Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement.

Non-Assignable Assets. (a) Notwithstanding anything the foregoing, and without limiting Section 11.1, if any Contract that would be an Assigned Contract, or other asset that would be a Purchased Asset, including the portion of any Shared Contract which is applicable to the contrary in this AgreementPurchased Programs pursuant to Section 2.6, is not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a Third Party or action by a Governmental Authority (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Laws, and subject any such Assignment Consent is not obtained on or prior to the provisions Closing Date, then this Agreement and the related instruments of this transfer shall not constitute an assignment or transfer of such Non-Assignable Asset and such Non-Assignable Asset shall not be included in the Purchased Assets. Without limiting the Pfizer Parties’ obligations under Section 2.58.4 or Section 9.1, each of the parties hereto, for a period of [***] following the Closing Date, or longer to the extent that provided for or contemplated by the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Transition Services Agreement (including any Governmental Authoritythe “Cooperation Period”), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, efforts to obtain any all such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing DateAssignment Consents; provided, however, that neither Sellers nor Buyer nothing in this Section 2.5(a) shall be required require any of the Pfizer Parties or any of their Affiliates to modify any of its respective rights in a manner adverse to any of the Pfizer Parties or any of their Affiliates or to pay any consideration therefor. Once such consentfee or other payment, authorizationor incur any Liability, approval, waiver, release, substitution cost or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes out-of-pocket expense in connection with the efforts set forth in this Section 2.5(a), with any such saleLiabilities, costs or out-of-pocket expenses to be borne by NewCo. To the extent such Assignment Consents are obtained during the Cooperation Period, the Pfizer Parties shall assign to NewCo or its designee such Non-Assignable Assets. Following any such assignment, transfer, conveyance or license such assets shall be paid by Buyer in accordance with Section 5.2(a) deemed Purchased Assets for purposes of this Agreement.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement or the consummation of the Transaction shall be construed as an attempt or agreement to assign any Acquired Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable without the consent of a Third Party or a Governmental Authority or is terminable or cancelable by a Third Party or a Governmental Authority in the event of an assignment (any such Acquired Asset, a “Non-assignable Asset”) unless and subject until such consent shall have been obtained. Aeglea shall and shall cause its Subsidiaries to use all commercially reasonable efforts to obtain any such consents with respect to the Acquired Assets, including all Non-assignable Assets, and including all consents set forth on Schedule 4.4(a), as promptly as practicable, and shall cooperate as reasonably requested by Immedica in any efforts made by Immedica or any of its Affiliates to obtain such consent. If any such consent or approval is not obtained, Aeglea shall, and shall cause its Subsidiaries to, provide to Immedica the benefits of such Non-assignable Asset in accordance with this Agreement and shall enforce, or cause its Subsidiaries to enforce, at the request of and for the benefit of Immedica, any rights of Aeglea or its Subsidiaries arising thereunder, including the right to seek any available remedies or to terminate in accordance with the terms thereof, in each case at Immedica’s cost and expense. Aeglea shall and shall cause its Subsidiaries to promptly pay to Immedica when received all monies received by Aeglea or any of its Affiliates under any such Non-assignable Asset or any claim, right or benefit arising thereunder, except to the extent the same represents an Excluded Asset. As a condition to Aeglea providing Immedica with the benefits of any Non-assignable Asset, Immedica shall perform, in the name or on behalf of Aeglea or its applicable Subsidiary, all obligations of Aeglea or its applicable Subsidiary and shall indemnify Aeglea or its applicable Subsidiary for any Liabilities first arising thereunder following the Closing, except to the extent such Liabilities relate to the gross negligence or willful misconduct of Aeglea or any Aeglea Indemnified Party or the failure of Aeglea or any Aeglea Indemnified Party to follow the reasonable written (email being sufficient) instructions of Immedica or any of its Subsidiaries with respect to such Non-assignable Asset. To the extent that, in connection with obtaining a Third Party’s consent under any Non-assignable Asset, one or more of the Parties enter into an agreement with such Third Party that provides for an allocation of liability among the Parties with respect to such Non-assignable Asset that is inconsistent with the terms of this Agreement, the Parties agree that, as among themselves, the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementcontrol.

Non-Assignable Assets. (a) Notwithstanding anything in this Agreement to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closingcontrary, this Agreement shall not constitute a salean agreement to assign or transfer any Purchased Asset that is not assignable or transferable by Law or without the consent of any Person, assignmentother than Seller, transferPurchaser or any of their respective Affiliates, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the extent that such consent shall not have been given prior to the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing(each, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Datea “Nonassigned Asset”); provided, however, that neither Sellers nor Buyer Seller with respect to the Purchased Assets that cannot be assigned or transferred without consent shall use, both prior to and for twelve (12) months after the Closing, commercially reasonable efforts to obtain, and Purchaser shall use its commercially reasonable efforts to assist and cooperate with Seller in connection therewith, all necessary consents to the assignment and transfer of each Nonassigned Asset, and shall keep Purchaser reasonably informed as to the status of such efforts; provided, further, that none of Seller, Purchaser or any of their respective Affiliates shall be required to pay money to any consideration therefor. Once such consentThird Party, authorization, approval, waiver, release, substitution commence any litigation or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver offer or grant any accommodation (financial or otherwise) to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes any Third Party in connection with such sale, assignment, efforts. With respect to any Nonassigned Asset for which consent is required for the assignment or transfer, conveyance for a period beginning on the Closing Date and ending on the earlier of (i) the time such requisite consent is obtained and such Nonassigned Asset is transferred and assigned to Purchaser or license (ii) the date that is twenty four (24) months after the Closing Date, Seller shall be paid by Buyer use commercially reasonable efforts to provide to Purchaser substantially comparable benefits thereof and shall enforce, at the request of and for the benefit of Purchaser, any rights of Seller arising thereunder against any Person, including the right to seek any available remedies or to elect to terminate in accordance with Section 5.2(a) the terms thereof upon the advice of this AgreementPurchaser. To the extent that Seller provides Purchaser with benefits of any Nonassigned Asset, Purchaser shall perform, at reasonably directed by Seller, the related obligations of Seller thereunder.