Common use of Non-Assignability of Assets Clause in Contracts

Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e), if and to the extent that the transfer or assignment from Seller or any of its Affiliates to Buyer of any Transferred Asset would be a violation of applicable Law with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder as a result of the failure to obtain or make any consent, approval, waiver, authorization, notice or filing required to be made in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations have been made or obtained; it being understood that no adjustment to the Purchase Price will be made as a result of the failure to transfer or assign any Delayed Transfer Asset. (b) If the transfer or assignment of any Transferred Asset (other than, at the Closing, a Transferred Asset Related to a Disputed MCE System) intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of the failure to obtain any Authorization, then Seller or its Affiliate shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit of Buyer (at the expense of Buyer), insofar as reasonably possible. In addition, to the extent not prohibited by Law, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Buyer. To the extent permitted by Law and to the extent otherwise permissible in light of any required Authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.11 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.11, are obtained, the transfer of the applicable Transferred Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Ancillary Agreements. (d) Prior to the Closing Date, Seller shall deliver to Buyer a list identifying, in reasonable detail and to the Knowledge of Seller, the Delayed Transfer Assets and the Authorizations required therefor. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure to Buyer, (i) any Delayed Transferred Assets referred to in this Section 2.11(e) shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest).

Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e), if and to the extent that the transfer or assignment from Seller or any of its Affiliates to Buyer of any Transferred Asset (other than any JV Interests or any Transferred Asset held by a Transferred Joint Venture Entity) would be a violation of applicable Law with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder as a result of the failure to obtain or make any consent, approval, waiver, authorization, notice or filing required to be made in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations have been made or obtained; it being understood that no adjustment to the Purchase Price will be made as a result of the failure to transfer or assign any Delayed Transfer Asset. (b) If the transfer or assignment of any Transferred Asset (other thanthan any JV Interests or a Transferred Asset held by a Transferred Joint Venture Entity or, at the Closing, a Transferred Asset Related to a Disputed MCE System) intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of the failure to obtain any Authorization, then Seller or its Affiliate shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit of Buyer (at the expense of Buyer), insofar as reasonably possible. In addition, to the extent not prohibited by Law, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Buyer. To the extent permitted by Law and to the extent otherwise permissible in light of any required Authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.11 2.13 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.112.13, are obtained, the transfer of the applicable Transferred Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Ancillary Agreements. (d) Prior to the Closing Date, Seller shall deliver to Buyer a list identifying, in reasonable detail and to the Knowledge of Seller, the Delayed Transfer Assets and the Authorizations required therefor. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b2.13(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure to Buyer, (i) any Delayed Transferred Assets referred to in this Section 2.11(e2.13(e) shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest).

Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e), if and to To the extent that the transfer sale, assignment, transfer, conveyance or assignment from Seller delivery or any of its Affiliates attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Transferred Asset would be a violation of applicable Law with respect to such Transferred Purchased Asset or otherwise adversely affect the rights of the applicable transferee thereunder as a result of the failure to obtain Assumed Agreement is prohibited by any Law or make would require any consentgovernmental or third party authorizations, approvalapprovals, waiver, authorization, notice consents or filing required to be made in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Asset waivers (each, a “Delayed Transfer AssetConsent”) and such Consent shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations not have been made or obtained; it being understood that no adjustment obtained prior to the Purchase Price will be made as Closing, this Agreement shall not constitute a result 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 the failure to transfer (a) one year from such date or assign any Delayed Transfer Asset. (b) If Seller consummates a Seller Change of Control (provided, however, that the transfer or assignment of Transfer Period shall not, in any Transferred Asset (other thancase, at the Closing, a Transferred Asset Related to a Disputed MCE System) intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of the failure to obtain any Authorization, then Seller or its Affiliate shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit of Buyer (at the expense of Buyerless than six months), insofar as reasonably possible. In addition, to the extent not prohibited by Law, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Buyer. To the extent permitted by Law and to the extent otherwise permissible in light of any required Authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.11 and the parties hereto agree agrees to use its commercially reasonable efforts to cooperate obtain or satisfy, at the earliest practicable date, all Consents to facilitate the full and coordinate with respect thereto. (c) If and when the Authorizations, the absence of which caused the deferral of 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 Transferred Asset pursuant consideration therefor, nor shall Seller have any obligation to this Section 2.11, are extend or renew any such Assumed Agreement that may expire during such period. If the necessary Consent is obtained, the Seller shall assign and transfer of the applicable Transferred any such Purchased Asset or Assumed Agreement to Buyer at no additional cost, and Buyer shall automatically thereupon assume all obligations and without further action be effected 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 and the applicable Ancillary Agreements. (d) Prior to the Closing Dateshall expire, Seller shall deliver 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 a list identifyingthe benefit of any the non-transferred items, in reasonable detail 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 Knowledge of extent subcontracting is permissible under the relevant item) or, where subcontracting is not permissible, as agent for Seller, the Delayed Transfer 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 and the Authorizations required therefor. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure extent the same are necessary for Seller to Buyer, (i) continue to perform its obligations under any Delayed Transferred Assets referred to in this Section 2.11(e) shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest)Assumed Agreement.

Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e), if and to the extent that the transfer or assignment from Seller or any of its Affiliates to Buyer of any Transferred Asset (other than any JV Interests or any Transferred Asset held by a Transferred Joint Venture Entity) would be a violation of applicable Law with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder as a result of the failure to obtain or make any consent, approval, waiver, authorization, notice or filing required to be made in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations have been made or obtained; it being understood that no adjustment to the Purchase Price will be made as a result of the failure to transfer or assign any Delayed Transfer Asset. (b) If the transfer or assignment of any Transferred Asset (other thanthan any JV Interests or a Transferred Asset held by a Transferred Joint Venture Entity or, at the Closing, a Transferred Asset Related to a Disputed MCE System) intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of the failure to obtain any Authorization, then Seller or its Affiliate shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit of Buyer (at the expense of Buyer), insofar as reasonably possible. In addition, to the extent not prohibited by Law, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Buyer. To the extent permitted by Law and to the extent otherwise permissible in light of any required Authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.11 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.11, are obtained, the transfer of the applicable Transferred Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Ancillary Agreements. (d) Prior to the Closing Date, Seller shall deliver to Buyer a list identifying, in reasonable detail and to the Knowledge of Seller, the Delayed Transfer Assets and the Authorizations required therefor. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure to Buyer, (i) any Delayed Transferred Assets referred to in this Section 2.11(e) shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest).Section

Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e), if and to To the extent that the transfer sale, assignment, transfer, conveyance or assignment from Seller delivery or any of its Affiliates attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Transferred Asset would be a violation of applicable Law with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder as a result of the failure to obtain or make any consent, approval, waiver, authorization, notice or filing required to be made in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Purchased Asset (each, a “Delayed Transfer Asset”) is prohibited by any Law or would require any governmental or third party authorizations, approvals, consents or waivers (“Consent”) and such Consent shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations not have been made or obtained; it being understood that no adjustment obtained prior to the Purchase Price will be made as a result of the failure to transfer or assign any Delayed Transfer Asset. (b) If the transfer or assignment of any Transferred Asset (other than, at the Closing, this Agreement shall not constitute a Transferred Asset Related to sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a Disputed MCE Systemperiod (the “Transfer Period”) intended to be transferred or assigned hereunder is not consummated prior to or at beginning on the Closing as a result of the failure to obtain any Authorization, then Seller or its Affiliate shall thereafter, directly or indirectly, hold Date and ending six months from such Transferred Asset for the use and benefit of Buyer (at the expense of Buyer), insofar as reasonably possible. In addition, to the extent not prohibited by Lawdate, Seller shall take or cause to be taken such other actions as may be reasonably requested by and Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Buyer. To the extent permitted by Law and to the extent otherwise permissible in light of any required Authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.11 and the parties hereto agree to use commercially reasonable efforts to cooperate to ensure that Buyer, to the greatest extent permitted by applicable Law following the Closing, will obtain all the economic benefits and coordinate burdens intended to be assigned in respect of such Delayed Asset. Seller and Buyer shall take such action as the other party may reasonably request 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 all money or other consideration received by it in respect of each Delayed Asset and shall treat all such consideration as having been received on behalf of Buyer as Buyer’s agent for Tax purposes. (b) During the Transfer Period, Seller shall continue to use its commercially reasonable efforts to obtain all Consents necessary to transfer the Delayed Assets to Buyer as promptly as practicable. At such time and on each occasion after the Closing Date that a Consent shall be obtained with respect theretoto any Delayed Asset, such Delayed Asset shall forthwith be transferred and assigned to Buyer by Seller. (c) If and when Notwithstanding anything to the Authorizationscontrary herein, in no event shall Seller be obligated or required to (i) take any action to renew or otherwise extend the absence of which caused the deferral of transfer term of any Transferred Delayed Asset pursuant to this Section 2.11, are obtained, the transfer of the applicable Transferred Asset to unless Buyer shall automatically have obtained a written release of Seller from all liabilities relating to such Delayed Asset, in form and without further substance reasonably satisfactory to Seller; (ii) take any action be effected or fail to take any action that is in accordance violation of or conflict with any applicable Law, Permit, or the terms of this Agreement and the applicable Ancillary Agreements. any Contract; or (diii) Prior pay any amounts to any party with respect to any Delayed Asset after the Closing Date, Seller shall deliver to Buyer a list identifying, in reasonable detail unless and to the Knowledge of Seller, the Delayed Transfer Assets and the Authorizations required thereforuntil it has been advanced such amounts by Buyer. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure to Buyer, (i) any Delayed Transferred Assets referred to in this Section 2.11(e) shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest).

Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e)Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that the transfer sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, sublease, assignment, transfer, conveyance or delivery to Buyers of any asset that would be an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Legal Requirement or would require any governmental or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery 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 from Seller of any 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 delivery of any such asset not sold, assigned, subleased, transferred, conveyed or delivered at the Closing is obtained, Sellers shall or shall cause the relevant Affiliates to, assign, transfer, convey and deliver such asset to the applicable Buyer at no additional cost. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to the applicable Buyer following the Closing pursuant to this Section 2.5, then Buyers and Sellers shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent 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 Affiliates to Buyer use of any Transferred Asset would be a violation asset (net of applicable Law with respect to such Transferred Asset any Taxes and any other costs imposed upon Sellers or otherwise adversely affect the rights any of the applicable transferee thereunder as a result of the failure to obtain or make any consent, approval, waiver, authorization, notice or filing required to be made their Affiliates) in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations have been made or obtained; it being understood that no adjustment to the Purchase Price will be made as a result of the failure to transfer or assign any Delayed Transfer Asset. (b) If the transfer or assignment of any Transferred Asset (other than, at the Closing, a Transferred Asset Related to a Disputed MCE System) intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of the failure to obtain any Authorization, then Seller or its Affiliate shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit of Buyer (at the expense of Buyer), insofar as reasonably possible. In addition, to the extent not prohibited by Law, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Buyer. To the extent permitted by Law and to the extent otherwise permissible in light of any required Authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of arrangements under this Section 2.11 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto2.5. (c) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.11, are obtained, the transfer of the applicable Transferred Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Ancillary Agreements. (d) Prior to the Closing Date, Seller shall deliver to Buyer a list identifying, in reasonable detail and to the Knowledge of Seller, the Delayed Transfer Assets and the Authorizations required therefor. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure to Buyer, (i) any Delayed Transferred Assets referred to in this Section 2.11(e) shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest).

Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e)Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that the transfer sale, assignment, sublease, transfer, conveyance or assignment from Seller delivery (as applicable) or any of its Affiliates attempted sale, sublease, assignment, transfer, conveyance or delivery (as applicable) to Buyer of any Transferred Asset asset that would be a violation of applicable Law an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom (in each case excluding capital stock and solely with respect to direct interests in such Transferred Asset asset, claim, right or otherwise adversely affect the rights of the applicable transferee thereunder as a result of the failure to obtain or make any consentbenefit, approval, waiver, authorization, notice or filing required to be made in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and not any such purported transfer asset, claim, right or assignment shall be null benefit acquired indirectly through the acquisition of capital stock, and void until such time as all legal impediments are removed and/or Authorizations have been made excluding, for the avoidance of doubt, (a) the Acquired Equity or obtained; it being understood that no adjustment to the Purchase Price will be made as a result of the failure to transfer or assign any Delayed Transfer Asset. (b) If any asset, claim, right or benefit held by any of the Acquired Subsidiaries or any entity in which any Acquired Subsidiary directly or indirectly holds capital stock or equity interests, is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, unless the applicable provisions of the Bankruptcy Code permits and/or the Confirmation Order authorizes the sale, assignment, sublease, transfer, conveyance or delivery (as applicable) of such asset irrespective of the consent or lack thereof of a third party, then (i) subject to the satisfaction of the conditions set forth in Article VII and the transfer or assignment of any Transferred Asset the Acquired Equity, free and clear of all Encumbrances (other thanthan transfer restrictions of general application imposed by securities Laws), at the Closing, a Transferred Asset Related the Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such asset, (ii) subject to a Disputed MCE Systemany approval of the Bankruptcy Court that may be required, the Parties shall use their reasonable best efforts, and the Parties shall reasonably cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers, and (iii) intended subject to any approval of the Bankruptcy Court that may be transferred required, pending such authorization, approval, consent or assigned hereunder is waiver, the Parties shall cooperate with each other and enter into reasonable and lawful arrangements to provide to Buyer the benefits (including any indemnities) and burdens of the use of such asset that Buyer would have obtained had the asset been sold, assigned, subleased, transferred, conveyed or delivered (as applicable) to Buyer at the Closing. If the authorization, approval, consent or waiver for the sale, assignment, sublease, transfer, conveyance or delivery of any asset not consummated prior to sold, assigned, subleased, transferred, conveyed or delivered at the Closing as a result of contemplated under this Section 2.10 is obtained following the failure to obtain any AuthorizationClosing, then Seller Sellers shall or its Affiliate shall thereaftercause their respective relevant Affiliates to promptly, directly or indirectlysell, hold assign, transfer, convey, sublease and deliver (as applicable) such Transferred Asset for the use and benefit of Buyer (at the expense of Buyer), insofar as reasonably possible. In addition, to the extent not prohibited by Law, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Buyer. To the extent permitted by Law and to the extent otherwise permissible in light of any required Authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.11 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.11, are obtained, the transfer of the applicable Transferred Asset asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Ancillary Agreementsat no additional cost or obligation. (d) Prior to the Closing Date, Seller shall deliver to Buyer a list identifying, in reasonable detail and to the Knowledge of Seller, the Delayed Transfer Assets and the Authorizations required therefor. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure to Buyer, (i) any Delayed Transferred Assets referred to in this Section 2.11(e) shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest).

Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e), if and to the extent that the transfer or assignment from Seller or any of its Affiliates to Buyer of any Transferred Asset would be a violation of applicable Law with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder as a result of the failure to obtain or make any consent, approval, waiver, authorization, notice or filing required to be made in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Asset (each, a “"Delayed Transfer Asset”") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations have been made or obtained; it being understood that no adjustment to the Purchase Price will be made as a result of the failure to transfer or assign any Delayed Transfer Asset. (b) If the transfer or assignment of any Transferred Asset (other than, at the Closing, a Transferred Asset Related to a Disputed MCE System) intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of the failure to obtain any Authorization, then Seller or its Affiliate shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit of Buyer (at the expense of Buyer), insofar as reasonably possible. In addition, to the extent not prohibited by Law, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Buyer. To the extent permitted by Law and to the extent otherwise permissible in light of any required Authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.11 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto.. 57 (c) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.11, are obtained, the transfer of the applicable Transferred Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Ancillary Agreements. (d) Prior to the Closing Date, Seller shall deliver to Buyer a list identifying, in reasonable detail and to the Knowledge of Seller, the Delayed Transfer Assets and the Authorizations required therefor. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure to Buyer, (i) any Delayed Transferred Assets referred to in this Section 2.11(e) shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest).

Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e)Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Transferred Asset (other than with respect to the Owned Real Property, or 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 and such 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. 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 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) 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 assignment from waiver for the sale, assignment, transfer, conveyance or delivery of any Transferred Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall, or shall cause its Affiliates to, as the case may be, assign, transfer, convey and deliver such Transferred Asset to Buyer at no additional cost. To the extent that any such 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 this Section 2.10, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to Buyer the economic and operational equivalents, to the extent permitted, and designed to provide Buyer with the rights and benefits (including enforcement for the 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) 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 Buyer of the extent related to any Transferred Asset would be a violation (net of applicable Law with respect to such Transferred Asset any Taxes (and any other costs) imposed upon Seller or otherwise adversely affect the rights of the applicable transferee thereunder as a result of the failure to obtain or make any consent, approval, waiver, authorization, notice or filing required to be made Subsidiary in connection with the Transactionarrangements under this Section 2.10), then 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 transfer Taxes (as so determined) and other costs imposed upon Seller or assignment to Buyer any Subsidiary in respect of such Transferred Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations have been made or obtained; it being understood that no adjustment to exceed the Purchase Price will be made as a result of the failure to transfer or assign any Delayed Transfer Asset. (b) If the transfer or assignment of any Transferred Asset (other than, at the Closing, a Transferred Asset Related to a Disputed MCE System) intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of the failure to obtain any Authorization, then monies received by Seller or its Affiliate any Subsidiary in respect thereof, Buyer shall thereafter, directly promptly reimburse Seller or indirectly, hold the applicable Subsidiary for such Transferred Asset for the use and benefit of Buyer (at the expense of Buyer), insofar as reasonably possible. In addition, to the extent not prohibited by Law, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Buyerexcess. To the extent permitted by Law and to the extent otherwise permissible in light of any required Authorizationunder applicable Tax law, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.11 and for all Tax purposes the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.11, are obtained, the transfer of the applicable Transferred Asset shall treat all such assets as having been transferred by Seller to Buyer shall automatically and without further action be effected in accordance with at the terms of this Agreement and the applicable Ancillary AgreementsClosing. (d) Prior to the Closing Date, Seller shall deliver to Buyer a list identifying, in reasonable detail and to the Knowledge of Seller, the Delayed Transfer Assets and the Authorizations required therefor. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure to Buyer, (i) any Delayed Transferred Assets referred to in this Section 2.11(e) shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest).

