to hold such Nonassignable Assets in trust for Purchaser with respect to any such Non-Required Consents. Purchaser further acknowledges, for itself and Purchaser Sub, that no representation, warranty, covenant or agreement of Seller contained herein shall be breached or deemed breached as a result of any such failure to obtain any Non-Required Consents.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, Sellers shall, or shall cause their Affiliates to, make available to Purchaser such non-confidential data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser’s records. (b) From time to time following the Company Closing, Sellers and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Seller Documents and to assure fully to the Company Sellers and its their Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Seller Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (bc) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company With respect to Material Contracts or Permits that are material for the Business as a going concern after the Closing Date, Sellers shall, and shall cause their Affiliates to, use its their commercially reasonable efforts to cooperate with Purchaser for up to one hundred and eighty (180) days following the Closing Date in endeavoring to obtain such consents promptly; provided, however, that such efforts shall not require Sellers or any of their Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Purchaser and Sellers shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Sellers and their Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities. To the extent permitted by applicable Law, as of and from the Closing Date and during the cooperation period until such time as consents are obtained, or in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Sellers or the Company applicable Affiliate of Sellers in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in the CompanySellers’ or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company Sellers shall take or cause to be taken at the CompanyPurchaser’s expense such actions in its their name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Sellers or the Company applicable Affiliate of Sellers shall promptly pay over to Purchaser all money or other consideration received by it them in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collectionAssets. As of and from the Closing Date, the Company authorizes Sellers on behalf of Sellers and their Affiliates authorize Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company Sellers or their Affiliates under the Nonassignable Assets and appoints appoint Purchaser its their attorney-in-fact to act in its their name on its their behalf or in the name of the applicable Affiliate of Sellers and on such Affiliate’s behalf with respect thereto, and Purchaser agrees to indemnify and hold Sellers and their Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Purchaser’s performance of, or failure to perform, such obligations under the Nonassignable Assets.

Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers titles and privileges interests intended to be conveyed to Purchaser under this Agreement and the Company Transfer Documents and to assure fully to the Company Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Transfer Documents, and to otherwise make effective the transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Company ; provided, however, that Seller shall use its commercially reasonable efforts to cooperate with Purchaser at its request for up to 180 days following the Closing Date in endeavoring to obtain such consents promptly; and provided further, that such efforts shall not require Seller or any of its Affiliates to incur any Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by the Company in trust for Purchaser and the covenants and obligations thereunder Seller shall be performed by Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take use their respective commercially reasonable efforts to obtain, or cause to be taken at the Company’s expense such actions in its name obtained, any consent, substitution, approval or otherwise as Purchaser may reasonably request so as amendment required to provide Purchaser with the benefits of the Nonassignable Assets novate all Liabilities under any and to effect collection of money all Purchased Contracts or other consideration Liabilities that becomes due constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and payable under the Nonassignable Assetsits Affiliates so that, and the Company in any such case, Purchaser shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets less the amount of any expenses incurred by the Company in connection with the collection. As of and from the Closing Date, the Company authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of the Company under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf with respect theretobe solely responsible for such Liabilities.