Common use of No Assignment in Certain Circumstances Clause in Contracts

No Assignment in Certain Circumstances. Notwithstanding anything else contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any instrument, commitment, contract, lease, license, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if such a transfer or an attempt to make such a transfer without the authorization, approval, consent or waiver (collectively, "Approval") of a third party would constitute a breach or violation thereof, or affect adversely the rights of Purchaser, Purchaser's subsidiaries, Seller or Seller's subsidiaries thereunder, or constitute a Material Adverse Effect (as defined in Section 4.1 below); and any such transfer to Purchaser that requires the Approval of a third party shall be made subject only to such Approval being obtained. Seller shall use its commercially reasonable efforts to obtain any such Approval prior to the Time of Closing or AR Time of Closing, as applicable, and Purchaser shall reasonably cooperate, at Seller's cost, in connection therewith. In the event that any such Approval is not obtained on or prior to the Time of Closing or AR Time of Closing, as applicable, Seller shall, for a period of six (6) months thereafter, continue to use its commercially reasonable efforts to obtain any such Approval and cooperate with Purchaser in any reasonable and lawful arrangement to provide that Purchaser shall receive all of Seller's right, title and interest in any Asset with respect to which such Approval is required, including, without limitation, performance by Seller or such subsidiary of Seller, as agent; provided, however, that, in connection with the foregoing, Seller shall not be obligated to commence or prosecute any proceeding of any nature before any governmental entity or pay any amount to any third party other than at the sole expense of Purchaser; provided further, however, that any and all consent and assignment costs or charges expressly set forth in the Contracts, including, without limitation, payments stated to be due in connection with the sale, transfer, or other disposition of the Business by Seller, shall be paid by Seller. Notwithstanding Sections 7.1(h) and 7.1(i) hereof, no such Approval shall be a condition to Closing.

No Assignment in Certain Circumstances. Notwithstanding anything else contained in this Agreement herein to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any instrument, commitment, contract, lease, license, permit commitment or other agreement Contract or arrangement Governmental Authorization or any claim, right or benefit arising thereunder or resulting therefrom, if a sale, conveyance, assignment, transfer or delivery or an attempt to make such a sale, conveyance, assignment, transfer or delivery without the authorization, approval, consent or waiver of a third party would constitute a breach or violation thereof or adversely affect the rights of the Seller or the Buyer thereunder; and any sale, conveyance, assignment, transfer or delivery to the Buyer of any interest under any such Contract or Governmental Authorization that requires the authorization, approval, consent or waiver of a third party shall be made subject to such authorization, approval, consent or waiver being obtained. In the event that any such authorization, approval, consent or waiver is not obtained on or prior to the Closing Date and the Buyer waives its right to delivery thereof under Section 6.1, the Seller shall (a) use its commercially reasonable efforts to obtain any such authorization, approval, consent or waiver upon request by the Buyer (provided that, in obtaining any such authorization, approval, consent or waiver, the Seller shall not agree to any amendment, modification or supplement of any such Contract or Governmental Authorization without the Buyer’s prior written consent), and (b) to the greatest extent permitted by law and such Contract or Governmental Authorization (including by acting as an agent of the Buyer), hold such Contract or Governmental Authorization or any claim, right or benefit arising thereunder or resulting therefrom if in trust for the benefit of the Buyer or otherwise for the exclusive use and benefit of the Buyer such a transfer or an attempt to make that the Buyer receives the interest of the Seller in the benefits therefrom until such a transfer without the time as such authorization, approval, consent or waiver (collectivelyis obtained, "Approval") of a third party would constitute a breach or violation thereof, or affect adversely the rights of Purchaser, Purchaser's subsidiaries, Seller or Seller's subsidiaries thereunder, or constitute a Material Adverse Effect (as defined in Section 4.1 below); and any such transfer to Purchaser that requires the Approval of a third party shall be made subject only to such Approval being obtained. Seller shall use its commercially reasonable efforts to obtain any such Approval prior all at no additional cost to the Time of Closing Buyer, but such Contract or AR Time of Closing, as applicable, and Purchaser shall reasonably cooperate, at Seller's cost, in connection therewith. In the event that any such Approval is not obtained on or prior to the Time of Closing or AR Time of Closing, as applicable, Seller shall, for a period of six (6) months thereafter, continue to use its commercially reasonable efforts to obtain any such Approval and cooperate with Purchaser in any reasonable and lawful arrangement to provide that Purchaser shall receive all of Seller's right, title and interest in any Asset with respect to which such Approval is required, including, without limitation, performance by Seller or such subsidiary of Seller, as agent; provided, however, that, in connection with the foregoing, Seller Governmental Authorization shall not be obligated deemed to commence or prosecute any proceeding of any nature before any governmental entity or pay any amount to any third party other than at the sole expense of Purchaser; provided further, however, that any and all consent and assignment costs or charges expressly set forth be included in the ContractsPurchased Assets unless and until such authorization, includingapproval, without limitationconsent or waiver is obtained. The Buyer shall perform, payments stated to be due in connection with as a subcontractor or on a similar basis, the sale, transfer, obligations under such Contract or other disposition of the Business by Seller, shall be paid by Seller. Notwithstanding Sections 7.1(h) and 7.1(i) hereof, no such Approval shall be a condition to ClosingGovernmental Authorization.

