Common use of Non-Assignability of Purchased Assets Clause in Contracts

Non-Assignability of Purchased Assets. (a) Notwithstanding anything in this Agreement to the contrary, if and to the extent that the transfer or assignment from Seller or any of its Subsidiaries to Buyer of any Purchased Asset would be a violation of Applicable Law with respect to such Purchased Asset or otherwise materially and adversely affect the rights of Seller or its Subsidiaries or Buyer thereunder as a result of the failure to obtain any consent, approval, waiver or authorization required in connection with such transfer or assignment, then the transfer or assignment to Buyer of such Purchased 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 applicable consents, approvals, waivers or authorizations have been obtained. Notwithstanding the foregoing, for purposes of determining whether any liability or obligation is an Assumed Liability, any such Delayed Transfer Asset shall be deemed a Purchased Asset only as of and from the earlier of (i) the date that such Delayed Transfer Asset is actually transferred or assigned to Buyer and (ii) the date that a Sharing Arrangement is entered into by Buyer and Seller with respect to such Delayed Transfer Asset; provided that to the extent Buyer receives the use or benefit of a given Delayed Transfer Asset, it shall bear the burden of such Delayed Transfer Asset corresponding to such use or benefit. Seller and Buyer will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the applicable third party for the assignment or transfer of the Delayed Transfer Assets. (b) If the transfer or assignment of any Purchased Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of Section 2.05(a), then Seller or its Subsidiary shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for the use and benefit of Buyer (at the expense of Buyer) insofar as reasonably practicable. In addition, to the extent not prohibited, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer (including entry into such cooperative arrangements as may be reasonably acceptable to Buyer and Seller, including sublease, agency, management, indemnity or payment arrangements (a “Sharing Arrangement”)) in order to place Buyer, insofar as reasonably practicable, in substantially the same position as if such Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Asset, are to inure from and after the Closing to Buyer. To the extent permitted and to the extent otherwise permissible in light of any required consent, approval, waiver or authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Assets not yet transferred to it as a result of this Section 2.05 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the consents, approvals, waivers or authorizations, the absence of which caused the deferral of transfer of any Purchased Asset pursuant to this Section 2.05, are obtained, the transfer of the applicable Delayed Transfer Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement. For the avoidance of doubt, the covenants set forth in this Section 2.05 apply pre-Closing and post-Closing. (d) Neither Seller nor any of its Subsidiaries shall be obligated, in connection with the provisions of this Section 2.05, to expend any money unless the necessary funds are advanced by Buyer, other than reasonable out-of-pocket recording or similar fees, all of which shall be promptly reimbursed by Buyer except as otherwise specifically provided in this Agreement. (e) The parties hereto further agree that, provided that Seller or its Subsidiary and Buyer have entered into a Sharing Arrangement with respect to a Delayed Transfer Asset or to the extent that Buyer otherwise receives the use or benefit of a Delayed Transfer Asset, (i) such Delayed Transfer Asset shall be treated for all income Tax purposes as an asset 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 Purchased Assets. (a) Nothing herein shall be deemed to require the conveyance, assignment or transfer of any Purchased Asset that by its terms or by operation of Law cannot be conveyed, assigned, transferred or assumed without approval or consent. Notwithstanding anything in this Agreement to the contrary, if and to the extent that the transfer sale, assignment, license, sublicense, transfer, conveyance or assignment from Seller delivery or any of its Subsidiaries attempted sale, assignment, transfer, conveyance or delivery to Buyer Purchaser of any Purchased Asset asset that would be a violation of Applicable Law with respect to such Purchased Asset or otherwise materially and adversely affect the rights of Seller any claim or its Subsidiaries right or Buyer any benefit arising thereunder as a result of the failure to obtain or resulting therefrom is prohibited by any consent, approval, waiver applicable Law or authorization required in connection with such transfer would require any governmental or assignment, then the transfer or assignment to Buyer of such Purchased 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 applicable consentsthird party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or authorizations waivers shall not have been obtained. Notwithstanding the foregoing, for purposes of determining whether any liability or obligation is an Assumed Liability, any such Delayed Transfer Asset shall be deemed a Purchased Asset only as of and from the earlier of (i) the date that such Delayed Transfer Asset is actually transferred or assigned to Buyer and (ii) the date that a Sharing Arrangement is entered into by Buyer and Seller with respect to such Delayed Transfer Asset; provided that obtained prior to the extent Buyer receives Closing, the use Closing shall proceed without the sale, assignment, transfer, conveyance or benefit of a given Delayed Transfer Asset, it shall bear the burden delivery of such Delayed Transfer Asset corresponding to asset unless such use or benefit. Seller and Buyer will use their commercially reasonable efforts (but without failure causes a failure of any payment of money by Seller or Buyer) to obtain the consent of the applicable third conditions to Closing set forth in ARTICLE IV, in which event the Closing shall proceed only if the failed condition is waived by the party for entitled to the assignment or transfer of benefit thereof. In the Delayed Transfer Assets. (b) If event that the failed condition is waived and the Closing proceeds without the transfer or assignment of any Purchased Asset intended such asset, then following the Closing, Purchaser and each Seller shall use commercially reasonable efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents and waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable arrangement designed to provide Purchaser with all of the benefits of use of such asset and to the applicable Seller(s) the benefits, including any indemnities, that they would have obtained had the asset been conveyed to Purchaser at the Closing. Once authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such asset not sold, assigned, transferred, conveyed or delivered at Closing is obtained, Sellers shall or shall cause the relevant Affiliates to assign, transfer, convey and deliver such asset to Purchaser at no additional cost. To the extent that any such asset cannot be transferred or assigned hereunder is the full benefits or use of any such asset cannot consummated prior be provided to or at Purchaser following the Closing as a result of pursuant to this Section 2.05(a)2.8, then Seller Purchaser and the applicable Seller(s) shall enter into such arrangements (including subleasing, sublicensing or its Subsidiary shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for subcontracting) to provide to the use parties hereto the economic (taking into account Tax costs and benefit of Buyer (at the expense of Buyerbenefits) insofar as reasonably practicable. In additionand operational equivalent, to the extent not prohibitedpermitted, Seller shall take or cause to be taken of obtaining such other actions as may be reasonably requested by Buyer (including entry into such cooperative arrangements as may be reasonably acceptable to Buyer and Seller, including sublease, agency, management, indemnity or payment arrangements (a “Sharing Arrangement”)) in order to place Buyer, insofar as reasonably practicable, in substantially the same position as if such Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Asset, are to inure from and after the Closing to Buyer. To the extent permitted and to the extent otherwise permissible in light of any required consentauthorization, approval, consent or waiver or authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Assets not yet transferred to it as a result of this Section 2.05 and the parties hereto agree performance by Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by any Seller or any of its Affiliates derived from its use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the consents, approvals, waivers or authorizations, the absence of which caused the deferral of transfer of any Purchased Asset pursuant to this Section 2.05, are obtained, the transfer of the applicable Delayed Transfer Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement. For the avoidance of doubt, the covenants set forth in this Section 2.05 apply pre-Closing and post-Closing. (d) Neither Seller nor any of its Subsidiaries shall be obligated, in connection with the provisions of arrangements under this Section 2.05, to expend any money unless the necessary funds are advanced by Buyer, other than reasonable out-of-pocket recording or similar fees, all of which shall be promptly reimbursed by Buyer except as otherwise specifically provided in this Agreement2.8. (e) The parties hereto further agree that, provided that Seller or its Subsidiary and Buyer have entered into a Sharing Arrangement with respect to a Delayed Transfer Asset or to the extent that Buyer otherwise receives the use or benefit of a Delayed Transfer Asset, (i) such Delayed Transfer Asset shall be treated for all income Tax purposes as an asset 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 Purchased Assets. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement to the contraryshall not constitute a sale, if and to the extent that the assignment or transfer or assignment from Seller or any of its Subsidiaries to Buyer of any Purchased Asset would be if such sale, assignment or transfer: (i) violates applicable Law; or (ii) requires the consent or waiver of a violation of Applicable Law with respect Person who is not a party to this Agreement and such Purchased Asset consent or otherwise materially waiver has not been obtained prior to the Closing. Seller shall, at its sole cost and adversely affect expense, use its commercially reasonable efforts after the rights of Seller or its Subsidiaries or Buyer thereunder as a result of the failure Closing Date to obtain any consentconsents or waivers from any Persons necessary to authorize, approvalapprove or permit the full and complete sale, waiver or authorization required in connection with such transfer or assignment, then the transfer or assignment to Buyer of such Purchased 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 applicable consents, approvals, waivers or authorizations have been obtained. Notwithstanding the foregoing, for purposes of determining whether any liability or obligation is an Assumed Liability, any such Delayed Transfer Asset shall be deemed a Purchased Asset only as of and from the earlier of (i) the date that such Delayed Transfer Asset is actually transferred or assigned to Buyer and (ii) the date that a Sharing Arrangement is entered into by Buyer and Seller with respect to such Delayed Transfer Asset; provided that to the extent Buyer receives the use or benefit of a given Delayed Transfer Asset, it shall bear the burden of such Delayed Transfer Asset corresponding to such use or benefit. Seller and Buyer will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the applicable third party for the assignment or transfer of the Delayed Transfer AssetsPurchased Assets and to make effective the transactions contemplated by this Agreement as may be required that are not obtained prior to the Closing Date. (b) If Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent or waiver, or any release, substitution or amendment required to novate all Liabilities under any and all Assigned Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such Liabilities from and after the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, waiver, release, substitution or amendment is obtained, Seller shall sell, assign and transfer to Buyer the relevant Purchased Asset to which such consent, waiver, release, substitution or assignment of amendment relates for no additional consideration. (c) To the extent that any Purchased Asset intended to Asset, Assumed Liability, or Permit cannot be transferred or assigned hereunder is not consummated prior to or at Buyer as of the Closing as a result of the circumstances set forth in the first sentence of Section 2.05(a2.8(a), then Buyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or its Subsidiary shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for subcontracting) as may be necessary to provide the use and benefit of Buyer (at the expense of Buyer) insofar as reasonably practicable. In additioneconomic and, to the extent not prohibitedpermitted under applicable Law, Seller shall take operational equivalent of the transfer of such Purchased Asset, Assumed Liability or cause to be taken such other actions as may be reasonably requested by Buyer (including entry into such cooperative arrangements as may be reasonably acceptable Permit to Buyer and as of the Closing. Buyer shall, as agent or subcontractor for Seller, including subleasepay, agency, management, indemnity or payment arrangements (a “Sharing Arrangement”)) in order to place Buyer, insofar as reasonably practicable, in substantially the same position as if such Delayed Transfer Asset had been transferred as contemplated hereby perform and so that all the benefits and burdens relating to such Delayed Transfer Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Asset, are to inure discharge fully any Assumed Liabilities thereunder from and after the Closing to BuyerDate. To the extent permitted under applicable Law, Seller shall pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Seller from and after the Closing Date, to the extent otherwise permissible in light of any required consent, approval, waiver or authorization, Buyer shall be entitled related to, and shall be responsible foror constituting, the management of any Delayed Transfer Assets not yet transferred to it as a result of this Section 2.05 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the consentsPurchased Asset, approvals, waivers or authorizations, the absence of which caused the deferral of transfer of any Purchased Asset pursuant to this Section 2.05, are obtained, the transfer of the applicable Delayed Transfer Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement. For the avoidance of doubt, the covenants set forth in this Section 2.05 apply pre-Closing and post-Closing. (d) Neither Seller nor any of its Subsidiaries shall be obligated, including in connection with the provisions of arrangements under this Section 2.05, to expend any money unless the necessary funds are advanced by Buyer, other than reasonable out-of-pocket recording or similar fees, all of which shall be promptly reimbursed by Buyer except as otherwise specifically provided in this Agreement2.8. (e) The parties hereto further agree that, provided that Seller or its Subsidiary and Buyer have entered into a Sharing Arrangement with respect to a Delayed Transfer Asset or to the extent that Buyer otherwise receives the use or benefit of a Delayed Transfer Asset, (i) such Delayed Transfer Asset shall be treated for all income Tax purposes as an asset 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 Purchased Assets. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement to the contraryshall not constitute a sale, if and to the extent that the assignment or transfer or assignment from Seller or any of its Subsidiaries to Buyer of any Purchased Asset would be if such sale, assignment or transfer: (i) violates applicable Law; or (ii) requires the consent or waiver of a violation Person who is not a party to this Agreement or an Affiliate of Applicable Law with respect a party to this Agreement and such Purchased Asset consent or otherwise materially and adversely affect the rights of waiver has not been obtained. Seller or shall use its Subsidiaries or Buyer thereunder as a result of the failure commercially reasonable efforts to obtain any consentconsents or waivers from any Persons necessary to authorize, approvalapprove or permit the full and complete sale, waiver or authorization required in connection with such transfer or assignment, then the transfer or assignment to Buyer of such Purchased 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 applicable consents, approvals, waivers or authorizations have been obtained. Notwithstanding the foregoing, for purposes of determining whether any liability or obligation is an Assumed Liability, any such Delayed Transfer Asset shall be deemed a Purchased Asset only as of and from the earlier of (i) the date that such Delayed Transfer Asset is actually transferred or assigned to Buyer and (ii) the date that a Sharing Arrangement is entered into by Buyer and Seller with respect to such Delayed Transfer Asset; provided that to the extent Buyer receives the use or benefit of a given Delayed Transfer Asset, it shall bear the burden of such Delayed Transfer Asset corresponding to such use or benefit. Seller and Buyer will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the applicable third party for the assignment or transfer of the Delayed Transfer AssetsPurchased Assets at the Closing (to the fullest extent possible) (and shall keep Buyer reasonably apprised with respect to the status thereof), and if not obtained prior to the Closing, thereafter, to make effective the transactions contemplated by this Agreement. (b) If Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent or waiver, or any release, substitution or amendment required to novate all Liabilities under any and all Assigned Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such Liabilities from and after the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any additional consideration therefor. Once such consent, waiver, release, substitution or amendment is obtained, Seller shall sell, assign and transfer to Buyer the relevant Purchased Asset to which such consent, waiver, release, substitution or assignment of amendment relates for no additional consideration. (c) To the extent that any Purchased Asset intended to Asset, Assumed Liability, or Permit cannot be transferred or assigned hereunder is not consummated prior to or at Buyer as of the Closing as a result of the circumstances set forth in the first sentence of Section 2.05(a3.3(a) (the assets included therein, “Non-Transferrable Assets”), then Buyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or its Subsidiary shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for subcontracting) to provide the use and benefit of Buyer (at the expense of Buyer) insofar as reasonably practicable. In additioneconomic and, to the extent not prohibitedpermitted under applicable Law, Seller shall take operational equivalent of the transfer of such Purchased Asset or cause to be taken such other actions as may be reasonably requested by Buyer (including entry into such cooperative arrangements as may be reasonably acceptable Assumed Liability to Buyer and as of the Closing. Buyer shall, as agent or subcontractor for Seller, including subleasepay, agency, management, indemnity or payment arrangements (a “Sharing Arrangement”)) in order to place Buyer, insofar as reasonably practicable, in substantially the same position as if such Delayed Transfer Asset had been transferred as contemplated hereby perform and so that all the benefits and burdens relating to such Delayed Transfer Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Asset, are to inure discharge fully any Assumed Liabilities thereunder from and after the Closing to BuyerDate. To the extent permitted under applicable Law, Seller shall pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Seller from and after the Closing Date, to the extent otherwise permissible in light of any required consent, approval, waiver or authorization, Buyer shall be entitled solely related to, and shall be responsible foror constituting, the management of any Delayed Transfer Assets not yet transferred to it as a result of this Section 2.05 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the consentsPurchased Asset, approvals, waivers or authorizations, the absence of which caused the deferral of transfer of any Purchased Asset pursuant to this Section 2.05, are obtained, the transfer of the applicable Delayed Transfer Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement. For the avoidance of doubt, the covenants set forth in this Section 2.05 apply pre-Closing and post-Closing. (d) Neither Seller nor any of its Subsidiaries shall be obligated, including in connection with the provisions of arrangements under this Section 2.05, to expend any money unless the necessary funds are advanced by Buyer, other than reasonable out-of-pocket recording or similar fees, all of which shall be promptly reimbursed by Buyer except as otherwise specifically provided in this Agreement3.3. (e) The parties hereto further agree that, provided that Seller or its Subsidiary and Buyer have entered into a Sharing Arrangement with respect to a Delayed Transfer Asset or to the extent that Buyer otherwise receives the use or benefit of a Delayed Transfer Asset, (i) such Delayed Transfer Asset shall be treated for all income Tax purposes as an asset 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 Purchased Assets. (a) Notwithstanding anything in this Agreement to the contrarycontrary herein, if and to the extent that the transfer sale, assignment, transfer, conveyance, or assignment from delivery or attempted sale, assignment, transfer, conveyance, or delivery to Buyer of any Purchased Assets or any Claim or right or any benefit arising thereunder or resulting therefrom is prohibited by 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, the Closing may proceed without the sale, assignment, transfer, conveyance, or delivery of such Purchased Asset if agreed in writing between Buyer and Seller. Following the Closing, Seller shall use reasonable best efforts, and cooperate with Xxxxx, to obtain promptly all such authorizations, approvals, consents, or waivers. Pending such authorizations, approvals, consents, or waivers, the parties shall cooperate with each other in any mutually agreeable, reasonable, and lawful arrangements designed to provide Buyer the benefits of use of such Purchased Asset that it would have obtained had such Purchased Asset been sold, assigned, transferred, conveyed, or delivered to Buyer at the Closing. Once authorization, approval, consent, or waiver for the sale, assignment, transfer, conveyance, or delivery of any such Purchased Asset not sold, assigned, transferred, conveyed, or delivered at the Closing is obtained, Seller shall assign, transfer, convey, and deliver such Purchased Asset (and any associated Assumed Liabilities) to Buyer at no additional cost. To the extent that any such Purchased Asset cannot be assigned, transferred, conveyed, or delivered and the full benefits of use of any such Purchased Asset cannot be provided to Buyer following the Closing pursuant to this Section 1.6, then Buyer and Seller shall enter into such reasonable and lawful arrangements (including subleasing, sublicensing, or subcontracting) to provide the parties hereto the economic and operational equivalent, to the extent permitted, of the assignment, transfer, conveyance, and delivery of such Purchased Asset. Seller shall hold in trust for and pay to Buyer promptly upon receipt all income, proceeds, and other monies received by Seller or any of its Subsidiaries to Buyer of Affiliates in connection with any Purchased Asset would be a violation of Applicable Law with respect to such Purchased Asset or otherwise materially and adversely affect the rights of Seller or its Subsidiaries or Buyer thereunder as a result of the failure to obtain any consent, approval, waiver or authorization required in connection with such transfer or assignment, then the transfer or assignment to Buyer of such Purchased 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 applicable consents, approvals, waivers or authorizations have been obtained. Notwithstanding the foregoing, for purposes of determining whether any liability or obligation is an Assumed Liability, any such Delayed Transfer Asset shall be deemed a Purchased Asset only as of and from the earlier of (i) the date that such Delayed Transfer Asset is actually transferred or assigned to Buyer and (ii) the date that a Sharing Arrangement is entered into by Buyer and Seller with respect to such Delayed Transfer Asset; provided that to the extent Buyer receives the use or benefit of a given Delayed Transfer Asset, it shall bear the burden of such Delayed Transfer Asset corresponding to such use or benefit. Seller and Buyer will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the applicable third party for the assignment or transfer of the Delayed Transfer Assets. (b) If the transfer or assignment of any Purchased Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of Section 2.05(a), then Seller or its Subsidiary shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for the use and benefit of Buyer (at the expense of Buyer) insofar as reasonably practicable. In addition, to the extent not prohibited, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer (including entry into such cooperative arrangements as may be reasonably acceptable to Buyer and Seller, including sublease, agency, management, indemnity or payment arrangements (a “Sharing Arrangement”)) in order to place Buyer, insofar as reasonably practicable, in substantially the same position as if such Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Asset, are to inure from and after the Closing to Buyer. To the extent permitted and to the extent otherwise permissible in light of any required consent, approval, waiver or authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Assets not yet transferred to it as a result of this Section 2.05 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the consents, approvals, waivers or authorizations, the absence of which caused the deferral of transfer of any Purchased Asset pursuant to this Section 2.05, are obtained, the transfer of the applicable Delayed Transfer Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement. For the avoidance of doubt, the covenants set forth in this Section 2.05 apply pre-Closing and post-Closing. (d) Neither Seller nor any of its Subsidiaries shall be obligated, in connection with the provisions of arrangements under this Section 2.05, to expend any money unless the necessary funds are advanced by Buyer, other than reasonable out-of-pocket recording or similar fees, all of which shall be promptly reimbursed by Buyer except as otherwise specifically provided in this Agreement1.6. (e) The parties hereto further agree that, provided that Seller or its Subsidiary and Buyer have entered into a Sharing Arrangement with respect to a Delayed Transfer Asset or to the extent that Buyer otherwise receives the use or benefit of a Delayed Transfer Asset, (i) such Delayed Transfer Asset shall be treated for all income Tax purposes as an asset 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 Purchased Assets. (a) Notwithstanding anything to the contrary set forth in this Agreement, this Agreement shall not constitute an agreement of the Sellers to the contrarytransfer or assign any Purchased Asset (including any lease of a Leased Real Property or Assigned Contract, but excluding any Permits), if and to the extent that the attempted transfer or assignment from Seller or any of its Subsidiaries to Buyer of any Purchased Asset would be a violation of Applicable Law with respect to such Purchased Asset or otherwise materially and adversely affect the rights of Seller or its Subsidiaries or Buyer thereunder same, as a result of the absence of the consent or authorization of a Third Party or the failure of the notice period to obtain expire under a right of first refusal, right of first offer or other similar preemptive right, would constitute a breach or Default under any such agreement; or would violate any applicable Law. Buyer and Sellers shall jointly use all Reasonable Efforts to take all necessary actions before Closing to permit the Purchased Asset to be transferred or assigned to Buyer, including obtaining any required Third Party consent or authorization for such transfer, assignment or waiver of any applicable right of first refusal, right of first offer, or similar preemptive right. If any such consent, approvalauthorization, or waiver is not obtained, or authorization required if an attempted transfer, assignment or assumption would be otherwise ineffective, with respect to any such Purchased Asset (or Purchased Asset that is otherwise deemed to constitute an Excluded Asset pursuant to Sections 2.2.8 and 2.2.10, but excluding Permits, any assets and matters governed by the provisions of Article 6), so that the Buyer would not, in connection fact, receive all Sellers’ rights, or assume all Sellers’ obligations relating to any such period on or after the Effective Time with respect thereto as they exist prior to such transfer attempted transfer, assignment or assignmentassumption, then (i) provided that Buyer has satisfied the Leased Real Property Conditions where required under Section 7.9, the Sellers and Buyer shall enter into such supplemental agreements (including subleases, licenses, operating or transportation agreements, the transfer or assignment of a Purchased Asset to an Affiliate of Sellers followed by the transfer of such entity to Buyer, etc., as applicable) on reasonable terms and conditions that may be necessary (including enforcement at the shared cost of the Parties of any and all rights of the Sellers against any involved Third Parties) to provide the Buyer with the same benefits of such Purchased Asset (eachas possessed by Sellers immediately prior to Closing, 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 applicable consentsand, approvals, waivers or authorizations have been obtained. Notwithstanding notwithstanding anything herein to the foregoing, for purposes of determining whether any liability or obligation is an Assumed Liabilitycontrary, any such Delayed Transfer Purchased Asset shall be deemed a Purchased Asset only as of and from the earlier of (i) the date that such Delayed Transfer Asset is actually transferred or assigned to Buyer constitute an Assumed Liability and (ii) the date Sellers and Buyer shall enter into such supplemental agreements on reasonable terms and conditions that a Sharing Arrangement is entered into by may be necessary to provide to Sellers the right to purchase certain fuel and petroleum products from Buyer in order to perform Sellers’ sales obligations under such fuel and Seller with respect petroleum product sales contracts to such Delayed Transfer AssetThird Parties; provided that all fuel and petroleum products purchased by Sellers from Buyer under all such supplemental agreements shall be at the same price as such fuel and petroleum products are sold by Sellers to Third Parties under such fuel and petroleum product sales contracts with Third Parties. Notwithstanding the extent Buyer receives the use or benefit of a given Delayed Transfer Asset, it shall bear the burden of such Delayed Transfer Asset corresponding to such use or benefit. Seller and Buyer will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the applicable third party for the assignment or transfer of the Delayed Transfer Assets. (b) If the transfer or assignment execution of any Purchased Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of Section 2.05(a), then Seller or its Subsidiary shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for the use and benefit of Buyer (at the expense of Buyer) insofar as reasonably practicable. In addition, to the extent not prohibited, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer (including entry into such cooperative arrangements as may be reasonably acceptable to Buyer and Seller, including sublease, agency, management, indemnity or payment arrangements (a “Sharing Arrangement”)) in order to place Buyer, insofar as reasonably practicable, in substantially the same position as if such Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Asset, are to inure from and after the Closing to Buyer. To the extent permitted and to the extent otherwise permissible in light of any required consent, approval, waiver or authorization, Buyer shall be entitled to, and shall be responsible forsupplemental agreements, the management of any Delayed Transfer Assets not yet transferred Parties shall continue to it as a result of this Section 2.05 seek the relevant consents, authorizations or waivers and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If if and when the such consents, approvals, waivers authorizations or authorizationswaivers, the absence of which caused the deferral of transfer of any Purchased Asset pursuant to this Section 2.05Section, are obtained, such Purchased Asset shall no longer be an Excluded Asset under Section 2.2.8. The Parties’ obligations under this Section, including with respect to the transfer term of the applicable Delayed Transfer Asset supplemental agreements entered into pursuant to Buyer the above, with respect to the Xxxxxx Logistics and Marketing Terminals Assets and the Wilmington Calciner Assets, shall automatically expire on the same date that Sellers’ underlying rights and without further action be effected in accordance with the terms of this Agreement. For the avoidance of doubt, the covenants set forth in this Section 2.05 apply pre-Closing and post-Closing. (d) Neither Seller nor any of its Subsidiaries shall be obligated, obligations in connection therewith would expire, and with respect to all other Purchased Assets, shall expire on the provisions date that is the twenty-four (24) month anniversary of the Closing Date; provided, that, with respect to all such other Purchased Assets, if, following such twenty-four (24) month anniversary of the Closing Date Buyer reasonably demonstrates to Sellers that any such other Purchased Assets are necessary for the operation of the Business (excluding any aspects of the Business related to the Excluded Assets other than those subject to the requirements of this Section 2.057.2.1) in the manner in which it is currently being operated and the expiration of the Parties’ obligations under this Section would have a material adverse effect, then the Parties’ obligations hereunder shall continue to expend survive; provided, further that any money unless the necessary funds are advanced by Buyer, other than reasonable out-of-pocket recording or similar fees, all of which shall be promptly reimbursed by Buyer except as otherwise specifically provided in this Agreement. (e) The parties hereto further agree that, provided that Seller or its Subsidiary and Buyer have entered into a Sharing Arrangement disputes with respect to a Delayed Transfer Asset or to the extent that Buyer otherwise receives the use or benefit continuation of a Delayed Transfer Asset, (i) such Delayed Transfer Asset obligations shall be treated for all income Tax purposes as an asset 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).resolved pursuant to Section

Non-Assignability of Purchased Assets. (a) Notwithstanding anything in this Agreement to the contrary, 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 Purchaser of any asset that would be a Purchased Asset 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, 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 IV, in which event the Closing shall proceed only if the failed condition is waived by the party 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 of any such asset, then following the Closing, Purchaser and each Seller shall use commercially reasonable efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents and waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable arrangement designed to provide Purchaser with all of the benefits of use of such asset and to the applicable Seller(s) the benefits, including any indemnities, that they would have obtained had the asset been conveyed to Purchaser 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 Closing is obtained, Sellers shall or shall cause the relevant Affiliates to assign, transfer, convey and deliver such asset to Purchaser at no additional cost. To the extent that any such asset cannot be transferred or the full benefits or use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.9, then Purchaser and the applicable Seller(s) 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 Purchaser of the obligations thereunder. Sellers shall hold in trust for and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by any Seller or any of its Subsidiaries to Buyer Affiliates derived from its use of any Purchased Asset would be a violation of Applicable Law with respect to such Purchased Asset or otherwise materially and adversely affect the rights of Seller or its Subsidiaries or Buyer thereunder as a result of the failure to obtain any consent, approval, waiver or authorization required in connection with such transfer or assignment, then the transfer or assignment to Buyer of such Purchased 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 applicable consents, approvals, waivers or authorizations have been obtained. Notwithstanding the foregoing, for purposes of determining whether any liability or obligation is an Assumed Liability, any such Delayed Transfer Asset shall be deemed a Purchased Asset only as of and from the earlier of (i) the date that such Delayed Transfer Asset is actually transferred or assigned to Buyer and (ii) the date that a Sharing Arrangement is entered into by Buyer and Seller with respect to such Delayed Transfer Asset; provided that to the extent Buyer receives the use or benefit of a given Delayed Transfer Asset, it shall bear the burden of such Delayed Transfer Asset corresponding to such use or benefit. Seller and Buyer will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the applicable third party for the assignment or transfer of the Delayed Transfer Assets. (b) If the transfer or assignment of any Purchased Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of Section 2.05(a), then Seller or its Subsidiary shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for the use and benefit of Buyer (at the expense of Buyer) insofar as reasonably practicable. In addition, to the extent not prohibited, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer (including entry into such cooperative arrangements as may be reasonably acceptable to Buyer and Seller, including sublease, agency, management, indemnity or payment arrangements (a “Sharing Arrangement”)) in order to place Buyer, insofar as reasonably practicable, in substantially the same position as if such Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Asset, are to inure from and after the Closing to Buyer. To the extent permitted and to the extent otherwise permissible in light of any required consent, approval, waiver or authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Assets not yet transferred to it as a result of this Section 2.05 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the consents, approvals, waivers or authorizations, the absence of which caused the deferral of transfer of any Purchased Asset pursuant to this Section 2.05, are obtained, the transfer of the applicable Delayed Transfer Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement. For the avoidance of doubt, the covenants set forth in this Section 2.05 apply pre-Closing and post-Closing. (d) Neither Seller nor any of its Subsidiaries shall be obligated, asset in connection with the provisions of arrangements under this Section 2.05, to expend any money unless the necessary funds are advanced by Buyer, other than reasonable out-of-pocket recording or similar fees, all of which shall be promptly reimbursed by Buyer except as otherwise specifically provided in this Agreement2.9. (e) The parties hereto further agree that, provided that Seller or its Subsidiary and Buyer have entered into a Sharing Arrangement with respect to a Delayed Transfer Asset or to the extent that Buyer otherwise receives the use or benefit of a Delayed Transfer Asset, (i) such Delayed Transfer Asset shall be treated for all income Tax purposes as an asset 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 Purchased Assets. (a) Notwithstanding anything to the contrary set forth in this Agreement, this Agreement shall not constitute an agreement of the Sellers to the contrarytransfer or assign any Purchased Asset (including any lease of a Leased Real Property or Assigned Contract, but excluding any Permits), if and to the extent that the attempted transfer or assignment from Seller or any of its Subsidiaries to Buyer of any Purchased Asset would be a violation of Applicable Law with respect to such Purchased Asset or otherwise materially and adversely affect the rights of Seller or its Subsidiaries or Buyer thereunder same, as a result of the absence of the consent or authorization of a Third Party or the failure of the notice period to obtain expire under a right of first refusal, right of first offer or other similar preemptive right, would constitute a breach or Default under any such agreement; or would violate any applicable Law. Buyer and Sellers shall jointly use all Reasonable Efforts to take all necessary actions before Closing to permit the Purchased Asset to be transferred or assigned to Buyer, including obtaining any required Third Party consent or authorization for such transfer, assignment or waiver of any applicable right of first refusal, right of first offer, or similar preemptive right. If any such consent, approvalauthorization, or waiver is not obtained, or authorization required if an attempted transfer, assignment or assumption would be otherwise ineffective, with respect to any such Purchased Asset (or Purchased Asset that is otherwise deemed to constitute an Excluded Asset pursuant to Sections 2.2.8 and 2.2.10, but excluding Permits, any assets and matters governed by the provisions of Article 6), so that the Buyer would not, in connection fact, receive all Sellers’ rights, or assume all Sellers’ obligations relating to any such period on or after the Effective Time with respect thereto as they exist prior to such transfer attempted transfer, assignment or assignmentassumption, then (i) provided that Buyer has satisfied the Leased Real Property Conditions where required under Section 7.9, the Sellers and Buyer shall enter into such supplemental agreements (including subleases, licenses, operating or transportation agreements, the transfer or assignment of a Purchased Asset to an Affiliate of Sellers followed by the transfer of such entity to Buyer, etc., as applicable) on reasonable terms and conditions that may be necessary (including enforcement at the shared cost of the Parties of any and all rights of the Sellers against any involved Third Parties) to provide the Buyer with the same benefits of such Purchased Asset (eachas possessed by Sellers immediately prior to Closing, 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 applicable consentsand, approvals, waivers or authorizations have been obtained. Notwithstanding notwithstanding anything herein to the foregoing, for purposes of determining whether any liability or obligation is an Assumed Liabilitycontrary, any such Delayed Transfer Purchased Asset shall be deemed a Purchased Asset only as of and from the earlier of (i) the date that such Delayed Transfer Asset is actually transferred or assigned to Buyer constitute an Assumed Liability and (ii) the date Sellers and Buyer shall enter into such supplemental agreements on reasonable terms and conditions that a Sharing Arrangement is entered into by may be necessary to provide to Sellers the right to purchase certain fuel and petroleum products from Buyer in order to perform Sellers’ sales obligations under such fuel and Seller with respect petroleum product sales contracts to such Delayed Transfer AssetThird Parties; provided that all fuel and petroleum products purchased by Sellers from Buyer under all such supplemental agreements shall be at the same price as such fuel and petroleum products are sold by Sellers to Third Parties under such fuel and petroleum product sales contracts with Third Parties. Notwithstanding the extent Buyer receives the use or benefit of a given Delayed Transfer Asset, it shall bear the burden of such Delayed Transfer Asset corresponding to such use or benefit. Seller and Buyer will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the applicable third party for the assignment or transfer of the Delayed Transfer Assets. (b) If the transfer or assignment execution of any Purchased Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of Section 2.05(a), then Seller or its Subsidiary shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for the use and benefit of Buyer (at the expense of Buyer) insofar as reasonably practicable. In addition, to the extent not prohibited, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer (including entry into such cooperative arrangements as may be reasonably acceptable to Buyer and Seller, including sublease, agency, management, indemnity or payment arrangements (a “Sharing Arrangement”)) in order to place Buyer, insofar as reasonably practicable, in substantially the same position as if such Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Asset, are to inure from and after the Closing to Buyer. To the extent permitted and to the extent otherwise permissible in light of any required consent, approval, waiver or authorization, Buyer shall be entitled to, and shall be responsible forsupplemental agreements, the management of any Delayed Transfer Assets not yet transferred Parties shall continue to it as a result of this Section 2.05 seek the relevant consents, authorizations or waivers and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If if and when the such consents, approvals, waivers authorizations or authorizationswaivers, the absence of which caused the deferral of transfer of any Purchased Asset pursuant to this Section 2.05Section, are obtained, such Purchased Asset shall no longer be an Excluded Asset under Section 2.2.8. The Parties’ obligations under this Section, including with respect to the term of the supplemental agreements entered into pursuant to the above, with respect to the Xxxxxx Logistics and Marketing Terminals Assets and the Wilmington Calciner Assets, shall expire on the same date that Sellers’ underlying rights and obligations in connection therewith would expire, and with respect to all other Purchased Assets, shall expire on the date that is the twenty-four (24) month anniversary of the Closing Date; provided, that, with respect to all such other Purchased Assets, if, following such twenty-four (24) month anniversary of the Closing Date Buyer reasonably demonstrates to Sellers that any such other Purchased Assets are necessary for the operation of the Business (excluding any aspects of the Business related to the Excluded Assets other than those subject to the requirements of this Section 7.2.1) in the manner in which it is currently being operated and the expiration of the Parties’ obligations under this Section would have a material adverse effect, then the Parties’ obligations hereunder shall continue to survive; provided, further that any disputes with respect to the continuation of such obligations shall be resolved pursuant to Section 19.10. Subject to (i) above, in the event Sellers are unable to transfer to Buyer that certain Lease dated December 17, 1969 by and between the City of Long Beach, acting by and through its Board of Harbor Commissioners, as lessor, and Atlantic Richfield Company (predecessor-in-interest to BP West Coast Products LLC), as lessee, as amended, supplemented or assigned (the “Barn Lease”) on or before the date that any option to extend the term of the Barn Lease must be exercised then BPWCP shall, pursuant to the terms of the Barn Lease exercise its option to extend the term of the Barn Lease and BPWCP shall exercise Reasonable Efforts to achieve commercially reasonable lease payment rates thereunder. The Parties shall comply with the terms of the Technology Agreement with respect to the identification, assignment and transfer of the applicable Delayed Transfer Asset Third Party Licenses of Third Party IT Systems and other contemplated Third Party license agreements. If any such license cannot be transferred or assigned to Buyer within a reasonable time, the Parties shall automatically and without further action be effected in accordance comply with the terms of this Agreement. For the avoidance of doubt, the covenants set forth in this Section 2.05 apply pre-Closing and post-Closing. (d) Neither Seller nor any of its Subsidiaries shall be obligated, in connection with the provisions of this Section 2.05, to expend any money unless the necessary funds are advanced by Buyer, other than reasonable out-of-pocket recording or similar fees, all of which shall be promptly reimbursed by Buyer except as otherwise specifically provided in this Agreement. (e) The parties hereto further agree that, provided that Seller or its Subsidiary and Buyer have entered into a Sharing Arrangement 7.2.1 with respect to such license and, pending resolution of the issue, Buyer shall use Reasonable Efforts to provide, either directly or through a Delayed Transfer Asset or Third Party, any transitional services that are necessary in lieu of that license, and if Buyer is not able to provide such necessary transitional services, Sellers shall use Reasonable Efforts to provide such services, if practicable, subject to the extent that Buyer otherwise receives the use or benefit of a Delayed Transfer Asset, (i) such Delayed Transfer Asset shall be treated for all income Tax purposes as an asset of Buyer terms 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 conditions in applicable income Tax law or a good faith resolution of a contest)Transition Services Agreement.

Non-Assignability of Purchased Assets. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement to the contraryshall not constitute a sale, if and to the extent that the assignment or transfer or assignment from Seller or any of its Subsidiaries to Buyer of any Purchased Asset would be if such sale, assignment or transfer: (i) violates applicable Law; or (ii) requires the consent or waiver of a violation Person who is not a party to this Agreement or an Affiliate of Applicable Law with respect a party to this Agreement and such Purchased Asset consent or otherwise materially and adversely affect waiver has not been obtained prior to the rights of Closing. Seller or shall use its Subsidiaries or Buyer thereunder as a result of commercially reasonable efforts after the failure Closing Date to obtain any consentconsents or waivers from any Persons necessary to authorize, approvalapprove or permit the full and complete sale, waiver or authorization required in connection with such transfer or assignment, then the transfer or assignment to Buyer of such Purchased 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 applicable consents, approvals, waivers or authorizations have been obtained. Notwithstanding the foregoing, for purposes of determining whether any liability or obligation is an Assumed Liability, any such Delayed Transfer Asset shall be deemed a Purchased Asset only as of and from the earlier of (i) the date that such Delayed Transfer Asset is actually transferred or assigned to Buyer and (ii) the date that a Sharing Arrangement is entered into by Buyer and Seller with respect to such Delayed Transfer Asset; provided that to the extent Buyer receives the use or benefit of a given Delayed Transfer Asset, it shall bear the burden of such Delayed Transfer Asset corresponding to such use or benefit. Seller and Buyer will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the applicable third party for the assignment or transfer of the Delayed Transfer AssetsPurchased Assets and to make effective the transactions contemplated by this Agreement as may be required that are not obtained prior to the Closing Date. (b) If Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent or waiver, or any release, substitution or amendment required to novate all Liabilities under any and all Assigned Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such Liabilities from and after the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, waiver, release, substitution or amendment is obtained, Seller shall sell, assign and transfer to Buyer the relevant Purchased Asset to which such consent, waiver, release, substitution or assignment of amendment relates for no additional consideration. (c) To the extent that any Purchased Asset intended to Asset, Assumed Liability, or Permit cannot be transferred or assigned hereunder is not consummated prior to or at Buyer as of the Closing as a result of the circumstances set forth in the first sentence of Section 2.05(a2.8(a), then Buyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or its Subsidiary shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for subcontracting) to provide the use and benefit of Buyer (at the expense of Buyer) insofar as reasonably practicable. In additioneconomic and, to the extent not prohibitedpermitted under applicable Law, Seller shall take operational equivalent of the transfer of such Purchased Asset, Assumed Liability or cause to be taken such other actions as may be reasonably requested by Buyer (including entry into such cooperative arrangements as may be reasonably acceptable Permit to Buyer and as of the Closing. Buyer shall, as agent or subcontractor for Seller, including subleasepay, agency, management, indemnity or payment arrangements (a “Sharing Arrangement”)) in order to place Buyer, insofar as reasonably practicable, in substantially the same position as if such Delayed Transfer Asset had been transferred as contemplated hereby perform and so that all the benefits and burdens relating to such Delayed Transfer Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Asset, are to inure discharge fully any Assumed Liabilities thereunder from and after the Closing to BuyerDate. To the extent permitted under applicable Law, Seller shall pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Seller from and after the Closing Date, to the extent otherwise permissible in light of any required consent, approval, waiver or authorization, Buyer shall be entitled solely related to, and shall be responsible foror constituting, the management of any Delayed Transfer Assets not yet transferred to it as a result of this Section 2.05 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the consentsPurchased Asset, approvals, waivers or authorizations, the absence of which caused the deferral of transfer of any Purchased Asset pursuant to this Section 2.05, are obtained, the transfer of the applicable Delayed Transfer Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement. For the avoidance of doubt, the covenants set forth in this Section 2.05 apply pre-Closing and post-Closing. (d) Neither Seller nor any of its Subsidiaries shall be obligated, including in connection with the provisions of arrangements under this Section 2.05, to expend any money unless the necessary funds are advanced by Buyer, other than reasonable out-of-pocket recording or similar fees, all of which shall be promptly reimbursed by Buyer except as otherwise specifically provided in this Agreement2.8. (e) The parties hereto further agree that, provided that Seller or its Subsidiary and Buyer have entered into a Sharing Arrangement with respect to a Delayed Transfer Asset or to the extent that Buyer otherwise receives the use or benefit of a Delayed Transfer Asset, (i) such Delayed Transfer Asset shall be treated for all income Tax purposes as an asset 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).