Common use of Non-Assignability of Assets Clause in Contracts

Non-Assignability of Assets. To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset or Assumed Agreement is prohibited by any Law or would require any governmental or third party authorizations, approvals, consents or waivers (“Consent”) and such Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period (the “Transfer Period”) beginning on the Closing Date (or, if earlier, the Non-Compete Expiration Date) and ending on the earlier of (a) one year from such date or (b) Seller consummates a Seller Change of Control (provided, however, that the Transfer Period shall not, in any case, be less than six months), Seller agrees to use its commercially reasonable efforts to obtain or satisfy, at the earliest practicable date, all Consents to facilitate the full and expeditious transfer of legal title, or Seller’s or its Selling Subsidiaries’ rights, as the case may be, to the Purchased Assets as of the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor, nor shall Seller have any obligation to extend or renew any such Assumed Agreement that may expire during such period. If the necessary Consent is obtained, Seller shall assign and transfer any such Purchased Asset or Assumed Agreement to Buyer at no additional cost, and Buyer shall thereupon assume all obligations and liabilities of Seller under any such Assumed Agreement in accordance with the terms of this Agreement. If the necessary Consent is not obtained within such period, Seller’s obligations to Buyer with respect to such Purchased Asset or Assumed Agreement shall expire, Seller shall be free to terminate any such Assumed Agreement in accordance with its terms, and under no circumstances shall the Purchase Price be reduced on account of the failure to obtain any such Consent. If any such Consents are not obtained and/or satisfied by the time of the Closing and Buyer in its sole discretion waives such requirement, then, at Seller’s expense: (a) Seller shall continue to use such commercially reasonable efforts to obtain same, (b) Seller shall at the Closing enter into such arrangements as Buyer may reasonably request in order to provide to Buyer the benefit of any the non-transferred items, until such items have been transferred to Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise and (c) Buyer shall perform such non-transferred items as subcontractor to Seller (to the extent subcontracting is permissible under the relevant item) or, where subcontracting is not permissible, as agent for Seller, until such items have been transferred to Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise. Nothing herein shall be construed as an attempt to transfer any Contract, Permit, Approval or other Purchased Asset which by its terms requires Consent to do so unless such Consent has been obtained. Buyer shall grant Seller a license to any and all Purchased Assets to the extent the same are necessary for Seller to continue to perform its obligations under any such Assumed Agreement.

Non-Assignability of Assets. To Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Transferred Asset (other than with respect to the Owned Real Property, or Assumed Agreement any portion thereof, the non-transferability of which is covered by Section 5.15 of this Agreement) or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals, consents or waivers (“Consent”) and such Consent authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and Seller and Buyer shall 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 Buyer the full rights and benefits of use of each such Transferred Asset (including enforcement for the “Transfer Period”benefit of Buyer of any and all rights of Seller or any of its Affiliates against any other party arising out of such Transferred Asset and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require, at Buyer’s expense) beginning on and to provide Buyer or its Subsidiaries the benefits of the transfer of such Transferred Asset (but solely to the extent that Buyer receives the benefits of use of such Transferred Asset). Once authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any Transferred Asset not sold, assigned, transferred, conveyed or delivered at the Closing Date (or, if earlier, the Non-Compete Expiration Date) and ending on the earlier of (a) one year from such date or (b) Seller consummates a Seller Change of Control (provided, however, that the Transfer Period shall not, in any case, be less than six months)is obtained, Seller agrees to use its commercially reasonable efforts to obtain or satisfy, at the earliest practicable date, all Consents to facilitate the full and expeditious transfer of legal titleshall, or Seller’s or shall cause its Selling Subsidiaries’ rightsAffiliates to, as the case may be, to the Purchased Assets as of the Closing Date; providedassign, howevertransfer, that neither Seller nor Buyer shall be required to pay any consideration therefor, nor shall Seller have any obligation to extend or renew any convey and deliver such Assumed Agreement that may expire during such period. If the necessary Consent is obtained, Seller shall assign and transfer any such Purchased Transferred Asset or Assumed Agreement to Buyer at no additional cost, and Buyer shall thereupon assume all obligations and liabilities of Seller under . To the extent that any such Assumed Agreement Transferred Asset cannot be transferred or the full rights and benefits of use of any such Transferred Asset cannot be provided to Buyer following the Closing despite Seller’s use of commercially reasonable efforts in accordance with the terms of this Agreement. If the necessary Consent is not obtained within such periodSection 2.10, Seller’s obligations to then Buyer with respect to such Purchased Asset or Assumed Agreement shall expire, and Seller shall be free to terminate any such Assumed Agreement in accordance with its terms, and under no circumstances shall the Purchase Price be reduced on account of the failure to obtain any such Consent. If any such Consents are not obtained and/or satisfied by the time of the Closing and Buyer in its sole discretion waives such requirement, then, at Seller’s expense: (a) Seller shall continue to use such commercially reasonable efforts to obtain same, (b) Seller shall at the Closing enter into such arrangements as Buyer may reasonably request in order (including subleasing or subcontracting if permitted) to provide to Buyer the benefit of any the non-transferred itemseconomic and operational equivalents, until such items have been transferred to Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise and (c) Buyer shall perform such non-transferred items as subcontractor to Seller (to the extent subcontracting is permissible under permitted, and designed to provide Buyer with the relevant item) or, where subcontracting is not permissible, as agent rights and benefits (including enforcement for Seller, until such items have been transferred to the benefit of Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise. Nothing herein shall be construed as an attempt to transfer any Contract, Permit, Approval or other Purchased Asset which by its terms requires Consent to do so unless such Consent has been obtained. Buyer shall grant Seller a license to of any and all Purchased Assets rights of Seller or any of its Affiliates against any other party arising out of such Transferred Asset and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require, at Buyer’s expense) of obtaining such authorization, approval, consent or waiver and the performance by Buyer of the obligations thereunder and Buyer shall direct the operations of such Transferred Assets. With respect to the provisions of this Section 2.10, Seller shall pay promptly to Buyer, when received, all income, proceeds and other monies (other than the Initial Purchase Price) received by Seller or any of its Affiliates to the extent related to any Transferred Asset (net of any Taxes (and any other costs) imposed upon Seller or any Subsidiary in connection with the same are necessary arrangements under this Section 2.10), with such Tax costs to be determined by assuming that such Transferred Assets and related operations were taxable on a stand-alone basis). If the Taxes (as so determined) and other costs imposed upon Seller or any Subsidiary in respect of such Transferred Asset exceed the monies received by Seller or any Subsidiary in respect thereof, Buyer shall promptly reimburse Seller or the applicable Subsidiary for such excess. To the extent permitted under applicable Tax law, for all Tax purposes the parties shall treat all such assets as having been transferred by Seller to continue to perform its obligations under any such Assumed AgreementBuyer at the Closing.

Non-Assignability of Assets. (a) To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset or Assumed Agreement (a “Delayed Asset”) is prohibited by any Law or would require any governmental or third third-party authorizations, approvals, consents or waivers (each, a “Consent”) and such Consent shall not have been obtained prior to as of the Closing, neither this Agreement nor any Asset Transfer and Assumption Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereofdelivery of such Delayed Asset. For a period (the “Transfer Period”) beginning on the Closing Date (or, if earlier, the Non-Compete Expiration Date) and ending on the earlier of six (a6) one year months from such date or (b) Seller consummates a Seller Change of Control (provided, however, that the Transfer Period shall not, in any case, be less than six months)date, Seller agrees and Buyer agree to use its commercially reasonable efforts to obtain or satisfy, at the earliest practicable date, all Consents cooperate to facilitate the full and expeditious transfer of legal title, or Seller’s or its Selling Subsidiaries’ rights, as the case may beensure that Buyer, to the Purchased Assets as greatest extent permitted by applicable Law following the Closing, will obtain all the economic benefits and burdens intended to be assigned in respect of the Closing Date; provided, however, that neither such Delayed Asset. Seller nor Buyer shall be required to pay any consideration therefor, nor shall Seller have any obligation to extend or renew any such Assumed Agreement that may expire during such period. If the necessary Consent is obtained, Seller shall assign and transfer any such Purchased Asset or Assumed Agreement to Buyer at no additional cost, and Buyer shall thereupon assume all obligations and liabilities of Seller under any take such Assumed Agreement in accordance with action as the terms of this Agreement. If the necessary Consent is not obtained within such period, Seller’s obligations to Buyer with respect to such Purchased Asset or Assumed Agreement shall expire, Seller shall be free to terminate any such Assumed Agreement in accordance with its terms, and under no circumstances shall the Purchase Price be reduced on account of the failure to obtain any such Consent. If any such Consents are not obtained and/or satisfied by the time of the Closing and Buyer in its sole discretion waives such requirement, then, at Seller’s expense: (a) Seller shall continue to use such commercially reasonable efforts to obtain same, (b) Seller shall at the Closing enter into such arrangements as Buyer other Party may reasonably request in order so as (i) to provide Buyer with the benefits and burdens of each Delayed Asset (including permitting Buyer to take actions, in the name of Seller, but at Buyer’s expense and only after obtaining the prior written consent of Seller (which consent will not be unreasonably withheld, conditioned, or delayed), required to enforce any rights necessary for Buyer to receive the full benefits of such Delayed Asset) and (ii) to effect collection of money or other consideration due and payable under the Delayed Asset. Seller shall pay over as soon as reasonably practicable to Buyer the benefit all money or other consideration received by it in respect of any the non-transferred itemseach Delayed Asset and shall treat all such consideration as having been received on behalf of Buyer as Buyer’s agent, until such items have been transferred to Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise and (c) including for Tax purposes. Buyer shall perform such non-transferred items reimburse or compensate Seller as subcontractor to soon as reasonably practicable for all burdens of each Delayed Asset borne by Seller (during the Transfer Period, but only to the extent subcontracting is permissible under that the relevant itemcorresponding benefit(s) or, where subcontracting is not permissible, as agent for Seller, until of such items have been transferred Delayed Asset are received by or paid over to Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise. Nothing herein shall be construed as an attempt to transfer any Contract, Permit, Approval or other Purchased Asset which by its terms requires Consent to do so unless such Consent has been obtained. Buyer shall grant Seller a license to any and all Purchased Assets to the extent the same are necessary for Seller to continue to perform its obligations under any such Assumed AgreementBuyer.