No Assignment in Certain Circumstances. Notwithstanding anything else contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any instrument, commitment, contract, lease, licensepermit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom, if a sale, conveyance, assignment, transfer or delivery or an attempt to make such a sale, conveyance, assignment, transfer or delivery without the authorization, approval, consent or waiver of a third Person would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any sale, conveyance, assignment, transfer or delivery to Buyer of any interest under any such instrument, commitment, contract, lease, permit or other agreement or arrangement that requires the authorization, approval, consent or waiver of a third Person shall be made subject to such authorization, approval, consent or waiver being obtained. In the event that any such authorization, approval, consent or waiver is not obtained on or prior to the Closing Date, Seller shall, at Buyer’s sole cost and expense, use their commercially reasonable efforts to obtain any such authorization, approval, consent or waiver (provided that, in obtaining any such authorization, approval, consent or waiver, (i) Seller shall not agree to any amendment, modification or supplement of any such instrument, commitment, contract, lease, permit or other agreement or arrangement, except with Buyer’s consent, and (ii) Buyer shall use its commercially reasonable efforts to assist Seller in obtaining any such authorization, approval, consent or waiver), and Seller (at Buyer’s cost and expense) shall to the greatest extent permitted by law and any such instrument, commitment, contract, lease, permit or other agreement or arrangement (including by acting as an agent of Buyer), hold such instrument, commitment, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if in trust for the benefit of Buyer or otherwise for the exclusive use and benefit of Buyer such a transfer or an attempt to make that Buyer receives the interest of Seller in the benefits therefrom until such a transfer without the time as such authorization, approval, consent or waiver (collectively, "Approval") of a third party would constitute a breach or violation thereof, or affect adversely the rights of Purchaser, Purchaser's subsidiaries, Seller or Seller's subsidiaries thereunder, or constitute a Material Adverse Effect (as defined in Section 4.1 below); and any such transfer to Purchaser that requires the Approval of a third party shall be made subject only to such Approval being is obtained. Seller shall use its commercially reasonable efforts to obtain any such Approval prior to the Time of Closing or AR Time of Closing, as applicable, and Purchaser shall reasonably cooperate, at Seller's cost, in connection therewith. In the event that any such Approval is not obtained on or prior to the Time of Closing or AR Time of Closing, as applicable, Seller shall, for a period of six (6) months thereafter, continue to use its commercially reasonable efforts to obtain any such Approval and cooperate with Purchaser in any reasonable and lawful arrangement to provide that Purchaser shall receive all of Seller's right, title and interest in any Asset with respect to which such Approval is required, including, without limitation, performance by Seller or such subsidiary of Seller, as agent; provided, however, that, in connection with the foregoing, Seller shall not be obligated to commence or prosecute any proceeding of any nature before any governmental entity or pay any amount to any third party other than at the sole expense of Purchaser; provided further, however, that any and all consent and assignment costs or charges expressly set forth in the Contracts, including, without limitation, payments stated to be due in connection with the sale, transfer, or other disposition of the Business by Seller, shall be paid by Seller. Notwithstanding Sections 7.1(h) and 7.1(i) hereof, no such Approval shall be a condition to Closing.