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset or Assumed Liability would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has will not have been obtained prior to the ClosingClosing Date, then this Agreement shall will not be deemed to constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereofthereof (and for the sake of clarity, notwithstanding anything to the contrary in this Section 2.5, all such assets and Liabilities and obligations will be treated as Purchased Assets and Assumed Liabilities, respectively, for all other purposes of this Agreement); provided, however, that, subject to Sellers’ compliance with this Section 2.5, that the Closing shall will occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereofand without giving rise to any rights of indemnification under Article 7 in favor of any of the Buyer’s Indemnified Parties in respect of any breach of this Agreement to the extent that such breach was caused only by the failure to obtain such consent, authorization, approval or waiver (and Section 7.2(e) will apply in such situation); provided that, for further clarity, any breach resulting from Seller’s failure to disclose in the Schedules the requirement to obtain any such consent, authorization, approval or waiver or the Seller’s failure to comply with its covenants in this Section 2.5 and in Sections 6.2 and 6.3 with respect to such consent, authorization, approval or waiver, shall in each case remain subject to the rights of indemnification under Article 7 in favor of any of the Buyer’s Indemnified Parties. Following the ClosingClosing Date, Sellers and Buyer shall use, each at its own cost and expense, will use commercially reasonable efforts, and shall cooperate with each other, efforts to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any Buyer and all Assigned Contracts or Seller will cooperate with each other liabilities that constitute Assumed Liabilities or to obtain consents from the third parties that are described in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the Closing DateSchedule 6.3; provided, however, that neither Sellers Seller nor Buyer shall will be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall Seller will then sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset or Assumed Liability to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall will be paid by Buyer in accordance with Section 5.2(a) of this Agreement8.2, except to the extent applicable Transfer Taxes were already paid by the Buyer at the Closing Time.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ Seller’s compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all rights, liabilities and obligations under any and all Assigned Assumed 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by 50% by Seller and 50% by Buyer in accordance with Section 5.2(a) of this Agreement.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.08.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the ClosingClosing for a period of one (1) year, Sellers and Buyer Seller shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each otherXxxxx’s cooperation, to obtain any such required consent, authorization, approval or waiverwaiver as promptly as possible to provide Buyer with such Purchased Asset and the related rights, or any release, substitution or amendment required to novate all liabilities obligations and obligations 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 and obligations responsibilities from and after the Closing DateClosing; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once If any such consent, authorization, approvalapproval or waiver shall not be obtained or if any attempted assignment would be ineffective or would materially impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, waiverBuyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as sublicensing or subcontracting) to provide to the parties the economic and, releaseto the extent permitted under applicable Law, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer operational equivalent of the relevant transfer of such Purchased Asset to which Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. Such arrangement may include Seller, to the maximum extent permitted by Law and the Purchased Asset, acting after the Closing for a period of up to one (1) year as Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer; provided, that Buyer shall undertake to pay, perform and/or satisfy the corresponding Liabilities of Seller thereunder from and after the Closing Date for the enjoyment of such benefit to the extent Buyer would have been responsible hereunder if such consent, authorization, approval, waiver, release, substitution approval or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementwaiver had been obtained.

Non-Assignable Assets. (a) Notwithstanding anything contained herein to the contrary in this Agreementcontrary, and subject to the provisions Section 2.1 of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not require the assignment or sublicense of any of the Assumed Contracts, or license agreement for the Transferred Business Applications licensed to Seller or Designated Sellers by Third Parties, if any assignment or attempted assignment of the same without the consent of any Person, other than of the Seller or any of its Affiliates, would constitute a sale, assignment, transfer, conveyance or deliverybreach thereof, or an attempted saleif such Assumed Contract or license agreements for the Transferred Business Applications may not, assignmentby virtue of Law, transferbe assigned or sublicensed and (the requirement for such consent is disclosed with respect to such Assumed Contract or Transferred Business Applications in Schedule 1.1(37) (the "NON-ASSIGNABLE ASSETS"). The Seller shall, conveyance or deliveryprior to and after the applicable Closing Date, thereof; providedand shall cause the Designated Sellers to, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, use their commercially reasonable efforts, and the Purchaser shall cooperate in all reasonable respects with each otherthe Seller, to obtain any such required consentall consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey (or sublicense, authorization, approval or waiverin the case of Assumed Contracts, or license agreements for the Transferred Business Applications consisting of licenses that are not assignable without the consent of the licensor) any release, substitution or amendment required of the Assets to novate all liabilities and obligations 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 and obligations from and after the Closing DatePurchaser; provided, however, that neither Sellers nor Buyer except as otherwise provided in Section 5.9, such efforts by the Seller or any Designated Seller shall be required not include any requirement of the Seller or any of its Affiliates to pay money, commence any consideration therefor. Once litigation, or offer or grant any accommodation, financial or otherwise, to any Third Party, except that the Seller and the applicable Designated Seller, on the one hand, and the Purchaser and applicable Designated Purchaser, on the other hand, shall each pay half of any amounts that are required under the terms of such consent, authorization, approval, waiver, release, substitution Assumed Contracts or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver Transferred Business Applications to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes be paid in connection with such saleassignment or sublicense, assignmentor provided to have been paid prior to the applicable Closing Date (including any payments for maintenance and support for periods, transferor portions, conveyance therefore, ending before the applicable Closing Date). If any such Non-Assignable Assets are not able to be assigned or license transferred (whether because a consent in respect of any Non-Assignable Assets could not be obtained or otherwise), (x) the Seller shall (and shall cause the Designated Sellers to) use their commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Seller or any of its Affiliates to pay money, commence litigation, or offer or grant any accommodation, financial or otherwise, other than provided above, to provide or cause to be provided to the Purchaser, to the extent permitted by applicable Law, the benefits of any such Non-Assignable Assets and cooperate with Purchaser or the applicable Designated Purchaser in any reasonable arrangement designed to provide Purchaser or the applicable Designated Purchaser the material benefits intended to be assigned under the relevant Asset, including enforcement at the cost and for the account of Purchaser or a Designated Purchaser of any and all rights of Seller or the applicable Designated Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; (y) the Seller shall (to the extent the Purchaser has undertaken the responsibilities thereunder) promptly pay or cause to be paid to the Purchaser all monies received by Buyer the Seller or any of its Affiliates with respect to any such Non-Assignable Asset; and (z) the Purchaser shall, to the extent the Seller or Seller's Affiliates are able to provide the benefits of such Non-Assignable Assets and comply with (y) above, perform and discharge on behalf of each of the Seller or any Designated Seller all of the Seller's or such Designated Seller's debts, liabilities, obligations or commitments, if any, thereunder, and subject to and in accordance with Section 5.2(a) of this Agreementthe provisions thereof.

Non-Assignable Assets. (a) Notwithstanding anything in this Agreement to the contrary in contrary, if the requisite Consent has not been obtained on or prior to Closing, then, unless such Consent is subsequently obtained, this AgreementAgreement shall not constitute an agreement to sell, and subject to the provisions of this Section 2.5transfer or assign, to the extent that the directly or indirectly, any Asset, or any obligation or benefit arising thereunder if an attempted direct or indirect sale, assignmenttransfer or assignment thereof, transferwithout the Consent of a Third Party, conveyance including a Government Entity, would constitute a breach, default, violation or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer other contravention of any Purchased Asset would result in a violation the rights of applicable Law, such Third Party or would require the consent, authorization, approval or waiver of a Person who is not a be ineffective with respect to any party to a Contract concerning such Asset. For greater certainty, failure to obtain any such Consent shall not entitle the Purchaser to terminate this Agreement or an Affiliate fail to complete the transactions contemplated hereby or entitle the Purchaser to any adjustment of a party to this Agreement the Purchase Price. In the case of Consents, Contracts and other commitments included in the Assets (including any Governmental Authority)i) that cannot be transferred or assigned without the consent of Third Parties, and such consent, authorization, approval or waiver which consent has not been obtained prior to the Closing, this Agreement shall the Sellers shall, at the Purchaser’s sole out-of-pocket cost, reasonably cooperate with the Purchaser in endeavoring to obtain such Consent and, if any such Consent is not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5obtained, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following Sellers shall, following the Closing, Sellers and Buyer shall useat the Purchaser’s sole out-of-pocket cost, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each otherthe Purchaser in all reasonable respects to provide to the Purchaser with the benefit of such Consent, Contract or other commitment, or (ii) that are otherwise not transferable or assignable, the Sellers shall, following the Closing, at the Purchaser’s sole out-of-pocket cost, reasonably cooperate with the Purchaser to provide to the Purchaser with the benefit of such Consent, Contract or other commitment. The obligation of the Sellers to provide such reasonable cooperation under this Section 2.1.10 shall terminate on the date that is one (1) year following the Closing Date and after such time period, the Sellers shall have no further obligation to so cooperate nor shall the Sellers bear any liability for the failure to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 Consents within such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementone year period.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.6, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Acquired Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Assumed 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Acquired Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.4.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.7, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer Acquirer of any Purchased Asset would result in a violation of applicable Lawlaw, or would require the consent, authorization, approval or waiver of a Person who is not a party Party to this Agreement or an Affiliate of a party Party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the consummation of the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the consummation of the Closing, Sellers Seller and Buyer Acquirer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer Acquirer shall be required to pay any consideration therefor. Once If and when such consent, authorization, approval, waiver, release, substitution approval or amendment waiver is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer Acquirer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution approval or amendment waiver relates for no additional considerationconsideration and Acquirer shall, without payment of any consideration therefor, assume from and after the date of such assignment the obligations thereunder (but only the obligations of Seller thereunder arising exclusively from, and accruing exclusively with respect to, the period after the date of such assignment (other than obligations thereunder arising as a result of the breach thereof at or prior to such assignment) and only to the extent that such obligations would have constituted Assumed Liabilities if such assignment had occurred as of the Closing). Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement5.12.

Non-Assignable Assets. (a) To the extent that any Seller Contract, Shared Contract or any other Transferred Asset is not capable of being assigned (or, in the case of a Shared Contract, partially assigned) to Purchaser on the date of this Agreement (or, in the case of any Transferred Asset that is an asset provided for in Section 7.1(d)(ii), transferred to a Purchaser Employer Plan) at the Closing (or as soon as practicable after Closing) as contemplated by this Agreement either under Section 365 of the Bankruptcy Code or other applicable Laws or the terms of any such Seller Contract, Shared Contract or Transferred Asset (i) without the Consent of any Third Party or a Government Entity, or consummating the Transactions without such Consent would result in a breach, default, violation or contravention under any Seller Contract or Shared Contract or (ii) without the formation or establishment of a Foreign Acquisition Entity to purchase or receive, as applicable, the Transferred Assets located in a particular jurisdiction (collectively, the “Non-Assignable Assets”), this Agreement will not constitute an assignment thereof, or an attempted assignment, unless and until any such Consent is obtained or Foreign Acquisition Entity formed or established, as appropriate, including any Consents obtained or Foreign Acquisition Entity is formed or established, as appropriate, following the Closing. In the event that the sole reason that any Non-Assignable Asset (other than any Non-Assignable Asset that is an asset provided for in Section 7.1(d)(ii)) cannot be assigned to Purchaser is that a Foreign Acquisition Entity has not been formed by Purchaser in an applicable jurisdiction, then Seller shall have the right, in its sole discretion, to (i) sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase and assume, all of the equity interests of the Person in which such Non-Assignable Assets are held, or (ii) transfer such Non-Assignable Assets to an existing Subsidiary of Seller existing in the applicable jurisdiction and sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase and assume, all of the equity interests in such Subsidiary of Seller, and, in both of the foregoing cases, such sale, conveyance, transfer, assignment and delivery shall fully satisfy Seller’s obligations with respect to such Non-Assignable Assets hereunder and Seller shall have no further liability with respect to such sold, conveyed, transferred, assigned and delivered Person(s) thereafter. Until any such Consent is obtained or Foreign Acquisition Entity is formed or established, as appropriate, Seller and Purchaser will use their commercially reasonable efforts to cooperate in good faith with each other to agree upon and implement a commercially reasonable arrangement between Seller and Purchaser to provide Purchaser the substantially similar interests, benefits and rights, and subject Purchaser to the substantially similar obligations and Liabilities, under any such Non-Assignable Assets (including any Tax obligations related to any such Non-Assignable Assets) as the applicable Seller had immediately prior to the Closing, including the actual economic benefit of such Non-Assignable Assets. In the event that Transferred Assets that are assets provided for in Section 7.1(d)(ii) are prevented from transferring until any such Consent is obtained or Foreign Acquisition Entity is formed or established, as appropriate, or until a Purchaser Employee Plan is established and able to receive such assets, Seller and Purchaser agree that they will cooperate in good faith to put in place a commercially reasonable solution. Notwithstanding anything to the contrary herein, in this Agreementthe event that all or substantially all of the Transferred Assets (other than Transferred Assets that are assets provided for in Section 7.1(d)(ii)) operated in a particular jurisdiction constitute Non-Assignable Assets, (x) the Employees in such jurisdiction (“Deferred Employees”) shall transfer to Purchaser or one of its Affiliates in accordance with Article VII on the date substantially all of such Non-Assignable Assets are assigned to Purchaser (or, if earlier, the date on which a Deferred Employee’s employment automatically transfers to Purchaser or one of its Affiliates as required by the Acquired Rights) (the “Deferred Employee Transfer Date”) and subject (y) if necessary to provide the services of such Deferred Employees prior to the provisions Deferred Employee Transfer Date, Seller and Purchaser will use their commercially reasonable efforts to cooperate in good faith with each other to agree upon and implement a commercially reasonable arrangement between Seller and Purchaser to provide Purchaser with the benefit of the services provided to the Business by the Deferred Employees. Purchaser shall reimburse the relevant Seller Party in accordance with such agreed upon arrangements and indemnify and hold each Seller Party harmless from and against all Liabilities, incurred or asserted, as a result of any actions taken pursuant to this Section 5.12. The Parties acknowledge that the fact that any Transferred Asset constitutes a Non-Assignable Asset shall not (1) constitute a breach of any representation, warranty or covenant hereunder, (2) entitle Purchaser to terminate this Agreement or fail to consummate the Transactions, (3) result in any reduction of the Purchase Price payable hereunder or (4) otherwise result in any of Seller having any liability whatsoever to Purchaser or its Affiliates. Any Non-Assignable Asset assigned pursuant to the terms of this Section 2.55.12 shall, to the extent that the salewhen assigned, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations Transferred Asset hereunder from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementdate.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5Section, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the closing conditions, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers the City and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers the City nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers the City shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.10, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver Consent of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; providedthereof (each, however, that, subject an “Unassigned Asset”). Prior to Sellers’ compliance with this Section 2.5, the first anniversary of the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the ClosingDate, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiverConsent, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts Purchased Assets 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiverConsent, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Unassigned Asset to which such consent, authorization, approval, waiverConsent, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.04(a).