Non-Assignability of Assets. (a) To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset or Assumed Agreement (a “Delayed Asset”) is prohibited by any Law or would require any governmental or third third-party authorizations, approvals, consents or waivers (“Consent”) and such Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any an attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period (the “Transfer Period”) beginning on the Closing Date (or, if earlier, the Non-Compete Expiration Date) and ending on the earlier of twelve (a12) one year months from such date or (b) Seller consummates a Seller Change of Control (provided, however, that the Transfer Period shall not, in any case, be less than six months)date, Seller agrees and Buyer agree to use its commercially reasonable efforts to obtain or satisfy, at the earliest practicable date, all Consents cooperate to facilitate the full and expeditious transfer of legal title, or Seller’s or its Selling Subsidiaries’ rights, as the case may beprovide Buyer with, to the Purchased Assets as fullest extent permitted by applicable Law, the benefits and burdens intended to be assigned to Buyer in respect of each Delayed Asset after the Closing Date; provided, however, that neither as if the appropriate Consent has been obtained (including Seller nor Buyer shall be required to pay any consideration therefor, nor shall Seller have any obligation to extend or renew any such Assumed Agreement that may expire during such period. If the necessary Consent is obtained, Seller shall assign holding in trust and transfer any such Purchased Asset or Assumed Agreement to Buyer at no additional cost, and Buyer shall thereupon assume all obligations and liabilities of Seller under any such Assumed Agreement in accordance with the terms of this Agreement. If the necessary Consent is not obtained within such period, Selleracting as Buyer’s obligations to Buyer agent with respect to such Purchased Delayed Asset or Assumed Agreement shall expireand permitting Buyer to take actions, in the name of Seller, but at Buyer’s expense, required to enforce any rights necessary for Buyer to receive, and entering into any arrangements reasonably requested by Buyer designed to provide Buyer with, the full benefits of such Delayed Asset). Seller shall be free promptly pay over to terminate any such Assumed Agreement in accordance with its terms, and under no circumstances shall the Purchase Price be reduced on account of the failure to obtain any such Consent. If any such Consents are not obtained and/or satisfied by the time of the Closing and Buyer in its sole discretion waives such requirement, then, at Seller’s expense: (a) Seller shall continue to use such commercially reasonable efforts to obtain same, all money received in respect of any Delayed Asset minus (b) any Taxes actually paid or required to be paid by Seller shall at the Closing enter into or any of its Affiliates under applicable Law with respect to such arrangements as Buyer may reasonably request in order to provide to Buyer the benefit of any the non-transferred items, until such items have been transferred to Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise and (c) Buyer shall perform such non-transferred items as subcontractor to Seller (to the extent subcontracting is permissible under the relevant item) or, where subcontracting is not permissible, as agent for Seller, until such items have been transferred to Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise. Nothing herein shall be construed as an attempt to transfer any Contract, Permit, Approval or other Purchased Asset which by its terms requires Consent to do so unless such Consent has been obtained. Buyer shall grant Seller a license to any and all Purchased Assets to the extent the same are necessary for Seller to continue to perform its obligations under any such Assumed Agreementmoney.

Non-Assignability of Assets. To Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, sublease, assignment, transfer, conveyance or delivery to Buyer Buyers of any Purchased asset that would be an Acquired Asset or Assumed Agreement any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any Law applicable Legal Requirement or would require any governmental or third party authorizations, approvals, consents or waivers (“Consent”) waivers, and such Consent authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, this Agreement the Closing shall not constitute a proceed without the sale, assignment, sublease, transfer, conveyance or deliverydelivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in Article 7, in which event the Closing shall proceed only if the failed condition is waived by the party or parties entitled to the benefit thereof. In the event that the failed condition is waived and the Closing proceeds without the transfer, sublease or assignment of any attempted such asset, then (i) such asset shall be regarded as an Acquired Asset for purposes of the calculations required under Section 2.6 if such asset is a Current Asset and (ii) following the Closing, the parties shall use their reasonable best efforts, and cooperate with each other, to promptly obtain such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyers the benefits of use of such asset and to Sellers or their Affiliates the benefits, including any indemnities, that they would have obtained had the asset been conveyed to Buyers at the Closing. Once authorization, approval, consent or waiver for the sale, assignment, sublease, transfer, conveyance or deliverydelivery of any such asset not sold, thereof. For a period (the “Transfer Period”) beginning on assigned, subleased, transferred, conveyed or delivered at the Closing Date (or, if earlier, the Non-Compete Expiration Date) and ending on the earlier of (a) one year from such date or (b) Seller consummates a Seller Change of Control (provided, however, that the Transfer Period shall not, in any case, be less than six months), Seller agrees to use its commercially reasonable efforts to obtain or satisfy, at the earliest practicable date, all Consents to facilitate the full and expeditious transfer of legal title, or Seller’s or its Selling Subsidiaries’ rights, as the case may be, to the Purchased Assets as of the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor, nor shall Seller have any obligation to extend or renew any such Assumed Agreement that may expire during such period. If the necessary Consent is obtained, Seller Sellers shall assign or shall cause the relevant Affiliates to, assign, transfer, convey and transfer any deliver such Purchased Asset or Assumed Agreement asset to the applicable Buyer at no additional cost, and Buyer shall thereupon assume all obligations and liabilities of Seller under . To the extent that any such Assumed Agreement in accordance with asset cannot be transferred or the terms full benefits of this Agreement. If the necessary Consent is not obtained within such period, Seller’s obligations to Buyer with respect to such Purchased Asset or Assumed Agreement shall expire, Seller shall be free to terminate use of any such Assumed Agreement in accordance with its terms, and under no circumstances shall asset cannot be provided to the Purchase Price be reduced on account of the failure to obtain any such Consent. If any such Consents are not obtained and/or satisfied by the time of applicable Buyer following the Closing pursuant to this Section 2.5, then Buyers and Buyer in its sole discretion waives such requirement, then, at Seller’s expense: (a) Seller Sellers shall continue to use such commercially reasonable efforts to obtain same, (b) Seller shall at the Closing enter into such arrangements as Buyer may reasonably request in order (including subleasing, sublicensing or subcontracting) to provide to Buyer the benefit of any parties hereto the non-transferred itemseconomic (taking into account Tax costs and benefits) and operational equivalent, until such items have been transferred to Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise and (c) Buyer shall perform such non-transferred items as subcontractor to Seller (to the extent subcontracting is permissible permitted, of obtaining such authorization, approval, consent or waiver and the performance by Buyers of the obligations thereunder. Sellers shall remit to Buyers upon receipt thereof, all income, proceeds and other monies received by Sellers or any of their Affiliates in connection with its use of any asset (net of any Taxes and any other costs imposed upon Sellers or any of their Affiliates) in connection with the arrangements under the relevant item) or, where subcontracting is not permissible, as agent for Seller, until such items have been transferred to Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise. Nothing herein shall be construed as an attempt to transfer any Contract, Permit, Approval or other Purchased Asset which by its terms requires Consent to do so unless such Consent has been obtained. Buyer shall grant Seller a license to any and all Purchased Assets to the extent the same are necessary for Seller to continue to perform its obligations under any such Assumed Agreementthis Section 2.5.

Non-Assignability of Assets. To Notwithstanding anything to the contrary contained in this Agreement (except that nothing in this Section 2.10 shall modify or be deemed to modify Seller’s obligation in Section 6.2(f)), to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery delivery, or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset asset that would be a Transferred Asset, or Assumed Agreement any claim or right, or any benefit arising thereunder or resulting therefrom, is prohibited by any Law Applicable Local Law, or would require any governmental or third third-party authorizations, approvals, consents or waivers (“Consent”) waivers, and such Consent authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, this Agreement the Closing shall not constitute a proceed without the sale, assignment, lease, sublease, transfer, conveyance or deliverydelivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in Section 2.7, or any attempted sale, assignment, in which event the Closing shall proceed only if the failed condition is waived and the Closing proceeds without the transfer, conveyance lease, sublease or deliveryassignment of any such asset, thereof. For a period (then following the “Transfer Period”) beginning on the Closing Date (or, if earlierClosing, the Non-Compete Expiration Date) parties shall use their reasonable best efforts, and ending on the earlier of (a) one year from such date or (b) Seller consummates a Seller Change of Control (providedcooperate with each other, however, that the Transfer Period shall not, in any case, be less than six months), Seller agrees to use its commercially reasonable efforts to obtain promptly such authorizations, approvals, consents or satisfy, at the earliest practicable date, all Consents to facilitate the full and expeditious transfer of legal title, or Seller’s or its Selling Subsidiaries’ rights, as the case may be, to the Purchased Assets as of the Closing Datewaivers; provided, however, that neither (a) none of Seller nor or Buyer or any of their respective Affiliates shall be required to pay any consideration therefortherefor other than filing, nor recordation or similar fees and other de minimis amounts, which shall be shared equally by Seller and Buyer, and (b) Buyer shall not assume or be deemed to assume any Assumed Liability related to such non-assigned asset until such time as the applicable authorization, approval, consent or waiver has been obtained. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such asset, and to Seller or its Affiliates the benefits, including, if appropriate, any indemnities, that they would have any obligation obtained had the asset been conveyed to extend Buyer at the Closing. Once authorization, approval, consent or renew waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such Assumed Agreement that may expire during such period. If asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the necessary Consent Closing is obtained, Seller shall assign or shall cause the relevant Affiliates to, assign, transfer, convey and transfer any deliver such Purchased Asset or Assumed Agreement asset to Buyer at no additional cost, and Buyer shall thereupon assume all obligations and liabilities of Seller under . To the extent that any such Assumed Agreement in accordance with asset cannot be transferred or the terms full benefits of this Agreement. If the necessary Consent is use of any such asset cannot obtained within such period, Seller’s obligations be provided to Buyer with respect within 30 days following the Closing pursuant to such Purchased Asset or Assumed Agreement shall expirethis Section 2.10, then Buyer and Seller shall be free to terminate any such Assumed Agreement in accordance with its terms, and under no circumstances shall the Purchase Price be reduced on account of the failure to obtain any such Consent. If any such Consents are not obtained and/or satisfied by the time of the Closing and Buyer in its sole discretion waives such requirement, then, at Seller’s expense: (a) Seller shall continue to use such commercially reasonable efforts to obtain same, (b) Seller shall at the Closing enter into such arrangements as Buyer may reasonably request in order (including subleasing, sublicensing or subcontracting) to provide to Buyer the benefit of any parties hereto the non-transferred itemseconomic (taking into account Tax costs and benefits) and operational equivalent, until such items have been transferred to Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise and (c) Buyer shall perform such non-transferred items as subcontractor to Seller (to the extent subcontracting is permissible under permitted, of obtaining such authorization, approval, consent or waiver and the relevant item) or, where subcontracting is not permissible, as agent performance by Buyer of the obligations thereunder. Seller shall hold in trust for Seller, until such items have been transferred and pay to Buyer promptly upon receipt thereof (and in any event within five Business Days after receipt) all income, proceeds and other monies received by Seller or any of its Affiliate, as applicable), if ever, whether Affiliates in connection with its use of any asset (net of any Taxes and other documented out-of-pocket costs pre-approved by assignment, novation Buyer that are imposed upon Seller or otherwise. Nothing herein shall be construed as an attempt to transfer any Contract, Permit, Approval or other Purchased Asset which by of its terms requires Consent to do so unless such Consent has been obtainedAffiliates) in connection with arrangements under this Section 2.10. Buyer shall grant pay to Seller, promptly upon receipt of any invoice from Seller, all losses generated by Seller a license to or any and all Purchased Assets to of its Affiliates in connection with Buyer’s use of any asset in connection with the extent the same are necessary for Seller to continue to perform its obligations arrangements under any such Assumed Agreementthis Section 2.10.

Non-Assignability of Assets. (a) To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset or Assumed Agreement (a “Delayed Asset”) is prohibited by any Law or would require any governmental or third party authorizations, approvals, consents or waivers (“Consent”) and such Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period (the “Transfer Period”) beginning on the Closing Date (or, if earlier, the Non-Compete Expiration Date) and ending on the earlier of (a) one year six months from such date or (b) Seller consummates a Seller Change of Control (provided, however, that the Transfer Period shall not, in any case, be less than six months)date, Seller agrees and Buyer agree to use its commercially reasonable efforts to obtain or satisfy, at the earliest practicable date, all Consents cooperate to facilitate the full and expeditious transfer of legal title, or Seller’s or its Selling Subsidiaries’ rights, as the case may beensure that Buyer, to the Purchased Assets as greatest extent permitted by applicable Law following the Closing, will obtain all the economic benefits and burdens intended to be assigned in respect of the Closing Date; provided, however, that neither such Delayed Asset. Seller nor Buyer shall be required to pay any consideration therefor, nor shall Seller have any obligation to extend or renew any such Assumed Agreement that may expire during such period. If the necessary Consent is obtained, Seller shall assign and transfer any such Purchased Asset or Assumed Agreement to Buyer at no additional cost, and Buyer shall thereupon assume all obligations and liabilities of Seller under any take such Assumed Agreement in accordance with action as the terms of this Agreement. If the necessary Consent is not obtained within such period, Seller’s obligations to Buyer with respect to such Purchased Asset or Assumed Agreement shall expire, Seller shall be free to terminate any such Assumed Agreement in accordance with its terms, and under no circumstances shall the Purchase Price be reduced on account of the failure to obtain any such Consent. If any such Consents are not obtained and/or satisfied by the time of the Closing and Buyer in its sole discretion waives such requirement, then, at Seller’s expense: (a) Seller shall continue to use such commercially reasonable efforts to obtain same, (b) Seller shall at the Closing enter into such arrangements as Buyer other party may reasonably request in order so as (i) to provide Buyer with the benefits and burdens of each Delayed Asset (including permitting Buyer to take actions, in the name of Seller, but at Buyer’s expense, required to enforce any rights necessary for Buyer to receive the full benefits of such Delayed Asset) and (ii) to effect collection of money or other consideration due and payable under the Delayed Asset. Seller shall pay over as soon as reasonably practicable to Buyer the benefit all money or other consideration received by it in respect of any the non-transferred items, until each Delayed Asset and shall treat all such items have consideration as having been transferred to received on behalf of Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise and (c) Buyer shall perform such non-transferred items as subcontractor to Seller (to the extent subcontracting is permissible under the relevant item) or, where subcontracting is not permissible, as Buyer’s agent for Seller, until such items have been transferred to Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise. Nothing herein shall be construed as an attempt to transfer any Contract, Permit, Approval or other Purchased Asset which by its terms requires Consent to do so unless such Consent has been obtained. Buyer shall grant Seller a license to any and all Purchased Assets to the extent the same are necessary for Seller to continue to perform its obligations under any such Assumed AgreementTax purposes.

Non-Assignability of Assets. (a) To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset or Assumed Agreement is prohibited by any Law applicable law or would require any governmental or third party authorizations, approvals, consents or waivers (“Consent”) and such Consent shall authorizations, approvals, consents or waivers have not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period (the “Transfer Period”) beginning on the Closing Date (or, if earlier, the Non-Compete Expiration Date) and ending on the earlier of (a) one year from such date or (b) Seller consummates a Seller Change of Control (provided, however, that the Transfer Period shall not, in any case, be less than six months), Seller agrees to use its commercially reasonable efforts to obtain or satisfy, at the earliest practicable date, all Consents to facilitate the full and expeditious transfer of legal title, or Seller’s or its Selling Subsidiaries’ rights, as the case may be, to the Purchased Assets as of 12 months after the Closing Date, each of Seller and Buyer will, and will cause its respective Affiliates to, cooperate with each other in obtaining promptly such authorizations, approvals, consents or waivers; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor, nor shall Seller have any obligation to extend or renew any such Assumed Agreement that may expire during such period. If the necessary Consent an authorization, approval, consent or waiver is obtained, Seller shall assign and transfer any such assign, transfer, convey or deliver the Purchased Asset or Assumed Agreement to Buyer at no additional cost. If an authorization, and Buyer shall thereupon assume all obligations and liabilities of Seller under approval, consent or waiver with respect to any such Purchased Asset or Assumed Agreement in accordance with the terms of this Agreement. If the necessary Consent is not obtained within such period, Seller’s obligations on or prior to Buyer with respect to the first anniversary of the Closing Date (each such Purchased Asset or Assumed Agreement shall expireis referred to herein, respectively, as a "Nonassignable Purchased Asset" or "Nonassignable Assumed Agreement"), the obligation of Seller and/or its Affiliates to obtain such authorization, approval, consent or waiver expires. During such twelve month period, Seller and/or its Affiliates will continue to be bound by such Nonassignable Purchased Asset or Nonassignable Assumed Agreement, as the case may be, and Seller will, and will cause its Affiliates to, cooperate, at Buyer's reasonable request, in any reasonable and lawful arrangement designed to provide Buyer all of the benefits and risks of such Nonassignable Purchased Asset or Nonassignable Assumed Agreement, on terms and conditions satisfactory to Buyer, to the maximum extent permitted by law and by the terms of such Nonassignable Assumed Agreement, if applicable, and the assignment provisions of this Agreement shall operate (to the extent permitted by law and by such Nonassignable Assumed Agreement, if applicable) to create a subcontract, sublease or sublicense with Buyer (on terms and conditions satisfactory to Seller and Buyer) whereby Buyer will perform under such Nonassignable Assumed Agreement, if applicable, and will be free entitled to terminate any receive all related benefits of such Nonassignable Purchased Asset or Nonassignable Assumed Agreement Agreement, in accordance with its terms, and under no circumstances shall if applicable. In the Purchase Price be reduced on account of event that Seller is unable to provide Buyer with the failure to obtain any such Consent. If any such Consents are not obtained and/or satisfied arrangement described above by the time first anniversary of the Closing Date, such Nonassignable Purchased Asset or Nonassignable Assumed Agreement shall become an Excluded Asset and Buyer in its sole discretion waives such requirementall obligations and liabilities relating thereto shall constitute Excluded Liabilities. To the extent any subcontract, then, at Seller’s expense: sublease or sublicense is created pursuant to clause (a) Seller shall continue to use such commercially reasonable efforts to obtain samei), (b) Seller shall at the Closing enter into such arrangements as Buyer may reasonably request in order to provide to Buyer the benefit of any the non-transferred items, until such items have been transferred to Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise and (c1) Buyer shall pay, perform and discharge fully all obligations of Seller and its Affiliates under all such non-transferred items Nonassignable Purchased Assets and Nonassignable Assumed Agreements after the Closing Date so long as subcontractor Buyer is receiving or entitled to receive the benefits thereunder and shall indemnify Seller against any Damages incurred by Seller as a result of Buyer's failure to pay, perform and discharge fully such obligations, (to the extent subcontracting is permissible under the relevant item2) orSeller and its Affiliates shall, where subcontracting is not permissiblewithout further consideration therefor, as agent for Seller, until such items have been transferred pay and remit to Buyer (promptly any monies, rights and other consideration received by Seller or any of its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise. Nothing herein shall be construed as an attempt to transfer any Contract, Permit, Approval or other Purchased Asset which by its terms requires Consent to do so unless Affiliates in respect of all such Consent has been obtained. Buyer shall grant Seller a license to any and all Nonassignable Purchased Assets and Nonassignable Assumed Agreements and (3) Seller and its Affiliates shall exercise or exploit their rights and options under all such Nonassignable Purchased Assets and Nonassignable Assumed Agreements only as directed by Buyer and at Buyer's expense; it being understood that, to the extent the same parties are necessary for not successful in creating such subcontract, sublease or sublicense in respect of any Nonassignable Purchased Asset or Nonassignable Assumed Agreement within 12 months after the Closing Date, Buyer will have no obligation to pay, honor or discharge when due the corresponding liabilities, obligations and commitments of Seller to continue to perform or any of its obligations under any such Assumed AgreementAffiliates arising thereunder, all of which shall be treated as Excluded Liabilities.

Non-Assignability of Assets. To Notwithstanding anything to the extent that contrary set forth in this Agreement, if any consent, approval or other action from third parties necessary for the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer Transfer of any Purchased Asset Transferred Assets (including as part of the Pre-Closing Reorganization) is not obtained or Assumed Agreement is prohibited by any Law or would require any governmental or third party authorizations, approvals, consents or waivers (“Consent”) and such Consent shall does not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period (the “Transfer Period”) beginning on the Closing Date (or, if earlier, the Non-Compete Expiration Date) and ending on the earlier of (a) one year from such date or (b) Seller consummates a Seller Change of Control (provided, however, that the Transfer Period shall not, in any case, be less than six months), Seller agrees to use its commercially reasonable efforts to obtain or satisfy, at the earliest practicable date, all Consents to facilitate the full and expeditious transfer of legal title, or Seller’s or its Selling Subsidiaries’ rightsoccur, as the case may be, prior to the Purchased Closing, or the Transfer of any Transferred Assets cannot be completed due to the fact that such Transfer would violate applicable Law, then following the Closing and until the earlier of (A) the date that the applicable consent, approval or other action is obtained or occurs, as of the case may be, (B) such Transfer would no longer violate applicable Law, or (C) the date that is 12 months following the Closing Date; , (i) each of Seller, Buyer and their respective Affiliates shall, in cooperation with each other, use their respective commercially reasonable efforts to obtain or effect, as the case may be, such consent, approval or other action (provided, however, that neither Seller nor Buyer such obligation shall be required to pay any consideration thereforof no further force or effect if Seller and Buyer jointly determine that such consent, nor shall approval or other action will not be forthcoming) or effectuate such Transfer in compliance with Law, as promptly as practicable and (ii) Seller have any obligation to extend or renew any such Assumed Agreement that may expire during such period. If the necessary Consent is obtained, Seller shall assign and transfer any such Purchased Asset or Assumed Agreement to Buyer at no additional cost, and Buyer shall thereupon assume all obligations use, and liabilities of Seller shall cause their respective Subsidiaries to use, their commercially reasonable efforts to enter into alternative reasonable arrangements under which (A) Buyer shall obtain the economic claims, rights and benefits under any Transferred Asset with respect to which such Assumed Agreement in accordance with the terms of this Agreement. If the necessary Consent is consent has not obtained within such periodbeen obtained, Seller’s obligations including by subcontracting, sublicensing or subleasing to Buyer to the extent contractually permissible, and (B) Buyer shall assume any related economic burden with respect to such Purchased Asset Transferred Asset, including any Taxes, except with respect to any, or Assumed Agreement shall expireto the extent any such economic burden (including any Tax) is an, Seller Excluded Liability; provided, that in connection therewith, none of Buyer, Seller, the Company or any of their respective Affiliates shall be free required to, and shall not, without the prior written consent of the other Party, (i) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), incur any liability or concede anything of value, other than de minimis payments or payments expressly provided for in the terms of the applicable Transferred Asset, (ii) amend, supplement or otherwise modify in any material respect any Contract with any third Person, (iii) commence any litigation or (iv) agree or commit to terminate do any of the foregoing, in each case, for the purposes of giving, obtaining and/or effecting any consents, approvals or actions. Notwithstanding anything to the contrary in this Agreement or the Ancillary Agreements, this Agreement and the Ancillary Agreements shall not constitute an agreement to Transfer, directly or indirectly, any asset, claim or right or any benefit arising under or resulting from such asset, claim or right, or any liability associated with such asset, claim or right, if an attempted direct or indirect Transfer thereof, without the consent or approval of a third Person, would constitute a breach, default, violation or other contravention of the rights of such third Person, would be ineffective with respect to any Person party to any agreement concerning such asset, claim or right, would violate any applicable Law, or would in any way adversely affect the rights of Seller or any of its Affiliates or Buyer or any of its Affiliates, under such asset, claim or right, without first obtaining such consent. For so long as Seller holds any Transferred Assets and provides to Buyer any claims, rights and benefits of any such Assumed Agreement Transferred Assets pursuant to an arrangement described in accordance with its termsthis Section 4.4(c), Buyer shall indemnify and under hold harmless Seller from and against all Losses incurred or asserted as a result of Seller’s post-Closing direct or indirect ownership, management or operation of any such Transferred Assets. For the avoidance of doubt, notwithstanding that legal title to certain Transferred Assets may not be Transferred to Buyer, directly or indirectly, on the Closing Date by virtue of the operation of this Section 4.4(c), there shall be no circumstances shall change to the Purchase Price be reduced on account calculation of the Closing Cash Consideration or the Final Cash Consideration and the components thereof and adjustments thereto due to the failure to obtain any Transfer such Consent. If any such Consents are not obtained and/or satisfied by the time of Transferred Assets on the Closing and Buyer in its sole discretion waives such requirement, then, at Seller’s expense: (a) Seller shall continue to use such commercially reasonable efforts to obtain same, (b) Seller shall at the Closing enter into such arrangements as Buyer may reasonably request in order to provide to Buyer the benefit of any the non-transferred items, until such items have been transferred to Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise and (c) Buyer shall perform such non-transferred items as subcontractor to Seller (to the extent subcontracting is permissible under the relevant item) or, where subcontracting is not permissible, as agent for Seller, until such items have been transferred to Buyer (or its Affiliate, as applicable), if ever, whether by assignment, novation or otherwise. Nothing herein shall be construed as an attempt to transfer any Contract, Permit, Approval or other Purchased Asset which by its terms requires Consent to do so unless such Consent has been obtained. Buyer shall grant Seller a license to any and all Purchased Assets to the extent the same are necessary for Seller to continue to perform its obligations under any such Assumed AgreementDate.