No Assignment in Certain Circumstances. Notwithstanding anything else contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any instrument, commitment, contract, lease, license, permit commitment or other Assigned Contract or arrangement or Permit or any claim, right or benefit arising thereunder or resulting therefrom, if a sale, conveyance, assignment, transfer or delivery or an attempt to make such a sale, conveyance, assignment, transfer or delivery without the authorization, approval, consent or waiver of a third party would constitute a breach or violation thereof or affect adversely the rights of the Seller or the Buyer thereunder; and any sale, conveyance, assignment, transfer or delivery to the Buyer of any interest under any such instrument, commitment or other Assigned Contract or arrangement or Permit that requires the authorization, approval, consent or waiver of a third party shall be made subject to such authorization, approval, consent or waiver being obtained. In the event that any such authorization, approval, consent or waiver is not obtained on or prior to the Closing Date and the Buyer waives its right to delivery thereof under Section 2.7(a)(xi), the FBGH Parties shall use their reasonable best efforts to obtain any such authorization, approval, consent or waiver upon request by the Buyer (provided that in obtaining any such authorization, approval, consent or waiver, no FBGH Party shall agree to any amendment, modification or supplement of any such instrument, commitment or other Assigned Contract or arrangement or Permit), and the FBGH Parties shall, to the greatest extent permitted by law and any such agreement or instrument, commitment or other Assigned Contract or arrangement or Permit (including by acting as an agent of Buyer or its Affiliates), hold such instrument, commitment or other Assigned Contract or arrangement or Permit or any claim, right or benefit arising thereunder or resulting therefrom if in trust for the benefit of the Buyer and its Affiliates or otherwise for the exclusive use and benefit of the Buyer and its Affiliates such a transfer or an attempt to make that the Buyer and its Affiliates receive the interest of the Selling Parties in the benefits therefrom until such a transfer without the time as such authorization, approval, consent or waiver (collectivelyis obtained, "Approval") of a third party would constitute a breach or violation thereof, or affect adversely the rights of Purchaser, Purchaser's subsidiaries, Seller or Seller's subsidiaries thereunder, or constitute a Material Adverse Effect (as defined in Section 4.1 below); and any such transfer to Purchaser that requires the Approval of a third party shall be made subject only to such Approval being obtained. Seller shall use its commercially reasonable efforts to obtain any such Approval prior all at no additional cost to the Time of Closing Buyer, but such instrument, commitment or AR Time of Closing, as applicable, and Purchaser shall reasonably cooperate, at Seller's cost, in connection therewith. In the event that any such Approval is not obtained on other Contract or prior to the Time of Closing arrangement or AR Time of Closing, as applicable, Seller shall, for a period of six (6) months thereafter, continue to use its commercially reasonable efforts to obtain any such Approval and cooperate with Purchaser in any reasonable and lawful arrangement to provide that Purchaser shall receive all of Seller's right, title and interest in any Asset with respect to which such Approval is required, including, without limitation, performance by Seller or such subsidiary of Seller, as agent; provided, however, that, in connection with the foregoing, Seller Permit shall not be obligated deemed to commence or prosecute any proceeding of any nature before any governmental entity or pay any amount to any third party other than at the sole expense of Purchaser; provided further, however, that any and all consent and assignment costs or charges expressly set forth be included in the ContractsPurchased Assets unless and until such authorization, includingapproval, without limitationconsent or waiver is obtained. The Buyer shall perform, payments stated to be due in connection with as a subcontractor or on a similar basis, the saleobligations under such instrument, transfer, commitment or other disposition of the Business by Seller, shall be paid by Seller. Notwithstanding Sections 7.1(h) and 7.1(i) hereof, no such Approval shall be a condition to ClosingContract or arrangement or Permit.

No Assignment in Certain Circumstances. Notwithstanding anything else contained in this Agreement herein to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any instrument, commitment, contract, lease, license, permit commitment or other Contract or arrangement or Governmental Authorization or any claim, right or benefit arising thereunder or resulting therefrom, if a sale, conveyance, assignment, transfer or delivery or an attempt to make such a sale, conveyance, assignment, transfer or delivery without the authorization, approval, consent or waiver of a third party would constitute a breach or violation thereof or affect adversely the rights of any of the Sellers or the Buyer thereunder; and any sale, conveyance, assignment, transfer or delivery to the Buyer of any interest under any such instrument, commitment or other Contract or arrangement or Governmental Authorization that requires the authorization, approval, consent or waiver of a third party shall be made subject to such authorization, approval, consent or waiver being obtained. In the event that any such authorization, approval, consent or waiver is not obtained on or prior to the Closing Date and the Buyer waives its right to delivery thereof under Section 7.2, each of the Selling Parties shall use their respective commercially reasonable efforts to obtain any such authorization, approval, consent or waiver upon request by the Buyer (provided that in obtaining any such authorization, approval, consent or waiver, no Selling Parties shall agree to any amendment, modification or supplement of any such instrument, commitment or other Contract or arrangement or Governmental Authorization without the Buyer’s prior written consent), and the Seller which is a party thereto or a recipient or holder thereof shall, to the greatest extent permitted by law and any such agreement or instrument, commitment or other Contract or arrangement or Governmental Authorization (including by acting as an agent of Buyer or its Affiliates), hold such instrument, commitment or other Contract or arrangement or Governmental Authorization or any claim, right or benefit arising thereunder or resulting therefrom if in trust for the benefit of the Buyer and its Affiliates or otherwise for the exclusive use and benefit of the Buyer and its Affiliates such a transfer or an attempt to make that the Buyer and its Affiliates receive the interest of such a transfer without Seller in the benefits therefrom until such time as such authorization, approval, consent or waiver (collectivelyis obtained, "Approval") of a third party would constitute a breach or violation thereof, or affect adversely the rights of Purchaser, Purchaser's subsidiaries, Seller or Seller's subsidiaries thereunder, or constitute a Material Adverse Effect (as defined in Section 4.1 below); and any such transfer to Purchaser that requires the Approval of a third party shall be made subject only to such Approval being obtained. Seller shall use its commercially reasonable efforts to obtain any such Approval prior all at no additional cost to the Time of Closing Buyer, but such instrument, commitment or AR Time of Closing, as applicable, and Purchaser shall reasonably cooperate, at Seller's cost, in connection therewith. In the event that any such Approval is not obtained on other Contract or prior to the Time of Closing arrangement or AR Time of Closing, as applicable, Seller shall, for a period of six (6) months thereafter, continue to use its commercially reasonable efforts to obtain any such Approval and cooperate with Purchaser in any reasonable and lawful arrangement to provide that Purchaser shall receive all of Seller's right, title and interest in any Asset with respect to which such Approval is required, including, without limitation, performance by Seller or such subsidiary of Seller, as agent; provided, however, that, in connection with the foregoing, Seller Governmental Authorization shall not be obligated deemed to commence be included in the Purchased Assets unless and until such authorization, approval, consent or prosecute waiver is obtained. The Buyer shall perform, as a subcontractor or on a similar basis, the obligations under such instrument, commitment or other Contract or arrangement or Governmental Authorization, and shall indemnify the Sellers for any proceeding Liabilities arising out of any nature before breach by the Buyer of any governmental entity or pay any amount to any third party other than at the sole expense of Purchaser; provided furthersuch instrument, however, that any and all consent and assignment costs or charges expressly set forth in the Contracts, including, without limitation, payments stated to be due in connection with the sale, transfer, commitment or other disposition of the Business by Seller, shall be paid by Seller. Notwithstanding Sections 7.1(h) and 7.1(i) hereof, no such Approval shall be a condition to ClosingContract or arrangement or Governmental Authorization.

No Assignment in Certain Circumstances. Notwithstanding anything else contained in this Agreement herein to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any instrument, commitment, contract, lease, license, permit commitment or other Contract or arrangement or Governmental Authorization or any claim, right or benefit arising thereunder or resulting therefrom, if a sale, conveyance, assignment, transfer or delivery or an attempt to make such a sale, conveyance, assignment, transfer or delivery without the authorization, approval, consent or waiver of a third party would constitute a breach or violation thereof or affect adversely the rights of the Seller or the Buyer thereunder; and any sale, conveyance, assignment, transfer or delivery to the Buyer of any interest under any such instrument, commitment or other Contract or arrangement or Governmental Authorization that requires the authorization, approval, consent or waiver of a third party shall be made subject to such authorization, approval, consent or waiver being obtained. In the event that any such authorization, approval, consent or waiver is not obtained on or prior to the Closing Date and the Buyer waives its right to delivery thereof under Section 6.2, the Seller shall use its commercially reasonable efforts to obtain any such authorization, approval, consent or waiver upon request by the Buyer (provided that in obtaining any such authorization, approval, consent or waiver, the Seller shall not agree to any amendment, modification or supplement of any such instrument, commitment or other Contract or arrangement or Governmental Authorization), and the Seller shall, to the greatest extent permitted by law and any such agreement or instrument, commitment or other Contract or arrangement or Governmental Authorization (including by acting as an agent of Buyer or its Affiliates), hold such instrument, commitment or other Contract or arrangement or Governmental Authorization or any claim, right or benefit arising thereunder or resulting therefrom if in trust for the benefit of the Buyer and its Affiliates or otherwise for the exclusive use and benefit of the Buyer and its Affiliates such a transfer or an attempt to make that the Buyer and its Affiliates receive the interest of the Seller in the benefits therefrom until such a transfer without the time as such authorization, approval, consent or waiver (collectivelyis obtained, "Approval") of a third party would constitute a breach or violation thereof, or affect adversely the rights of Purchaser, Purchaser's subsidiaries, Seller or Seller's subsidiaries thereunder, or constitute a Material Adverse Effect (as defined in Section 4.1 below); and any such transfer to Purchaser that requires the Approval of a third party shall be made subject only to such Approval being obtained. Seller shall use its commercially reasonable efforts to obtain any such Approval prior all at no additional cost to the Time of Closing Buyer, but such instrument, commitment or AR Time of Closing, as applicable, and Purchaser shall reasonably cooperate, at Seller's cost, in connection therewith. In the event that any such Approval is not obtained on other Contract or prior to the Time of Closing arrangement or AR Time of Closing, as applicable, Seller shall, for a period of six (6) months thereafter, continue to use its commercially reasonable efforts to obtain any such Approval and cooperate with Purchaser in any reasonable and lawful arrangement to provide that Purchaser shall receive all of Seller's right, title and interest in any Asset with respect to which such Approval is required, including, without limitation, performance by Seller or such subsidiary of Seller, as agent; provided, however, that, in connection with the foregoing, Seller Governmental Authorization shall not be obligated deemed to commence or prosecute any proceeding of any nature before any governmental entity or pay any amount to any third party other than at the sole expense of Purchaser; provided further, however, that any and all consent and assignment costs or charges expressly set forth be included in the ContractsPurchased Assets unless and until such authorization, includingapproval, without limitationconsent or waiver is obtained. The Buyer shall perform, payments stated to be due in connection with as a subcontractor or on a similar basis, the saleobligations under such instrument, transfer, commitment or other disposition of the Business by Seller, shall be paid by Seller. Notwithstanding Sections 7.1(h) and 7.1(i) hereof, no such Approval shall be a condition to ClosingContract or arrangement or Governmental Authorization.

No Assignment in Certain Circumstances. Notwithstanding anything else contained in this Agreement herein to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any instrument, commitment, contract, lease, licensePermit or other agreement or arrangement or any claim, permit right or benefit arising thereunder or resulting therefrom, if a sale, conveyance, assignment, transfer or delivery or an attempt to make such a sale, conveyance, assignment, transfer or delivery without the authorization, approval, consent or waiver of a third party would constitute a breach or violation thereof or affect adversely the rights of Sellers or Buyer thereunder; and any sale, conveyance, assignment, transfer or delivery to Buyer of any interest under any such instrument, commitment, Contract, lease, Permit or other agreement or arrangement that requires the authorization, approval, consent or waiver of a third party shall be made subject to such authorization, approval, consent or waiver being obtained. In the event that any such authorization, approval, consent or waiver is not obtained on or prior to the Closing Date, Sellers shall use its commercially reasonable efforts to obtain any such authorization, approval, consent or waiver (provided that, in obtaining any such authorization, approval, consent or waiver, Sellers shall not agree to any amendment, modification or supplement of any such instrument, commitment, contract, lease, Permit or other agreement or arrangement, except with Buyer's consent), and Sellers shall, to the greatest extent permitted by Law and any such instrument, commitment, contract, lease, Permit or other agreement or arrangement (including by acting as an agent of Buyer or its Affiliates), hold such instrument, commitment, contract, lease, Permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if in trust for the benefit of Buyer and its Affiliates or otherwise for the exclusive use and benefit of Buyer and its Affiliates such a transfer or an attempt to make that Buyer and its Affiliates receive the interest of Sellers in the benefits therefrom until such a transfer without the time as such authorization, approval, consent or waiver (collectively, "Approval") of a third party would constitute a breach or violation thereof, or affect adversely the rights of Purchaser, Purchaser's subsidiaries, Seller or Seller's subsidiaries thereunder, or constitute a Material Adverse Effect (as defined in Section 4.1 below); and any such transfer to Purchaser that requires the Approval of a third party shall be made subject only to such Approval being is obtained. Seller To the extent Buyer shall use its commercially reasonable efforts to obtain any receive such Approval prior to the Time of Closing or AR Time of Closingbenefits, Buyer shall perform, as applicablea subcontractor or on a similar basis, and Purchaser shall reasonably cooperatethe obligations under such instrument, at Seller's costcommitment, in connection therewith. In the event that any such Approval is not obtained on or prior to the Time of Closing or AR Time of Closingcontract, as applicablelease, Seller shall, for a period of six (6) months thereafter, continue to use its commercially reasonable efforts to obtain any such Approval and cooperate with Purchaser in any reasonable and lawful arrangement to provide that Purchaser shall receive all of Seller's right, title and interest in any Asset with respect to which such Approval is required, including, without limitation, performance by Seller or such subsidiary of Seller, as agent; provided, however, that, in connection with the foregoing, Seller shall not be obligated to commence or prosecute any proceeding of any nature before any governmental entity or pay any amount to any third party other than at the sole expense of Purchaser; provided further, however, that any and all consent and assignment costs or charges expressly set forth in the Contracts, including, without limitation, payments stated to be due in connection with the sale, transfer, Permit or other disposition of the Business by Seller, shall be paid by Seller. Notwithstanding Sections 7.1(h) and 7.1(i) hereof, no such Approval shall be a condition to Closingagreement or arrangement.

No Assignment in Certain Circumstances. Notwithstanding anything else contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any instrument, commitment, contract, lease, licensepermit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom, if a sale, conveyance, assignment, transfer or delivery or an attempt to make such a sale, conveyance, assignment, transfer or delivery without the authorization, approval, consent or waiver of a third Person would constitute a breach or violation thereof or affect adversely the rights of Buyer or Sellers thereunder; and any sale, conveyance, assignment, transfer or delivery to Buyer of any interest under any such instrument, commitment, contract, lease, permit or other agreement or arrangement that requires the authorization, approval, consent or waiver of a third Person shall be made subject to such authorization, approval, consent or waiver being obtained. In the event that any such authorization, approval, consent or waiver is not obtained on or prior to the Closing Date, Sellers shall, and they shall cause their Affiliates to, at Buyer’s sole cost and expense use their commercially reasonable efforts to obtain any such authorization, approval, consent or waiver (provided that, in obtaining any such authorization, approval, consent or waiver, (i) Sellers shall not, and shall cause their Affiliates not to, agree to any amendment, modification or supplement of any such instrument, commitment, contract, lease, permit or other agreement or arrangement, except with Buyer’s consent, and (ii) Buyer shall use their commercially reasonable efforts to assist Sellers in obtaining any such authorization, approval, consent or waiver), and Sellers (at Buyer’s cost and expense) shall, and they shall cause their Affiliates to, to the greatest extent permitted by law and any such instrument, commitment, contract, lease, permit or other agreement or arrangement (including by acting as an agent of Buyer), hold such instrument, commitment, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if in trust for the benefit of Buyer or otherwise for the exclusive use and benefit of Buyer such a transfer or an attempt to make that Buyer receives the interest of Sellers in the benefits therefrom until such a transfer without the time as such authorization, approval, consent or waiver (collectively, "Approval") of a third party would constitute a breach or violation thereof, or affect adversely the rights of Purchaser, Purchaser's subsidiaries, Seller or Seller's subsidiaries thereunder, or constitute a Material Adverse Effect (as defined in Section 4.1 below); and any such transfer to Purchaser that requires the Approval of a third party shall be made subject only to such Approval being is obtained. Seller shall use its commercially reasonable efforts to obtain any such Approval prior to the Time of Closing or AR Time of Closing, as applicable, and Purchaser shall reasonably cooperate, at Seller's cost, in connection therewith. In the event that any such Approval is not obtained on or prior to the Time of Closing or AR Time of Closing, as applicable, Seller shall, for a period of six (6) months thereafter, continue to use its commercially reasonable efforts to obtain any such Approval and cooperate with Purchaser in any reasonable and lawful arrangement to provide that Purchaser shall receive all of Seller's right, title and interest in any Asset with respect to which such Approval is required, including, without limitation, performance by Seller or such subsidiary of Seller, as agent; provided, however, that, in connection with the foregoing, Seller shall not be obligated to commence or prosecute any proceeding of any nature before any governmental entity or pay any amount to any third party other than at the sole expense of Purchaser; provided further, however, that any and all consent and assignment costs or charges expressly set forth in the Contracts, including, without limitation, payments stated to be due in connection with the sale, transfer, or other disposition of the Business by Seller, shall be paid by Seller. Notwithstanding Sections 7.1(h) and 7.1(i) hereof, no such Approval shall be a condition to Closing.

No Assignment in Certain Circumstances. Notwithstanding anything else contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any instrument, commitment, contractContract, lease, license, permit License and Permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if such a transfer or an attempt to make such a transfer without the authorization, approval, consent or waiver (collectively, "“Approval"”) of a third party would constitute a breach or violation thereof, or affect adversely the rights of Purchaserthe Buyer, Purchaser's subsidiaries, the Seller or the Seller's subsidiaries ’s Subsidiaries and other Affiliates thereunder, or constitute a Material Adverse Effect (as defined in Section 4.1 below)Effect; and any such transfer to Purchaser the Buyer that requires the Approval of a third party shall be made subject only to such Approval being obtained. The Seller shall obtain any such Approvals listed on Schedule 7.3(a) prior to the Closing, and shall use its commercially reasonable efforts to obtain any such Approval prior to the Time of Closing or AR Time of Closing, as applicableother required Approval, and Purchaser the Buyer shall reasonably cooperate, at Seller's cost, cooperate in connection therewith. In Notwithstanding the event foregoing, if, after commercially reasonable attempts over no fewer than five (5) days following the date hereof, the Seller determines that any such Approval is not likely to be obtained on or prior to the Time of Closing or AR Time of Closing, as applicable, Seller shall, for a period of six (6) months thereafter, continue to use its using commercially reasonable efforts with respect to one or more of the agreements listed on Schedule 2.6 (the “Covered Licenses”), then the Seller shall notify the Buyer of such determination in writing (each, a “No Consent Notice”) and, thereafter, the Seller shall have no further obligation to obtain any such Approval and cooperate with Purchaser in any reasonable and lawful arrangement respect to provide that Purchaser the applicable Covered Licenses. The Buyer shall receive all of the Seller's ’s or the Seller’s Subsidiary’s and other Affiliate’s right, title and interest in any Transferred Asset with respect to which such Approval is required, including, without limitation, including performance by the Seller or such subsidiary of the Seller’s Subsidiary or other Affiliates, as agent; provided, however, that, in connection with the foregoing, Seller shall not be obligated to commence or prosecute any proceeding of any nature before any governmental entity or pay any amount to any third party other than at the sole expense of Purchaser; provided further, however, that any and all consent and assignment costs or charges expressly set forth in the relating to such Contracts, including, without limitation, including payments stated slated to be due in connection with the sale, transfer, or other disposition of the Business or Transferred Asset by the Seller, shall be paid by the Seller. Notwithstanding Sections 7.1(h) and 7.1(i) hereof, no such Approval shall be a condition to Closing.

No Assignment in Certain Circumstances. Notwithstanding anything else contained in this Agreement herein to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any license, instrument, commitment, contractlease, Permit or other Contract or arrangement or Governmental Authorization or any claim, right or benefit arising thereunder or resulting therefrom, if a sale, conveyance, assignment, transfer or delivery or an attempt to make such a sale, conveyance, assignment, transfer or delivery without the authorization, approval, consent or waiver of a third party would constitute a breach or violation thereof or affect adversely the rights of Seller thereunder; and any sale, conveyance, assignment, transfer or delivery to Buyer of any interest under any such license, instrument, commitment, lease, license, permit Permit or other Contract or arrangement or Governmental Authorization that requires the authorization, approval, consent or waiver of a third party shall be made subject to such authorization, approval, consent or waiver being obtained. In the event that any such authorization, approval, consent or waiver is not obtained on or prior to the Closing Date and Seller waives the condition to its obligation to close the transaction set forth in Section 6.3, (i) Buyer shall have the right, but not the obligation, to use its reasonable commercial efforts to obtain any such authorization, approval, consent or waiver following the Closing, and (ii) Seller shall, to the greatest extent permitted by law and any such agreement or instrument, commitment, lease, Permit or other Contract or arrangement or Governmental Authorization (including by acting as an agent of Buyer or its Affiliates) and under and subject to limitations arising under the circumstances that Buyer will own the Purchased Assets and be operating the Business, continue to comply with, maintain and hold such instrument, commitment, lease or other Contract or arrangement or Governmental Authorization or any claim, right or benefit arising thereunder or resulting therefrom if in trust for the benefit of Buyer or otherwise for the exclusive use and benefit of Buyer such a transfer that Buyer receives the interest of Seller in the benefits therefrom until the earlier of the nine month anniversary of the Closing Date or an attempt to make such a transfer without the time as such authorization, approval, consent or waiver (collectivelyis obtained, "Approval") of a third party would constitute a breach but such instrument, commitment, lease or violation thereof, other Contract or affect adversely the rights of Purchaser, Purchaser's subsidiaries, Seller arrangement or Seller's subsidiaries thereunder, or constitute a Material Adverse Effect (as defined in Section 4.1 below); and any such transfer to Purchaser that requires the Approval of a third party shall be made subject only to such Approval being obtained. Seller shall use its commercially reasonable efforts to obtain any such Approval prior to the Time of Closing or AR Time of Closing, as applicable, and Purchaser shall reasonably cooperate, at Seller's cost, in connection therewith. In the event that any such Approval is not obtained on or prior to the Time of Closing or AR Time of Closing, as applicable, Seller shall, for a period of six (6) months thereafter, continue to use its commercially reasonable efforts to obtain any such Approval and cooperate with Purchaser in any reasonable and lawful arrangement to provide that Purchaser shall receive all of Seller's right, title and interest in any Asset with respect to which such Approval is required, including, without limitation, performance by Seller or such subsidiary of Seller, as agent; provided, however, that, in connection with the foregoing, Seller Governmental Authorization shall not be obligated deemed to commence or prosecute any proceeding of any nature before any governmental entity or pay any amount to any third party other than at the sole expense of Purchaser; provided further, however, that any and all consent and assignment costs or charges expressly set forth be included in the ContractsPurchased Assets unless and until such authorization, includingapproval, without limitationconsent or waiver is obtained. Buyer shall perform, payments stated to be due in connection with as a subcontractor or on a similar basis, the saleobligations under any such instrument, transfercommitment, contract, lease, Permit or other disposition of the Business by Seller, shall be paid by Seller. Notwithstanding Sections 7.1(h) and 7.1(i) hereof, no such Approval shall be agreement or arrangement that Buyer wishes to include as a condition Purchased Asset or wishes Seller to Closingmaintain hereunder.