Non-Assignability of Assets. Notwithstanding anything to the contrary contained in this Agreement (a) Without limiting Sections 6.1(f) and 6.2(eexcept that nothing in this Section 2.10 shall modify or be deemed to modify Seller’s obligation in Section 6.2(f)), if and to the extent that the transfer sale, assignment, lease, sublease, transfer, conveyance or delivery, or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Transferred Asset, or any claim or right, or any benefit arising thereunder or resulting therefrom, is prohibited by any Applicable Local Law, or would require any governmental or third-party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in Section 2.7, in which event the Closing shall proceed only if the failed condition is waived and the Closing proceeds without the transfer, lease, sublease or assignment from of any such asset, then following the Closing, the parties shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that (a) none of Seller or Buyer or any of their respective Affiliates shall be required to pay any consideration therefor other than filing, 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 obtained had the asset been conveyed to Buyer at the Closing. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall or shall cause the relevant Affiliates to, assign, transfer, convey and deliver such asset to Buyer at no additional cost. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Buyer within 30 days following the Closing pursuant to this Section 2.10, then Buyer and Seller shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Buyer of the obligations thereunder. Seller shall hold in trust for 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 Affiliates to Buyer in connection with its use of any Transferred Asset would be a violation asset (net of applicable Law any Taxes and other documented out-of-pocket costs pre-approved by Buyer that are imposed upon Seller or any of its Affiliates) in connection with respect arrangements under this Section 2.10. Buyer shall pay to such Transferred Asset Seller, promptly upon receipt of any invoice from Seller, all losses generated by Seller or otherwise adversely affect the rights any of the applicable transferee thereunder as a result its Affiliates in connection with Buyer’s use of the failure to obtain or make any consent, approval, waiver, authorization, notice or filing required to be made asset in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations have been made or obtained; it being understood that no adjustment to the Purchase Price will be made as a result of the failure to transfer or assign any Delayed Transfer Asset. (b) If the transfer or assignment of any Transferred Asset (other than, at the Closing, a Transferred Asset Related to a Disputed MCE System) intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of the failure to obtain any Authorization, then Seller or its Affiliate shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit of Buyer (at the expense of Buyer), insofar as reasonably possible. In addition, to the extent not prohibited by Law, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Buyer. To the extent permitted by Law and to the extent otherwise permissible in light of any required Authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of arrangements under this Section 2.11 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto2.10. (c) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.11, are obtained, the transfer of the applicable Transferred Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Ancillary Agreements. (d) Prior to the Closing Date, Seller shall deliver to Buyer a list identifying, in reasonable detail and to the Knowledge of Seller, the Delayed Transfer Assets and the Authorizations required therefor. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure to Buyer, (i) any Delayed Transferred Assets referred to in this Section 2.11(e) shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest).

Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e)Notwithstanding anything in this Agreement to the contrary, if and to the extent that the sale, transfer or assignment from Seller or any of its Affiliates to Buyer delivery of any Transferred Assigned Contract, Business Permit or Real Property Lease constituting an Asset would be a violation of applicable Law with respect to such Transferred Asset or otherwise adversely affect hereunder requires the rights of the applicable transferee thereunder as a result of the failure to obtain or make any consent, approval, waiver, authorization, notice waiver or filing required to be made authorization of a third party in connection with the Transactionsuch sale, transfer or delivery and such consent, approval, waiver or authorization is not obtained prior to Closing, then the sale, transfer or assignment delivery to Buyer of such Transferred Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported sale, transfer or assignment delivery shall be null and void until such time as all legal impediments are removed and/or Authorizations or applicable consents, approvals, waivers or authorizations have been made or obtained; it being understood provided, however, that no adjustment to the Purchase Price will be made as a result of the failure to sell, transfer or assign deliver any Delayed Transfer Asset. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed an Asset for purposes of determining whether any Liability is an Assumed Liability; provided, however, that, Buyer otherwise receives the economic benefits related to such Asset. Before and after the Closing, Seller and Buyer shall use their respective commercially reasonable efforts to obtain the consent, approval, waiver or authorization of the applicable third party for sale, transfer or delivery of the Delayed Transfer Assets. (b) If the sale, transfer or assignment and delivery of any Transferred Asset (other thanAssigned Contract, at the Closing, a Transferred Asset Related to a Disputed MCE System) Business Permit or Real Property Lease intended to be sold, transferred or assigned and delivered as an Asset hereunder is not consummated prior to or at the Closing as a result of the failure to obtain any AuthorizationSection 2.8(a), then Seller or its Affiliate shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit of Buyer (at the expense of Buyer), insofar as reasonably possiblepracticable. In addition, (i) to the extent not prohibited by Lawprohibited, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer in order to place Buyer, insofar as reasonably possiblepracticable, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Buyer, (ii) Seller shall be responsible for reporting on its applicable Tax Return any income and expenses arising from such Asset from the Closing until the date of transfer (the positive difference (if any) arising from subtracting such expenses from such income, the “Net Income”) and paying any Taxes due to a Governmental Authority with respect to such Tax Return, and (iii) Seller shall pay to Buyer the amount of such Net Income less an amount equal to the product of the Net Income and the Assumed Tax Rate. To the extent permitted by Law and to the extent otherwise permissible in light of any required Authorizationconsent, approval, waiver or authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets Asset not yet transferred to it as a result of this Section 2.11 2.8; provided, however, that, Buyer otherwise receives the economic benefits related to such Asset and the parties hereto Parties agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the Authorizationsconsents, approvals, waivers or authorizations, the absence of which caused the deferral of transfer of any Transferred Deferred Transfer Asset pursuant to this Section 2.112.8, are obtained, the transfer of the applicable Transferred Deferred Transfer Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement Agreement. After the Closing and prior to the transfer of the applicable Ancillary AgreementsDelayed Transfer Asset to Buyer pursuant to the immediately preceding sentence, neither Seller nor any of its Affiliates shall take any action that would reasonably result in Liabilities to the Buyer or its Affiliates with respect to, or under the terms of, such applicable Delayed Transfer Assets, except to the extent directed or requested by Buyer or any of its Affiliates. (d) Prior to the Closing Date, Seller shall deliver to Buyer a list identifyingnot be obligated, in connection with the provisions of this Section 2.8, to directly or indirectly expend any money unless the necessary funds are advanced by Buyer, other than reasonable detail and to the Knowledge of Sellerout-of-pocket recording or similar fees, the Delayed Transfer Assets and the Authorizations required therefor. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure to Buyer, (i) any Delayed Transferred Assets referred to which shall be promptly reimbursed by Buyer except as otherwise specifically provided in this Section 2.11(e) shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest)Agreement.

Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e), if and to To the extent that the transfer sale, assignment, transfer, conveyance or assignment from Seller delivery or any of its Affiliates attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Transferred Asset would be a violation of applicable Law with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder as a result of the failure to obtain or make any consent, approval, waiver, authorization, notice or filing required to be made in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Purchased Asset (each, a “Delayed Transfer Asset”) is prohibited by any Law or would require any governmental or third-party authorizations, approvals, consents or waivers (“Consent”) and such Consent shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations not have been made or obtained; it being understood that no adjustment obtained prior to the Purchase Price will be made as a result of the failure to transfer or assign any Delayed Transfer Asset. (b) If the transfer or assignment of any Transferred Asset (other than, at the Closing, this Agreement shall not constitute a Transferred Asset Related to sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof. For a Disputed MCE Systemperiod (the “Transfer Period”) intended to be transferred or assigned hereunder is not consummated prior to or at beginning on the Closing as a result of the failure to obtain any Authorization, then Seller or its Affiliate shall thereafter, directly or indirectly, hold Date and ending twelve (12) months from such Transferred Asset for the use and benefit of Buyer (at the expense of Buyer), insofar as reasonably possible. In addition, to the extent not prohibited by Lawdate, Seller shall take or cause to be taken such other actions as may be reasonably requested by and Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Buyer. To the extent permitted by Law and to the extent otherwise permissible in light of any required Authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.11 and the parties hereto agree to use commercially reasonable efforts to cooperate to provide Buyer with, to the fullest extent permitted by applicable Law, the benefits and coordinate burdens intended to be assigned to Buyer in respect of each Delayed Asset after the Closing as if the appropriate Consent has been obtained (including Seller holding in trust and acting as Buyer’s agent with respect theretoto such Delayed Asset and 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 promptly pay over to Buyer (a) all money received in respect of any Delayed Asset minus (b) any Taxes actually paid or required to be paid by Seller or any of its Affiliates under applicable Law with respect to such money. (b) During the Transfer Period, Seller shall continue to use its reasonable best efforts to obtain all Consents necessary to transfer the Delayed Assets to Buyer as promptly as practicable. At such time and on each occasion after the Closing Date that a Consent shall be obtained with respect to any Delayed Asset, such Delayed Asset shall forthwith be transferred and assigned to Buyer by Seller for no additional consideration. (c) If and when Notwithstanding anything to the Authorizationscontrary herein, in no event shall Seller be obligated or required to (i) take any action to renew or otherwise extend the absence of which caused the deferral of transfer term of any Transferred Delayed Asset pursuant to this Section 2.11, are obtained, the transfer of the applicable Transferred Asset to unless Buyer shall automatically have obtained a written release of Seller from all liabilities (other than any Excluded Liabilities and without further liabilities for which Seller is required to provide indemnification under Article VIII) relating to such Delayed Asset, in form and substance reasonably satisfactory to Seller; (ii) take any action be effected or fail to take any action that is in accordance violation of or conflict with any applicable Law, Seller Permit, or the terms of this Agreement and the applicable Ancillary Agreements. any Contract to which Seller is a Party; or (diii) Prior pay any amounts to any party with respect to any Delayed Asset after the Closing Date, Seller shall deliver to Buyer a list identifying, in reasonable detail unless and to the Knowledge of Seller, the Delayed Transfer Assets and the Authorizations required thereforuntil it has been advanced such amounts by Buyer. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure to Buyer, (i) any Delayed Transferred Assets referred to in this Section 2.11(e) shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest).

Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e), if and to To the extent that the transfer 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 applicable law or would require any governmental or third party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers have not 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 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. If an authorization, approval, consent or waiver is obtained, Seller shall assign, transfer, convey or deliver the Purchased Asset or Assumed Agreement to Buyer at no additional cost. If an authorization, approval, consent or waiver with respect to any Purchased Asset or Assumed Agreement is not obtained on or prior to the first anniversary of the Closing Date (each such Purchased Asset or Assumed Agreement is 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 from 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 entitled to receive all related benefits of such Nonassignable Purchased Asset or Nonassignable Assumed Agreement, in accordance with its terms, if applicable. In the event that Seller is unable to provide Buyer with the arrangement described above by the first anniversary of the Closing Date, such Nonassignable Purchased Asset or Nonassignable Assumed Agreement shall become an Excluded Asset and all obligations and liabilities relating thereto shall constitute Excluded Liabilities. To the extent any subcontract, sublease or sublicense is created pursuant to clause (i), (1) Buyer shall pay, perform and discharge fully all obligations of Seller and its Affiliates under all such Nonassignable Purchased Assets and Nonassignable Assumed Agreements after the Closing Date so long as 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, (2) Seller and its Affiliates shall, without further consideration therefor, pay and remit to Buyer promptly any monies, rights and other consideration received by Seller or any of its Affiliates to in respect of all such 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 of any Transferred Asset would be a violation of applicable Law with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder as a result of the failure to obtain or make any consent, approval, waiver, authorization, notice or filing required to be made in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations have been made or obtainedat Buyer's expense; it being understood that no adjustment to the Purchase Price will be made as a result of the failure to transfer or assign any Delayed Transfer Asset. (b) If the transfer or assignment of any Transferred Asset (other than, at the Closing, a Transferred Asset Related to a Disputed MCE System) intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of the failure to obtain any Authorization, then Seller or its Affiliate shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit of Buyer (at the expense of Buyer), insofar as reasonably possible. In additionthat, to the extent the parties are not prohibited by Lawsuccessful in creating such subcontract, Seller shall take sublease or cause to be taken such other actions as may be reasonably requested by Buyer sublicense in order to place Buyer, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Buyer. To the extent permitted by Law and to the extent otherwise permissible in light respect of any required Authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.11 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Nonassignable Purchased Asset pursuant to this Section 2.11, are obtained, the transfer of the applicable Transferred Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this or Nonassignable Assumed Agreement and the applicable Ancillary Agreements. (d) Prior to 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 shall deliver to Buyer a list identifyingor any of its Affiliates arising thereunder, in reasonable detail and to the Knowledge of Seller, the Delayed Transfer Assets and the Authorizations required therefor. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure to Buyer, (i) any Delayed Transferred Assets referred to in this Section 2.11(e) which shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest)Excluded Liabilities.

Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e)Notwithstanding anything to the contrary set forth in this Agreement, if any consent, approval or other action from third parties necessary for the Transfer of any Transferred Assets (including as part of the Pre-Closing Reorganization) is not obtained or does not occur, as the case may be, prior to the 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 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 such obligation shall be of no further force or effect if Seller and Buyer jointly determine that such consent, approval or other action will not be forthcoming) or effectuate such Transfer in compliance with Law, as promptly as practicable and (ii) Seller and Buyer shall use, and 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 consent has not been obtained, 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 Transferred Asset, including any Taxes, except with respect to any, or to the extent any such economic burden (including any Tax) is an, Excluded Liability; provided, that in connection therewith, none of Buyer, Seller, the transfer Company or assignment any of their respective Affiliates shall be 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 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 Transferred Asset would be a violation of applicable Law with respect to such Transferred Asset Assets pursuant to an arrangement described in this Section 4.4(c), Buyer shall indemnify and hold harmless Seller from and against all Losses incurred or otherwise adversely affect the rights of the applicable transferee thereunder asserted as a result of the failure to obtain Seller’s post-Closing direct or make indirect ownership, management or operation of any consent, approval, waiver, authorization, notice or filing required to be made in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Asset (eachAssets. For the avoidance of doubt, a “Delayed Transfer Asset”) shall notwithstanding that legal title to certain Transferred Assets may not be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations have been made or obtained; it being understood that no adjustment Transferred to the Purchase Price will be made as a result of the failure to transfer or assign any Delayed Transfer Asset. (b) If the transfer or assignment of any Transferred Asset (other than, at the Closing, a Transferred Asset Related to a Disputed MCE System) intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of the failure to obtain any Authorization, then Seller or its Affiliate shall thereafterBuyer, directly or indirectly, hold such Transferred Asset for the use and benefit of Buyer (at the expense of Buyer), insofar as reasonably possible. In addition, to the extent not prohibited by Law, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after on the Closing to Buyer. To Date by virtue of the extent permitted by Law and to the extent otherwise permissible in light of any required Authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result operation of this Section 2.11 4.4(c), there shall be no change to the calculation of the Closing Cash Consideration or the Final Cash Consideration and the parties hereto agree components thereof and adjustments thereto due to use commercially reasonable efforts the failure to cooperate and coordinate with respect thereto. (c) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transfer such Transferred Asset pursuant to this Section 2.11, are obtained, the transfer of the applicable Transferred Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Ancillary Agreements. (d) Prior to Assets on the Closing Date, Seller shall deliver to Buyer a list identifying, in reasonable detail and to the Knowledge of Seller, the Delayed Transfer Assets and the Authorizations required therefor. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure to Buyer, (i) any Delayed Transferred Assets referred to in this Section 2.11(e) shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest).

Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e), if and to To the extent that the transfer sale, assignment, transfer, conveyance or assignment from Seller delivery or any of its Affiliates attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Transferred Purchased Asset (a “Delayed Asset”) is prohibited by any Law or would be a violation of applicable Law with respect to such Transferred Asset require any governmental or otherwise adversely affect the rights of the applicable transferee thereunder as a result of the failure to obtain third-party authorizations, approvals, consents or make any consent, approval, waiver, authorization, notice or filing required to be made in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Asset waivers (each, a “Delayed Transfer AssetConsent”) and such Consent shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations not have been made or obtained; it being understood that no adjustment to the Purchase Price will be made obtained as a result of the failure to transfer or assign any Delayed Transfer Asset. (b) If the transfer or assignment of any Transferred Asset (other than, at the Closing, neither this Agreement nor any Asset Transfer and Assumption Agreement shall constitute a Transferred Asset Related to sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery of such Delayed Asset. For a Disputed MCE Systemperiod (the “Transfer Period”) intended to be transferred or assigned hereunder is not consummated prior to or at beginning on the Closing as a result of the failure to obtain any Authorization, then Seller or its Affiliate shall thereafter, directly or indirectly, hold Date and ending six (6) months from such Transferred Asset for the use and benefit of Buyer (at the expense of Buyer), insofar as reasonably possible. In addition, to the extent not prohibited by Lawdate, Seller shall take or cause to be taken such other actions as may be reasonably requested by and Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Buyer. To the extent permitted by Law and to the extent otherwise permissible in light of any required Authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.11 and the parties hereto agree to use commercially reasonable efforts to cooperate to ensure that Buyer, to the greatest extent permitted by applicable Law following the Closing, will obtain all the economic benefits and coordinate burdens intended to be assigned in respect of such Delayed Asset. Seller and Buyer shall take such action as the other Party may reasonably request 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 all money or other consideration received by it in respect of each Delayed Asset and shall treat all such consideration as having been received on behalf of Buyer as Buyer’s agent, including for Tax purposes. Buyer shall reimburse or compensate Seller as soon as reasonably practicable for all burdens of each Delayed Asset borne by Seller during the Transfer Period, but only to the extent that the corresponding benefit(s) of such Delayed Asset are received by or paid over to Buyer. (b) During the Transfer Period, Seller shall continue to use its commercially reasonable efforts to obtain all Consents necessary to transfer the Delayed Assets to Buyer as promptly as reasonably practicable. At such time and on each occasion after the Closing Date that a Consent shall be obtained with respect theretoto any Delayed Asset, such Delayed Asset shall forthwith be transferred and assigned to Buyer by Seller. (c) If and when Notwithstanding anything to the Authorizationscontrary herein, in no event shall Seller be obligated or required to (i) take any action to renew or otherwise extend the absence of which caused the deferral of transfer term of any Transferred Delayed Asset pursuant to this Section 2.11, are obtained, the transfer of the applicable Transferred Asset to unless Buyer shall automatically have obtained a written release of Seller from all liabilities relating to such Delayed Asset, in form and without further substance reasonably satisfactory to Seller; (ii) take any action be effected or fail to take any action that is in accordance violation of or conflict with any applicable Law, Seller Permit, or the terms of this Agreement and the applicable Ancillary Agreements. any Contract; or (diii) Prior pay any amounts to any party with respect to any Delayed Asset after the Closing Date, Seller shall deliver to Buyer a list identifying, in reasonable detail unless and to the Knowledge of Seller, the Delayed Transfer Assets and the Authorizations required thereforuntil it has been advanced such amounts by Buyer. (e) The parties hereto further agree that, assuming as set forth in Section 2.11(b) that all or substantially all of the benefits and burdens relating to the Transferred Assets inure to Buyer, (i) any Delayed Transferred Assets referred to in this Section 2.11(e) shall be treated for all income Tax purposes as Assets of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest).