Common use of Limitation on Assignment of Purchased Assets Clause in Contracts

Limitation on Assignment of Purchased Assets. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder as to which the transfer or attempted assignment, without obtaining any Consent of, or other action by, any third party or any Governmental Authority, would constitute a breach or in any way adversely affect the rights of Buyer or Seller or any of their respective Affiliates thereunder or subject any of the foregoing to civil or criminal liability. Seller and Buyer will use their reasonable efforts (but without any payment of money by Buyer) to obtain the Consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in an arrangement reasonably acceptable to both parties under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement in the same manner as if such Purchased Asset were transferred to Buyer at the Closing, including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations, any and all rights of Seller or its Affiliates against a third party thereto (with any out-of-pocket incremental costs or expenses associated with such arrangements to be borne by Seller). Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Seller will continue to use its reasonable efforts to obtain any such required Consent or approval, and promptly upon receipt of such Consent will transfer and assign such Purchased Asset and such rights therein to Buyer without the payment by Buyer of any additional consideration.

Limitation on Assignment of Purchased Assets. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Purchased Asset or any right thereunder as to which the transfer if an attempted assignment or attempted assignmenttransfer, without obtaining any Consent the consent of, or other action by, any third party or any Governmental Authorityparty, would constitute a breach thereunder, a violation of Applicable Law or in any way adversely affect the rights of Buyer or Seller or any of their respective Affiliates thereunder or subject any of the foregoing to civil or criminal liability. Seller and Buyer will use their reasonable efforts (but without any payment of money by Buyer) to obtain the Consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may requestthereunder. If such Consent consent is not obtained, obtained or if an attempted assignment thereof would be ineffective such other action is not taken (or would adversely affect the rights any such consent or action is required with respect to any asset of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rightsany Purchased Subsidiary), Seller and Buyer will shall use commercially reasonable efforts to cooperate in a mutually agreeable arrangement (including by establishing an arrangement reasonably acceptable to both parties agency type relationship or similar arrangement) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement in and the same manner as if terms of any such Purchased Asset were transferred (or asset of such Purchased Subsidiary, as applicable). Upon obtaining the requisite consents, approvals or amendments thereto, Seller shall assign all rights associated with such Purchased Asset to Buyer (or its designee), in each case, without the payment of any consideration by Buyer or any of its Affiliates or agreement by any such Person to any adverse amendments, modifications or waivers of any material terms of any Purchased Assets in order to obtain such consents. To the extent permitted by Applicable Law, Seller shall (and shall cause its controlled Affiliates to) exercise, enforce and exploit, only at the Closing, including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce direction of and for the benefit of Buyer and at Buyer, with Buyer assuming Seller’s obligationssole cost and expense, any and all claims, rights and benefits of such Seller or its Affiliates against a third party thereto (with any out-of-pocket incremental costs or expenses associated arising in connection with such arrangements to be borne by Seller)Purchased Asset. During such period and without further consideration, Seller will promptly pay pay, assign and remit to Buyer when received all monies and other consideration relating to the period after the Closing Date received by Seller it under any Purchased Asset Contract or any claim or claim, right or any benefit arising thereunder, except thereunder not transferred pursuant to the extent the same represents an Excluded Asset. Seller will continue to use its reasonable efforts to obtain any such required Consent or approval, and promptly upon receipt of such Consent will transfer and assign such Purchased Asset and such rights therein to Buyer without the payment by Buyer of any additional considerationthis ‎Section 2.06.

Limitation on Assignment of Purchased Assets. Anything (a) Prior to the Closing, Seller shall use its reasonable best efforts to obtain all applicable Third-Party Consents requested by Buyer or set forth on Section 3.04(iii) of the Disclosure Schedule in connection with the transfer and assignment of the Purchased Assets and Assumed Liabilities to Buyer in accordance with the terms hereof. Any fees, costs, payments or other liabilities incurred in connection with obtaining such Third-Party Consents shall be borne by Buyer; provided that (i) Seller shall cooperate in good faith to minimize the amount of any such fees, costs, payments or other liabilities, and (ii) if such fees, costs, payments or other liabilities are material, Buyer may instruct Seller in writing to cease seeking such Third-Party Consent with respect to a Purchased Asset if it acknowledges to Seller that the Purchased Asset that is the subject of such Third-Party Consent shall not be transferred hereunder. Buyer shall reasonably assist and cooperate with Seller in order to obtain any Third-Party Consent. Nothing in this Agreement shall require Seller or any of its Affiliates to pay any money or other consideration or grant any other accommodation or concession to any Person or to initiate any claim or proceeding against any Person (including in connection with obtaining any Third-Party Consent) or pursuant to Section 2.09. (b) Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to sell, convey, transfer, novate or assign any Purchased Asset or any claim, right or benefit arising thereunder, or any right thereunder as to which the transfer or if an attempted assignment, without obtaining any Consent the consent of, or other action by, any third party or (including any Governmental Authority), including any prior approval, notification and/or consultation with any union, works council or other employee representative, would constitute a breach or in any way default thereunder or would adversely affect the rights or obligations of Buyer or Seller or any of their respective Affiliates thereunder or subject violate any of the foregoing to civil or criminal liability. Seller and Buyer will use their reasonable efforts Applicable Law (but without any payment of money by Buyer) to obtain the Consent of the other parties to any such Purchased Asset or any claim or claim, right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may requestthereunder, a “Deferred Item”). If such consent is not obtained or such other action is not taken (each, a “Deferred Consent”) prior to the Closing then, in each such case, (i) the Deferred Item shall not be assigned or transferred to Buyer pursuant to this Agreement and there shall not be any reduction in the Purchase Price, (ii) Seller and Buyer will, for a period of six (6) months following the Closing Date, use their respective reasonable best efforts to seek to obtain such Deferred Consent as soon as practicable after the Closing and (iii) until such Deferred Consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will shall cooperate in an a mutually agreeable arrangement reasonably acceptable to both parties under which Buyer would will obtain the benefits and assume the obligations thereunder in accordance with this Agreement in a manner that would not require any Deferred Consent. Until such Deferred Consent is received, Seller or its Affiliate, as applicable, shall hold the same manner applicable Purchased Asset(s) for Buyer’s benefit and account and manage and operate such Purchased Asset(s) for Buyer’s benefit and account, with all gains, income, losses, Damages, Taxes and Tax benefits or other items generated to be for Buyer’s account (including as if an Assumed Liability). (c) For the avoidance of doubt, neither Seller nor any of Seller’s Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not be deemed to be a breach of Seller’s representations, warranties or covenants hereunder or to contribute to a Material Adverse Effect) other than the undertaking to use reasonable best efforts to obtain such consent as set forth in this Section 2.06. To the extent that, in connection with obtaining a third party’s consent under any Purchased Asset, one or more of the parties hereto (or their respective Affiliates) enter into an agreement with such third party that provides for an allocation of liability among the parties hereto (or such Affiliates), with respect to such Purchased Asset were transferred that is inconsistent with the terms of this Agreement, the parties hereto agree that, as among themselves, the provisions of this Agreement shall control. In the event that the assignment of any Purchased Asset or the assumption of any Assumed Liability is required under Applicable Law to be effected pursuant to a separate agreement (including, as applicable, a Foreign Acquisition Agreement, the Assignment and Assumption Agreement, the IP Assignment Agreement, or any other similar transfer document or instrument), such separate agreement shall serve solely to effect the assignment or novation of the Purchased Assets and the assumption of the Assumed Liabilities and no such separate agreement shall have any effect on the value being given or received by Seller or Buyer, including the allocation of assets and liabilities as between them, all of which shall be determined solely in accordance with this Agreement and, in the event of any conflicts between such separate agreement and this Agreement, the terms of this Agreement shall control in all respects. (d) Each of Seller and Buyer acknowledges and agrees that, to the extent necessary for a Purchased Asset or any claim, right or benefit arising thereunder (together, the “TSA Assets”) to remain with Seller or its applicable Affiliate in order for Seller or its applicable Affiliate to provide services pursuant to the Transition Services Agreement in accordance with the terms thereof, without any reduction in the Purchase Price, legal title to the TSA Assets shall not be conveyed to Buyer at the ClosingClosing pursuant to this Agreement. Subject to the other provisions of this Section 2.06, including sub-contractingupon expiration or termination of the applicable services pursuant to the Transition Services Agreement in accordance with the terms thereof, sub-licensinglegal title to such TSA Asset shall be conveyed, or sub-leasing transferred, novated and assigned to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations, any and all rights of Seller or its Affiliates against a third party thereto (with any out-of-pocket incremental costs or expenses associated with such arrangements to be borne by Seller). Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Seller will continue to use its reasonable efforts to obtain any such required Consent or approval, and promptly upon receipt of such Consent will transfer and assign such Purchased Asset and such rights therein to Buyer without the payment by Buyer of any additional considerationapplicable Affiliate.

Limitation on Assignment of Purchased Assets. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder as to which the transfer or attempted assignment, without obtaining any Consent of, or other action by, any third party or any Governmental Authority, would constitute a breach or in any way adversely affect the rights of Buyer or Seller or any of their respective Affiliates thereunder or subject any of the foregoing to civil or criminal liability. Seller and Buyer will use their reasonable efforts (but without any payment of money by Buyer) to obtain the Consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in an arrangement reasonably acceptable to both parties under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement in the same manner as if such Purchased Asset were transferred to Buyer at the Closing, including sub-contractingsubcontracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s 's obligations, any and all rights of Seller or its Affiliates against a third party thereto (with any out-of-pocket incremental costs or expenses associated with such arrangements to be borne by Seller). Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Seller will continue to use its reasonable efforts to obtain any such required Consent or approval, and promptly upon receipt of such Consent will transfer and assign such Purchased Asset and such rights therein to Buyer without the payment by Buyer of any additional consideration.

Limitation on Assignment of Purchased Assets. Anything (a) Prior to the Closing, Seller shall use its reasonable best efforts to obtain all applicable Third-Party Consents requested by Buyer or set forth on Section 3.04(iii) of the Disclosure Schedule in connection with the transfer and assignment of the Purchased Assets and Assumed Liabilities to Buyer in accordance with the terms hereof. Any fees, costs, payments or other liabilities incurred in connection with obtaining such Third-Party Consents shall be borne by Buyer; provided that (i) Seller shall cooperate in good faith to minimize the amount of any such fees, costs, payments or other liabilities, and (ii) if such fees, costs, payments or other liabilities are material, Buyer may instruct Seller in writing to cease seeking such Third-Party Consent with respect to a Purchased Asset if it acknowledges to Seller that the Purchased Asset that is the subject of such Third-Party Consent shall not be transferred hereunder. Buyer shall reasonably assist and cooperate with Seller in order to obtain any Third-Party Consent. Nothing in this Agreement shall require Seller or any of its Affiliates to pay any money or other consideration or grant any other accommodation or concession to any Person or to initiate any claim or proceeding against any Person (including in connection with obtaining any Third-Party Consent) or pursuant to Section 2.09. (b) Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to sell, convey, transfer, novate or assign any Purchased Asset or any claim, right or benefit arising thereunder, or any right thereunder as to which the transfer or if an attempted assignment, without obtaining any Consent the consent of, or other action by, any third party or (including any Governmental Authority), including any prior approval, notification and/or consultation with any union, works council or other employee representative, would constitute a breach or in any way default thereunder or would adversely affect the rights or obligations of Buyer or Seller or any of their respective Affiliates thereunder or subject violate any of the foregoing to civil or criminal liability. Seller and Buyer will use their reasonable efforts Applicable Law (but without any payment of money by Buyer) to obtain the Consent of the other parties to any such Purchased Asset or any claim or claim, right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may requestthereunder, a “Deferred Item”). If such consent is not obtained or such other action is not taken (each, a “Deferred Consent”) prior to the Closing then, in each such case, (i) the Deferred Item shall not be assigned or transferred to Buyer pursuant to this Agreement and there shall not be any reduction in the Purchase Price, (ii) Seller and Buyer will, for a period of six (6) months following the Closing Date, use their respective reasonable best efforts to seek to obtain such Deferred Consent as soon as practicable after the Closing and (iii) until such Deferred Consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will shall cooperate in an a mutually agreeable arrangement reasonably acceptable to both parties under which Buyer would will obtain the benefits and assume the obligations thereunder in accordance with this Agreement in a manner that would not require any Deferred Consent. Until such Deferred Consent is received, Seller or its Affiliate, as applicable, shall hold the same manner applicable Purchased Asset(s) for Buyer’s benefit and account and manage and operate such Purchased Asset(s) for Buyer’s benefit and account, with all gains, income, losses, Damages, Taxes and Tax benefits or other items generated to be for Buyer’s account (including as if an Assumed Liability). (c) For the avoidance of doubt, neither Seller nor any of Seller’s Affiliates shall have any obligation to obtain any Deferred Consent or to provide such an alternative arrangement (and the failure to do so shall not be deemed to be a breach of Seller’s representations, warranties or covenants hereunder or to contribute to a Material Adverse Effect) other than the undertaking to use reasonable best efforts to obtain such consent as set forth in this Section 2.06. To the extent that, in connection with obtaining a third party’s consent under any Purchased Asset, one or more of the parties hereto (or their respective Affiliates) enter into an agreement with such third party that provides for an allocation of liability among the parties hereto (or such Affiliates), with respect to such Purchased Asset were transferred that is inconsistent with the terms of this Agreement, the parties hereto agree that, as among themselves, the provisions of this Agreement shall control. In the event that the assignment of any Purchased Asset or the assumption of any Assumed Liability is required under Applicable Law to be effected pursuant to a separate agreement (including, as applicable, a Foreign Acquisition Agreement, the Assignment and Assumption Agreement, the IP Assignment Agreement, or any other similar transfer document or instrument), such separate agreement shall serve solely to effect the assignment or novation of the Purchased Assets and the assumption of the Assumed Liabilities and no such separate agreement shall have any effect on the value being given or received by Seller or Buyer, including the allocation of assets and liabilities as between them, all of which shall be determined solely in accordance with this Agreement and, in the event of any conflicts between such separate agreement and this Agreement, the terms of this Agreement shall control in all respects. (d) Each of Seller and Buyer acknowledges and agrees that, to the extent necessary for a Purchased Asset or any claim, right or benefit arising thereunder (together, the “TSA Assets”) to remain with Seller or its applicable Affiliate in order for Seller or its applicable Affiliate to provide services pursuant to the Transition Services Agreement in accordance with the terms thereof, without any reduction in the Purchase Price, legal title to the TSA Assets shall not be conveyed to Buyer at the ClosingClosing pursuant to this Agreement. Subject to the other provisions of this ‎Section 2.06, including sub-contractingupon expiration or termination of the applicable services pursuant to the Transition Services Agreement in accordance with the terms thereof, sub-licensinglegal title to such TSA Asset shall be conveyed, or sub-leasing transferred, novated and assigned to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations, any and all rights of Seller or its Affiliates against a third party thereto (with any out-of-pocket incremental costs or expenses associated with such arrangements to be borne by Seller). Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Seller will continue to use its reasonable efforts to obtain any such required Consent or approval, and promptly upon receipt of such Consent will transfer and assign such Purchased Asset and such rights therein to Buyer without the payment by Buyer of any additional considerationapplicable Affiliate.

Limitation on Assignment of Purchased Assets. Anything in this Agreement (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Contract or other Purchased Asset that is not assignable or transferable without (i) the consent of any right thereunder as to which the transfer or attempted assignmentPerson, without obtaining any Consent ofother than Seller, or other action by, any third party or any Governmental Authority, would constitute a breach or in any way adversely affect the rights of Buyer or Seller or any of their respective Affiliates thereunder Affiliates, and such consent shall not have been obtained prior to Closing or subject (ii) violating any of Applicable Law (such assets being collectively referred to herein as “Non-Assignable Assets”). Notwithstanding the foregoing to civil or criminal liability. Seller and Buyer will use their reasonable efforts (but without any payment of money by Buyer) to obtain the Consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rightsforegoing, Seller and Buyer will cooperate in an arrangement reasonably acceptable and each of their respective Subsidiaries shall have the continuing obligation from the date hereof until eighteen (18) months after the Closing to both parties under which use their reasonable best efforts to obtain all necessary consents to the assignment or transfer thereof, or to deliver any required notices, it being understood that other than general internal costs, overhead and use of internal personnel and assets or infrastructure, neither Seller, Buyer would nor any of their respective Affiliates or Subsidiaries shall be required to expend money or incur any Liability (including any Tax) (other than de minimis costs and expenses), commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain such consents. Upon obtaining the benefits requisite third-party consents thereto, such Non-Assignable Assets shall promptly be transferred and assume the obligations assigned to Buyer hereunder at no additional cost. With respect to any Non-Assignable Asset or right thereunder in accordance with this Agreement in the same manner as if such Purchased Asset were that is not transferred and assigned to Buyer at the Closing by reason of this Section 2.04 after the Closing, including sub-contracting, sub-licensing, or sub-leasing until any requisite consent is obtained therefor and the same is transferred and assigned to Buyer, Buyer and Seller shall cooperate with each other and use their reasonable best efforts (i) to obtain for Buyer, at no cost to Buyer or any of their respective Affiliates, an arrangement with respect thereto to provide for Buyer to obtain substantially comparable benefits therein and provide for Buyer to assume the obligations and bear the economic burdens associated therewith, (ii) for Seller and its Affiliates to operate the Non-Assignable Assets in the ordinary course of business on Buyer’s behalf and at Buyer’s lawful direction, and (iii) to otherwise put Buyer and Seller (and their respective Affiliates) in the position they would have been in had such Non-Assignable Asset and accompanying Assumed Liability been transferred at the Closing. To the extent permitted under which Applicable Law, Seller would shall (and shall cause its controlled Affiliates to) use their respective reasonable best efforts to exercise, enforce and exploit, only at the direction of and for the benefit of Buyer and at Buyer, with Buyer assuming Seller’s obligationssole cost and expense, any and all claims rights and benefits of Seller (or such controlled Affiliates) arising in connection with such Non-Assignable Assets. In furtherance of the foregoing, Seller shall, and shall cause its Affiliates to, without further consideration therefor, pay and remit to Buyer or its Affiliates against a third party thereto (with any outdesignee all monies, rights and other consideration received in respect of such Non-of-pocket incremental costs or expenses associated with such arrangements to be borne by Seller). Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Assignable Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Seller will continue to use its reasonable efforts to obtain any such required Consent or approval, and thereunder as promptly upon as reasonably practicable after receipt of such Consent will transfer and assign such Purchased Asset and such rights therein to Buyer without the payment by Buyer of any additional considerationthereof.

Limitation on Assignment of Purchased Assets. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Contract or other Purchased Asset that is not assignable or transferable without (i) the consent of any right thereunder as to which the transfer or attempted assignmentPerson, without obtaining any Consent ofother than Seller, or other action by, any third party or any Governmental Authority, would constitute a breach or in any way adversely affect the rights of Buyer or Seller or any of their respective Affiliates thereunder Affiliates, and such consent shall not have been obtained prior to Closing (or subject any in the case of the foregoing Delayed Assets, after the Delayed Transfer Date) or (ii) violating any Applicable Law (such assets being collectively referred to civil or criminal liabilityherein as “Non-Assignable Assets”). Seller and Buyer will use their reasonable efforts (but without any payment of money by Buyer) to obtain Notwithstanding the Consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rightsforegoing, Seller and Buyer will cooperate in an arrangement reasonably acceptable to both parties under which Buyer would obtain and each of their respective Subsidiaries shall have the benefits and assume continuing obligation from the obligations thereunder in accordance with this Agreement date hereof until eighteen (18) months after the Closing (or in the same manner as if case of the Delayed Assets, eighteen (18) months after the Delayed Transfer Date) to use their reasonable best efforts to obtain all necessary consents to the assignment or transfer thereof, or to deliver any required notices, it being understood that other than general internal costs, overhead and use of internal personnel and assets or infrastructure, neither Seller, Buyer nor any of their respective Affiliates or Subsidiaries shall be required to expend money or incur any Liability (other than de minimis costs and expenses), commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain such Purchased consents. Upon obtaining the requisite third-party consents thereto, such Non-Assignable Assets shall promptly be transferred and assigned to Buyer hereunder at no additional cost. With respect to any Non-Assignable Asset were or right thereunder that is not transferred and assigned to Buyer at the Closing (or in the case of the Delayed Assets, the Delayed Transfer Date) by reason of this Section 2.06 after the Closing, including sub-contracting, sub-licensing, or sub-leasing until any requisite consent is obtained therefor and the same is transferred and assigned to Buyer, or under which Buyer and Seller would enforce for the benefit of Buyer, shall cooperate with Buyer assuming Seller’s obligations, any each other and all rights of Seller or its Affiliates against a third party thereto (with any out-of-pocket incremental costs or expenses associated with such arrangements to be borne by Seller). Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Seller will continue to use its their reasonable best efforts to obtain for Buyer, at no cost to Seller or Buyer or any such required Consent or approvalof their respective Affiliates, an arrangement with respect thereto to provide for Buyer to obtain substantially comparable benefits therein and provide for Buyer to assume the obligations and bear the economic burdens associated therewith, and promptly upon receipt to otherwise put Buyer and Seller (and their respective Affiliates) in the position they would have been in had such Non-Assignable Asset and accompanying Assumed Liability been transferred at the Closing. In furtherance of the foregoing, Seller shall, and shall cause its Affiliates to, without further consideration therefor, pay and remit to Buyer or its designee all monies, rights and other consideration received in respect of such Consent will transfer and assign such Purchased Non-Assignable Asset and such rights therein to Buyer without the payment by Buyer of any additional considerationor right thereunder as promptly as reasonably practicable after receipt thereof.

Limitation on Assignment of Purchased Assets. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder as to which the transfer or attempted assignment, without obtaining any Consent of, or other action by, any third party or any Governmental Authority, would constitute a breach or in any way adversely affect the rights of Buyer or Seller or any of their respective Affiliates thereunder or subject any of the foregoing to civil or criminal liability. Seller and Buyer will use their reasonable efforts (but without any payment of money by Buyer) to obtain the Consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in an arrangement reasonably acceptable to both parties under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement in the same manner as if such Purchased Asset were transferred to Buyer at the Closing, including sub-contractingsubcontracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations, any and all rights of Seller or its Affiliates against a third party thereto (with any out-of-pocket incremental costs or expenses associated with such arrangements to be borne by Seller). Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Seller will continue to use its reasonable efforts to obtain any such required Consent or approval, and promptly upon receipt of such Consent will transfer and assign such Purchased Asset and such rights therein to Buyer without the payment by Buyer of any additional consideration.

Limitation on Assignment of Purchased Assets. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder as to which the transfer or if an attempted assignment, without obtaining any Consent the consent of, or other action by, any third party or any Governmental Authorityparty, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer or Seller or any of their respective Affiliates thereunder thereunder. Subject to any express provisions set forth in this Agreement, prior to and following the Closing, Seller will use its commercially reasonable efforts to obtain any third party consent or subject third party action necessary in connection with the potential transfer of any of the foregoing to civil Business Contracts, Business Permits or criminal liabilitythe Purchased Assets. Seller and Buyer will use their reasonable efforts (but without any payment of money by Buyer) to obtain the Consent of the other parties to If any such Purchased Asset consent or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such Consent other action is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect obtained prior to the rights of Seller or its Affiliates thereunder so that Buyer would not in fact receive all such rightsClosing, Seller and will, at Seller’s sole expense, use reasonable best efforts to provide Buyer will cooperate in an arrangement reasonably acceptable to both parties under which Buyer would obtain with the benefits and assume the obligations thereunder in accordance with this Agreement to the maximum extent permitted by applicable Law (it being understood, however, that except as othewise expressly provided in this Agreement, Seller shall not be responsible for the same manner as if expenses associated with Buyer’s obtaining for the Business any permits, approvals, authorizations, licenses, license applications, registrations or other rights from Governmental Authorities). Buyer shall cooperate with Seller in such efforts and, to the extent that Buyer receives such benefits, Buyer shall be responsible for the corresponding obligations thereunder. Once any consent is received, Seller shall assign, transfer, convey and deliver such Purchased Asset were transferred to Buyer at the Closing, including sub-contracting, sub-licensing, no additional cost. Seller shall promptly notify Buyer of any oral or sub-leasing written communication that Seller receives from any counterparty to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming a Business Contract relating to Seller’s obligations, any and all rights of Seller or its Affiliates against a third party thereto (with any out-of-pocket incremental costs or expenses associated with such arrangements request to be borne by Seller). Seller will promptly pay obtain consent to assign the Business Contract to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except othewise relating to the extent the same represents an Excluded Asset. Seller will continue to use its reasonable efforts transactions contemplated hereby and shall periodically update Buyer on Seller’s attempts to obtain any such required Consent or approvalconsent, in each case both before and promptly upon receipt of such Consent will transfer and assign such Purchased Asset and such rights therein to Buyer without after the payment by Buyer of any additional considerationClosing.

Limitation on Assignment of Purchased Assets. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder as to which the transfer or if an attempted assignment, without obtaining any Consent the consent of, or other action by, any third party or any Governmental AuthorityPerson, would constitute a breach thereunder or adversely affect in any way adversely affect material respect the rights of Buyer or Seller or any of their respective Affiliates thereunder or subject any of the foregoing to civil or criminal liability. Seller and Buyer will use their reasonable efforts (but without any payment of money by Buyer) to obtain the Consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such Consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or its Affiliates thereunder so that and such consent has not been obtained or such other action has not been taken as of the Initial Closing (collectively, the “Non-Assignable Assets”). (b) Seller shall use commercially reasonable efforts to obtain any consent or consents required to transfer the Non-Assignable Assets to Buyer would not for a period of one hundred and eighty (180) days after the Initial Closing Date. If any such consent is obtained pursuant to this subsection (b), such Non-Assignable Asset shall be deemed to have been automatically assigned and transferred to Buyer on the terms set forth in fact receive all this Agreement for no additional consideration, as of the Initial Closing Date, except to the extent the date of such rightsconsent or action is deemed by applicable Law to have occurred on another date. (c) During the one hundred and eighty (180) day period described above, Seller and Buyer will shall cooperate in an arrangement reasonably acceptable to both parties any lawful and commercially reasonable arrangement, as Seller and Buyer shall agree, under which Buyer would would, to the extent practicable, obtain the economic claims, rights and benefits under the Non-Assignable Assets and assume the economic burdens and obligations thereunder with respect thereto in accordance with this Agreement in the same manner as if such Purchased Asset were transferred to Buyer at the ClosingAgreement, including sub-contractingby subcontracting, sub-licensing, sublicensing or sub-leasing subleasing to Buyer, or under which Seller would enforce for otherwise through the benefit of BuyerTransition Services Agreement; provided, with Buyer assuming Seller’s obligations, any and that all rights of Seller or its Affiliates against a third party thereto (with any reasonable out-of-pocket incremental costs or expenses associated with of such arrangements to cooperation and related actions shall be borne paid by Seller). Buyer and, provided further that Seller will shall promptly pay to Buyer when received all monies received by Seller under any Purchased such Non-Assignable Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Seller will continue to use its reasonable efforts to obtain any such required Consent or approval, thereunder and Buyer shall indemnify and promptly upon receipt pay Seller for all liabilities of Seller associated with such Consent will transfer and assign such Purchased Asset and such rights therein to Buyer without the payment by Buyer of any additional consideration.Non-