Non-Assignable Assets. Nothing in this Agreement will be construed as an attempt or agreement to assign any agreement, Contract or Permit the assignment of which requires the consent of a Governmental Authority or other third party (a) Notwithstanding anything to the contrary extent otherwise intended to be assigned to Purchaser in connection with this AgreementAgreement and the transactions contemplated hereby, each, a “Non-Assignable Asset”) unless and until the relevant Governmental Authority’s or other third party’s consent to the assignment of such Non-Assignable Asset has been obtained. Each Seller will, and subject will cause their respective Affiliates to, use its best efforts to obtain the consents of the relevant third parties to the provisions assignment to Purchaser of this Section 2.5the Non-Assignable Assets and will cooperate with Purchaser at its request in endeavoring to obtain such consents. If, as a condition to obtaining such consent to the assignment or transfer of a Non-Assignable Asset, it shall be necessary for any Seller to cure any defaults thereunder or renew any expired Contract or Permit, then such Seller shall perform such acts, pay such sums and cure any such default and renew any such Contract or Permit. Each Seller will pay when due all costs and expenses associated with obtaining such consents and will promptly reimburse Purchaser for any and all Damages incurred by Purchaser or its Affiliates arising in connection with the failure to obtain a consent to a Non-Assignable Contract or the failure to obtain such consent prior to the applicable Closing at which such Contract or Permit was to be assigned. To the extent permitted by Applicable Law, in the event consents to the assignment thereof cannot be obtained, each Seller shall hold such Non-Assignable Assets in trust for Purchaser and the covenants and obligations thereunder will be performed by Purchaser in such Seller’s name, and all benefits and obligations existing thereunder will be for Purchaser’s account. From and after the applicable Closing, each Seller will take or cause to be taken with respect to the Non-Assignable Assets, only such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Non-Assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-Assignable Assets, and each Seller will promptly pay over to Purchaser all money or other consideration received by it in respect of all Non-Assignable Assets. As of and from the applicable Closing Date, each Seller authorizes Purchaser, to the extent that permitted by Applicable Law and the saleterms of the Non-Assignable Assets, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or deliveryat Purchaser’s expense, to Buyer perform all the obligations and receive all the benefits of any Purchased Asset would result such Seller under the Non-Assignable Assets and appoints Purchaser its attorney-in-fact to act in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance its name on its behalf with respect thereto. Nothing in this Section 2.5, the Closing 2.9 shall occur notwithstanding the foregoing without any adjustment affect Purchaser’s right to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementindemnification hereunder.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.08, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate a Subsidiary of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereofof such Purchased Asset; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Closing Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall, and Seller shall usecause its Subsidiaries to, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations Liabilities under any and all Assigned Contracts or other liabilities 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 and obligations from and after the Closing DateLiabilities; provided, however, that neither Sellers Seller (nor any of its Subsidiaries) nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller or its applicable Subsidiary shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.05.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary contained in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or any other agreement to the contrary, nothing in this Agreement or any other agreement shall be construed as an Affiliate attempt by Seller or its Affiliates to transfer or assign to Buyer or its Affiliates any asset, if by its terms such asset is not transferable or assignable without the Consent of another party or parties unless such Consent shall have been given. If the transfer or assignment of such asset by Seller or its Affiliates to Buyer or its Affiliates requires the Consent of a third party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has third-party Consent is not been obtained prior to the Closing, this Agreement the parties shall not constitute a saleproceed with the Closing, assignmentthe parties shall use commercially reasonable efforts to obtain such third-party Consent after the Closing and, transferuntil such time as it shall have been obtained, conveyance the parties shall cooperate to provide that Buyer and/or its Affiliate shall receive the benefits under such asset which and when it would be entitled if such third-party Consent had been obtained at or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereofprior to the Closing; provided, howeverthat (a) Seller will promptly pay to Buyer when received all monies received by Seller or any Affiliate under any such Purchased Asset or any claim or right or any benefit arising thereunder and (b) Buyer shall, thatand shall cause its Affiliates to, subject pay, satisfy and perform the corresponding Liabilities relating to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment such asset to the Purchase Price on account thereof. Following extent that and at the time when Buyer and/or its Affiliates would have been responsible therefor if such third-party Consent had been obtained, and such asset assigned to Buyer or its Affiliate at the Closing, Sellers and Buyer such Liabilities shall usebe deemed Assumed Liabilities for purposes of this Agreement. Once such third-party Consent is obtained, each at its own cost and expense, commercially reasonable effortsSeller shall, and shall cooperate with each othercause its Affiliates to, transfer and assign to Buyer or its Affiliate, and Buyer shall, and shall cause its Affiliates to, accept and assume from Seller or its Affiliate, as applicable, such asset at no additional cost. Except as set expressly forth in this Section 5.7, Buyer acknowledges and agrees that Seller and its Affiliates shall not have any Liability whatsoever (including any Liability under Article 9) to Buyer or any of its Affiliates arising out of or relating to the failure to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementthird-party Consent.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.9, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the ClosingClosing despite the efforts of the Parties pursuant to Section 10.2 hereof, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article XI, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereofforegoing. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, commercially use reasonable best efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Assumed 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 and obligations from and after the Closing DateLiabilities; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer and Seller in accordance with Section 5.2(a) of this AgreementArticle XI.

Non-Assignable Assets. (a) 7.6.1 Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5Section, to the extent that the sale, assignment, transfer, conveyance conveyance, or delivery, or attempted sale, assignment, transfer, conveyance conveyance, or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval approval, or waiver of a Person (including any Governmental Authority) who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority)Agreement, and such consent, authorization, approval approval, or waiver has not been obtained prior to by the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance conveyance, or delivery, or an attempted sale, assignment, transfer, conveyance conveyance, or delivery, thereofof such Asset; provided, however, that, subject to Sellers’ compliance with this Section 2.5, that the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereofPrice. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval approval, or waiver, or any release, substitution substitution, or amendment required to novate all liabilities and obligations Liabilities under any and all Assigned Contracts or other liabilities 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 and obligations Liabilities from and after the Closing Date; provided, however, that neither Sellers nor Buyer Seller shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution substitution, or amendment is obtained, Sellers the applicable Seller shall sell, assign, transfer, convey convey, and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution substitution, or amendment relates for no additional consideration. Applicable Transfer sales, transfer, and other similar Taxes in connection with such sale, assignment, transfer, conveyance conveyance, or license shall be paid by Buyer in accordance with Section 5.2(a) of this AgreementSellers.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in ARTICLE VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller, Buyer and Buyer Recruiter shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and Recruiter shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer and Recruiter in accordance with Section 5.2(a) of this Agreement6.12.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.09, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset Assigned Contract or Business Permit (i) would result in a violation of applicable Law, Law or (ii) would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereofof such Assigned Contract or Business Permit (each, a “Non-assignable Right”); provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain obtain, any such required consent, authorization, approval or waiver, waiver or (if required in order to carry out the provisions of this Section 2.09) any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities Non-assignable Rights so that constitute Assumed Liabilities or they can effectively be transferred 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 and obligations from and as promptly as reasonably practicable after the Closing Dateupon the terms set forth in this Agreement (without regard to the provisions of this Section 2.09); provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset Non-assignable Right to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid borne by Buyer the parties in accordance with Section 5.2(a) of this Agreement6.11.

Non-Assignable Assets. (a) 2.8.1 Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.8, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer Purchaser of any Purchased Company Asset would result in a violation of applicable Lawlaw, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental AuthorityEntity), and such consent, authorization, approval or waiver has shall not have been obtained prior to the ClosingClosing after the commercially reasonable effort by Company to obtain such consent, authorization, approval or waiver, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, that the Closing shall occur notwithstanding the foregoing without any adjustment to the Initial Purchase Price or other consideration on account thereof. Following the Closing, Sellers Company and Buyer Purchaser shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts contracts or other liabilities that constitute Assumed Liabilities Obligations or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer Purchaser shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Sellers Company nor Buyer Shareholder nor Purchaser shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Company shall sell, assign, transfer, convey and deliver to Buyer Purchaser the relevant Purchased Company Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer, and other similar Taxes in connection with such sale, assignment, transfer, conveyance conveyance, or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.9.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this the satisfaction or waiver of the conditions contained in Article VII, if Buyer, at its sole option, waives the condition in Section 2.57.01(c), the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing DateEffective Time; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor, unless the agreement being assigned requires payment of a de minimis review fee or similar fee, in which case, Seller shall be responsible for such payment. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer Seller in accordance with Section 5.2(a) of this Agreement6.14.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in ARTICLE VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Seller, Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall reasonably cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall Seller shall, upon request of Buyer, sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.12.

Non-Assignable Assets. (a) Notwithstanding anything contained herein to the contrary in this Agreementcontrary, and subject to the provisions Section 2.1 of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not require the assignment or sublicense of any of the Assumed Contracts, or license agreement for the Transferred Business Applications licensed to Seller or Designated Sellers by Third Parties, if any assignment or attempted assignment of the same without the consent of any Person, other than of the Seller or any of its Affiliates, would constitute a sale, assignment, transfer, conveyance or deliverybreach thereof, or an attempted saleif such Assumed Contract or license agreements for the Transferred Business Applications may not, assignmentby virtue of Law, transferbe assigned or sublicensed and (the requirement for such consent is disclosed with respect to such Assumed Contract or Transferred Business Applications in Schedule 1.1(37) (the “Non-Assignable Assets”). The Seller shall, conveyance or deliveryprior to and after the applicable Closing Date, thereof; providedand shall cause the Designated Sellers to, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, use their commercially reasonable efforts, and the Purchaser shall cooperate in all reasonable respects with each otherthe Seller, to obtain any such required consentall consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey (or sublicense, authorization, approval or waiverin the case of Assumed Contracts, or license agreements for the Transferred Business Applications consisting of licenses that are not assignable without the consent of the licensor) any release, substitution or amendment required of the Assets to novate all liabilities and obligations 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 and obligations from and after the Closing DatePurchaser; provided, however, that neither Sellers nor Buyer except as otherwise provided in Section 5.9, such efforts by the Seller or any Designated Seller shall be required not include any requirement of the Seller or any of its Affiliates to pay money, commence any consideration therefor. Once litigation, or offer or grant any accommodation, financial or otherwise, to any Third Party, except that the Seller and the applicable Designated Seller, on the one hand, and the Purchaser and applicable Designated Purchaser, on the other hand, shall each pay half of any amounts that are required under the terms of such consent, authorization, approval, waiver, release, substitution Assumed Contracts or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver Transferred Business Applications to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes be paid in connection with such saleassignment or sublicense, assignmentor provided to have been paid prior to the applicable Closing Date (including any payments for maintenance and support for periods, transferor portions, conveyance therefore, ending before the applicable Closing Date). If any such Non-Assignable Assets are not able to be assigned or license transferred (whether because a consent in respect of any Non-Assignable Assets could not be obtained or otherwise), (x) the Seller shall (and shall cause the Designated Sellers to) use their commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Seller or any of its Affiliates to pay money, commence litigation, or offer or grant any accommodation, financial or otherwise, other than provided above, to provide or cause to be provided to the Purchaser, to the extent permitted by applicable Law, the benefits of any such Non-Assignable Assets and cooperate with Purchaser or the applicable Designated Purchaser in any reasonable arrangement designed to provide Purchaser or the applicable Designated Purchaser the material benefits intended to be assigned under the relevant Asset, including enforcement at the cost and for the account of Purchaser or a Designated Purchaser of any and all rights of Seller or the applicable Designated Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; (y) the Seller shall (to the extent the Purchaser has undertaken the responsibilities thereunder) promptly pay or cause to be paid to the Purchaser all monies received by Buyer the Seller or any of its Affiliates with respect to any such Non-Assignable Asset; and (z) the Purchaser shall, to the extent the Seller or Seller’s Affiliates are able to provide the benefits of such Non-Assignable Assets and comply with (y) above, perform and discharge on behalf of each of the Seller or any Designated Seller all of the Seller’s or such Designated Seller’s debts, liabilities, obligations or commitments, if any, thereunder, and subject to and in accordance with Section 5.2(a) of this Agreementthe provisions thereof.

Non-Assignable Assets. (a) Notwithstanding anything to As between any third party or Governmental Entity on the contrary in this Agreementone hand, and subject to the provisions of this Section 2.5, to Seller on the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closingother hand, this Agreement shall not constitute a sale, an agreement to assign any Contract or any right thereunder if an attempted assignment, transfer, conveyance or deliverywithout the consent of, or an attempted saleother action by, assignmentsuch third party or Governmental Entity, transferwould constitute a violation of any applicable Law or a breach of or in any way adversely affect the rights of such third party, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5such Governmental Entity, the Closing shall occur notwithstanding Buyer or the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing DateSeller thereunder; provided, however, that neither Sellers nor if such consent is not obtained or such other action is not taken prior to the Closing then, as between the Seller and the Buyer, the Seller shall, to the extent reasonably practicable, (a) provide to the Buyer the benefits of the applicable Contract or other Asset, (b) reasonably cooperate in any reasonable arrangement designed to provide such benefits to the Buyer, and (c) enforce at the request and expense of the Buyer and for the account of the Buyer, any rights of the Seller arising from any such Contract or other Asset. The Buyer shall use commercially reasonable efforts to perform the obligations under any such Contract, but only if and to the extent that such obligations are Assumed Liabilities. For the avoidance of doubt, nothing in this Section 2.11 shall obligate the Buyer to pay, perform or discharge any Excluded Liability. In addition, the parties will undertake commercially reasonable efforts to obtain the necessary consents of all third-parties to the Assumed Contracts within six (6) months after the Closing Date. If any customer terminates the relevant Assumed Contract based on the failure to obtain a necessary consent, Seller shall satisfy any Liabilities arising from such Assumed Contract, including, without limitation, payment to Buyer for any inventory not purchased by a customer after termination of its Assumed Contract. If, however, any customer refuses to give its consent to the assignment of its Assumed Contract to Buyer, and such customer does not terminate the Assumed Contract within the 6-month period, then Seller may request permission from Buyer to terminate such Assumed Contract. Within ten (10) days of the date of Seller’s request to terminate, the Buyer may either reject or accept the request to terminate from Buyer. If Buyer fails to respond to Buyer’s request, then Buyer shall be required deemed to pay have rejected the request. If Buyer accepts the request of Seller to terminate, then Seller shall terminate such Assumed Contract, and Seller shall satisfy any consideration therefor. Once such consentLiabilities arising from, authorizationor relating to, approvalthe terminated Assumed Contract including, waiverwithout limitation, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver payment to Buyer for any inventory not purchased by a customer after termination of its Assumed Contract. If Buyer rejects the relevant Purchased Asset request of Seller to which such consentterminate, authorizationthen Buyer will assume all Liabilities arising from, approvalor relating to, waiver, release, substitution or amendment relates the Assumed Contract. Any payments by a customer of the Acquired Business for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license inventory shall be paid retained by Buyer, unless Buyer has already made a reduction for such inventory pursuant to the Final Working Capital Adjustment, in accordance with Section 5.2(a) which case, Seller shall retain such payments. To the extent the failure to obtain any consent required for the assignment of this Agreementany Assumed Contract causes a breach under such Assumed Contract, any Liability resulting from such breach shall be an Excluded Liability (unless Buyer assumes the Liability under such Assumed Contract as described above).

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement or the consummation of the Transaction shall be construed as an attempt or agreement to assign any Acquired Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable without the consent of a Third Party or a Governmental Authority or is terminable or cancelable by a Third Party or a Governmental Authority in the event of an assignment (any such Acquired Asset, a “Non‑assignable Asset”) unless and subject until such consent shall have been obtained. Aeglea shall and shall cause its Subsidiaries to use all commercially reasonable efforts to obtain any such consents with respect to the Acquired Assets, including all Non-assignable Assets, and including all consents set forth on Schedule ‎4.4(a), as promptly as practicable, and shall cooperate as reasonably requested by Immedica in any efforts made by Immedica or any of its Affiliates to obtain such consent. If any such consent or approval is not obtained, Aeglea shall, and shall cause its Subsidiaries to, provide to Immedica the benefits of such Non-assignable Asset in accordance with this Agreement and shall enforce, or cause its Subsidiaries to enforce, at the request of and for the benefit of Immedica, any rights of Aeglea or its Subsidiaries arising thereunder, including the right to seek any available remedies or to terminate in accordance with the terms thereof, in each case at Immedica’s cost and expense. Aeglea shall and shall cause its Subsidiaries to promptly pay to Immedica when received all monies received by Aeglea or any of its Affiliates under any such Non-assignable Asset or any claim, right or benefit arising thereunder, except to the extent the same represents an Excluded Asset. As a condition to Aeglea providing Immedica with the benefits of any Non-assignable Asset, Immedica shall perform, in the name or on behalf of Aeglea or its applicable Subsidiary, all obligations of Aeglea or its applicable Subsidiary and shall indemnify Aeglea or its applicable Subsidiary for any Liabilities first arising thereunder following the Closing, except to the extent such Liabilities relate to the gross negligence or willful misconduct of Aeglea or any Aeglea Indemnified Party or the failure of Aeglea or any Aeglea Indemnified Party to follow the reasonable written (email being sufficient) instructions of Immedica or any of its Subsidiaries with respect to such Non-assignable Asset. To the extent that, in connection with obtaining a Third Party’s consent under any Non-assignable Asset, one or more of the Parties enter into an agreement with such Third Party that provides for an allocation of liability among the Parties with respect to such Non-assignable Asset that is inconsistent with the terms of this Agreement, the Parties agree that, as among themselves, the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementcontrol.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person would be ineffective or would constitute a breach of contract or a material violation of any Legal Requirement or would in any other way materially and subject adversely affect the rights of the Seller (or Buyer as transferee or assignee), and such consent or approval is not obtained at or prior to the provisions Closing. In such case, for a period of this Section 2.5150 days following Closing (the “Transition Period”), to the extent that possible, (a) the salebeneficial interest in or to such Contracts, assignmentproperties, transferrights or assets (collectively, conveyance the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement; and (b) pending such consent or deliveryapproval, Buyer shall discharge the obligations of the Seller under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for the Seller, and the Seller shall act as Buyer’s agent in the receipt of any benefits, rights or attempted saleinterest received from the Beneficial Rights. During the Transition Period Seller shall use commercially reasonable efforts to secure, assignmentas promptly as practicable and at its own expense, transferany consents, conveyance or deliveryapprovals, waivers and authorizations required in connection with the transactions contemplated by this Agreement, including, without limitation, all Required Consents and Other Consents, to the extent such consents, approvals, waivers and authorizations were not obtained and delivered to Buyer of any Purchased Asset would result in a violation of applicable Law, at or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing. During the Transition Period, Seller shall cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, including enforcement at the cost and for the account of Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any liability under such Contracts, properties, rights or assets, to the extent such liability constitutes an Assumed Liability. If and to the extent that by the end of the Transition Period an arrangement acceptable to Buyer with respect to Beneficial Rights cannot be made, or the requisite consents, approvals, waivers or authorizations are not obtained, then Buyer shall have no obligation with respect to any such Contract, property, right or other asset, and such Contract, property, right or other asset shall not be deemed to be an Asset and any related liability shall not be deemed an Assumed Liability, and, notwithstanding any contrary provision of this Agreement or any Related Agreement, Seller shall not constitute a salehave no further obligation to use commercially reasonable efforts to secure such consents, assignmentapprovals, transfer, conveyance waivers or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject authorizations after the end of the Transition Period. Notwithstanding anything to Sellers’ compliance with the contrary in this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 Seller shall be solely responsible for such liabilities using commercially reasonable efforts to obtain, and obligations from and after shall use commercially reasonable efforts to obtain, all necessary consents to assignment on or prior to the Closing Date; provided, however, that neither Sellers nor and Buyer shall be required have no obligation to pay expend any consideration therefor. Once such consentmoney, authorizationincur any liability, approval, waiver, release, substitution commence any legal proceeding or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver offer or grant any accommodation (financial or otherwise) to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution any person or amendment relates for no additional consideration. Applicable Transfer Taxes entity in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer the process of obtaining the consents and approvals described in accordance with this Section 5.2(a) of this Agreement2.5.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.06, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased CTP Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the CTP Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VI, the CTP Closing shall occur notwithstanding the foregoing without any adjustment to the CTP Purchase Price on account thereof. Following the CTP Closing, Sellers CTP and Buyer shall use, each at its own cost and expense, use commercially reasonable best efforts, and CTP and Buyer shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to transfer or assign such CTP Assets and to novate all liabilities and obligations 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 entitled to the rights and benefits under, and responsible for such liabilities and obligations obligations, from and after the CTP Closing Date; provided, however, that neither Sellers nor Buyer shall not be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers CTP shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased CTP Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a5.07(h) of this Agreementthe MTA.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.08, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.12.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this the satisfaction or waiver of the conditions contained herein, including those conditions set forth in Section 2.55 hereof (it being understood that unless Buyer waives such conditions in writing then the Closing shall not occur), the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable best efforts, and shall cooperate with each other, other to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities Purchased Assets 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 and obligations benefit from the Purchased Assets from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes transfer taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer the parties in accordance with the terms herein. To the extent that any Purchased Asset and/or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 5.2(a2.5, Buyer and Seller, to the maximum extent permitted by Law, shall, and Seller shall cause its Affiliates to, enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the parties the economic and to the extent (i) permitted under applicable Law and (ii) not prohibited by the Purchased Asset, operational equivalent of the transfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. To the extent such an arrangement cannot be entered into, Seller shall (a) use commercially reasonable best efforts to enforce any rights of Seller arising from such Purchased Asset (including, without limitation, a right of termination) and (b) indemnify and hold harmless each Buyer Indemnified Party from any and all damages incurred or suffered by a Buyer Indemnified Party resulting from, arising out of or related to such arrangement not being obtained.. To the extent permitted under applicable Law, Seller shall hold in trust for and give/pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by Seller to the extent related to such Purchased Asset in connection with the arrangements under this AgreementSection 2.5.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.09, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset or Assumed Liability would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities transfer such Purchased Assets and obligations 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 and obligations from and after the Closing DateBuyer; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution substitute or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset and/or Assumed Liability to which such consent, authorization, approval, waiver, release, substitution substitute or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by one-half by Sellers and one-half by Buyer in accordance with Section 5.2(a) of this Agreement6.11.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result nothing in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate the consummation of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 transactions contemplated hereby shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required construed as an attempt or agreement to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and or deliver to any Asset Buyer any Contract or Permit which, by its terms or by applicable Law, is not assignable without the relevant Purchased consent of or notice to a third party thereto, or a Governmental Authority, or a novation thereof or is cancelable by a third party in the event of an assignment or transfer without such consent or notice, unless and until such consent is obtained or novation is completed or the requisite notice is given (each a “Non-Assignable Contract or Permit”). If any such consent shall not be obtained or novation shall not be completed or such notice shall not be given in accordance with the requirements therefore or if any attempted assignment would be ineffective or would impair any rights of any of the Asset Sellers or any Asset Buyer under any such Non-Assignable Contract or Permit such that any Asset Buyer would not, in fact, acquire the benefit of all rights under such Non-Assignable Contract or Permit, then (i) in the case of a Contract that is a Non-Assignable Contract or Permit, the applicable Asset Seller shall hold such Non-Assignable Contract or Permit in trust for the Asset Buyers and the Sellers shall use commercially reasonable efforts to which cooperate with the Asset Buyers as the Asset Buyers may reasonably request until the end of the Management Period (as defined in the TSA) to promptly obtain such consents, complete such novations or give such requisite notice for the assignment thereof to the applicable Asset Buyer or their designee (provided, however, that none of the Sellers or the Beneficial Owners shall be required to pay any consideration, incur any out-of-pocket expenses or make any concession therefor) and (ii) in the case of a Permit that is a Non-Assignable Contract or Permit, the Sellers shall use commercially reasonable efforts to cooperate with the Asset Buyers as the Asset Buyers may reasonably request until the end of the Management Period (as defined in the TSA) to promptly obtain such consents, complete such novations or give such requisite notice for the assignment thereof to the applicable Asset Buyer to the extent permitted by applicable Law (provided, however, that none of the Sellers or the Beneficial Owners shall be required to pay any consideration, incur any out-of-pocket expenses or make any concession therefor). If such consent is obtained or novation is completed or such notice is given in accordance with the requirements therefore, the applicable Asset Seller shall, at the Asset Buyers’ request, assign, transfer, convey or deliver any such Non-Assignable Contract or Permit to the applicable Asset Buyer or their designee at no additional cost. If such consent is not obtained or such novation is not completed or such notice is not able to be given in accordance with the requirements therefore despite Sellers complying with each of their obligations under this Section 2.1(e), the Sellers will be deemed to have fulfilled their obligations related thereto under this Agreement and under no circumstances shall the Equity Consideration or the Cash Consideration be reduced or the Sellers, the Beneficial Owners or any of their respective Affiliates be subject to any Liability or obligation on account of the failure to obtain any such consent, authorizationfailure to complete any such novation or the failure to validly give such requisite notice. The Buyers further agree that no representation, approvalwarranty or covenant of the Sellers, waiver, release, substitution University Pharmacy or amendment relates for no additional consideration. Applicable Transfer Taxes the Beneficial Owners contained in connection with such sale, assignment, transfer, conveyance this Agreement or license any Ancillary Agreement shall be paid breached or deemed breached solely as a result of (i) the failure to obtain any such consent, the failure to complete any such novation or the failure to validly give such requisite notice; or (ii) any action, suit, proceeding or claim commenced or threatened by Buyer or on behalf of any Person arising out of or relating to the failure to obtain any consent, failure to complete any novation, failure to validly give any requisite notice or any such default or termination, in accordance with Section 5.2(a) of this Agreementeach case, to the extent such consent, novation or notice is set forth on Schedule 3.3.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.09, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers the Seller Parties and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date and solely benefit from the Assigned Contracts from and after the Closing Date; provided, however, that neither Sellers the Seller Parties nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers the Seller Parties shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer the parties in accordance with Section 5.2(a) of this Agreement6.08.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.06, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Hong Kong Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Hong Kong Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VI, the Hong Kong Closing shall occur notwithstanding the foregoing without any adjustment to the Hong Kong Purchase Price on account thereof. Following the Hong Kong Closing, Sellers Meizhou Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable best efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to transfer or assign such Hong Kong Assets and to novate all liabilities and obligations 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 entitled to the rights and benefits under, and responsible for such liabilities and obligations from and after the Hong Kong Closing Date; provided, however, that neither Sellers nor Buyer shall not be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Meizhou Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Hong Kong Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a5.07(h) of this Agreementthe MTA.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this AgreementAgreement (including in Section 2.1), and subject to the provisions of this Section 2.52.3, to the extent that the sale, assignment, transfer, conveyance conveyance, or delivery, delivery (or attempted sale, assignment, transfer, conveyance conveyance, or delivery, ) to Buyer of any Purchased Asset or Assumed Liability would result in a violation of applicable Law, or would require the consent, authorization, approval approval, or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval approval, or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance conveyance, or delivery, or an attempted sale, assignment, transfer, conveyance conveyance, or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers the Seller Parties and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall diligently cooperate with each other, in good faith, to obtain any such required consent, authorization, approval approval, or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts so sell, transfer, convey or other liabilities that constitute deliver such Purchased Assets or 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 and obligations from and after the Closing DateLiabilities; provided, however, that neither Sellers Seller Parties nor Buyer shall be required to pay any consideration thereforto the other party to secure such required consents, authorizations, approvals or waivers. Once such consent, authorization, approval, waiver, release, substitution or amendment waiver is obtained, Sellers Seller shall sell, assign, transfer, convey convey, and deliver to Buyer the relevant Purchased Asset or Assumed Liability to which such consent, authorization, approval, waiver, release, substitution or amendment waiver relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement.

Non-Assignable Assets. (a) Notwithstanding anything Anything contained in this Agreement to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closingnotwithstanding, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, an agreement or an attempted sale, assignment, agreement to transfer, conveyance sublease or deliveryassign the Contracts set forth on Schedule 2.8 annexed hereto to the extent such Contracts, or any claim or right of any benefit arising thereunder or resulting therefrom if any such attempted transfer, sublease or assignment thereof; provided, howeverwithout the consent of any other party thereto, thatwould constitute a breach thereof or in any way affect the rights of the Company thereunder Page 14 of 57 (the "Non-Assignable Assets"). ETG shall, subject to Sellers’ compliance with this Section 2.5, if requested by the Company after the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the ClosingDate, Sellers and Buyer shall use, each at use its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, efforts to obtain any such required consent, authorization, approval or waiver. If any such consent is not obtained, or if any releaseattempted assignment thereof would be ineffective or would affect the rights of ETG thereunder such that the Company would not in fact receive all such rights, substitution or amendment required to novate all liabilities and obligations 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 and obligations from on and after the Closing Date; provided, however, that neither Sellers nor Buyer each such Non-Assignable Asset shall be required held by ETG in trust for the Company, and ETG shall perform such agreement for the account of the Company or otherwise cooperate with the Company in any arrangement necessary or desirable to provide for the Company the benefits under any such agreement, including, without limitation, enforcement for the benefit of the Company of any and all rights of ETG against the other party thereto arising out of the breach, termination or cancellation of such agreement by such other party or otherwise. ETG will take or cause to be taken such action in ETG's name or otherwise as the Company may reasonably request, at the Company's expense, so as to provide the Company with the benefits of the Non-Assignable Assets and to effect collection of money or other consideration to become due and payable under the Non-Assignable Assets and ETG shall promptly pay over to the Company all money or other consideration received by it or its Affiliates in respect of Non-Assignable Assets. As and from the Closing, ETG authorizes the Company, to the extent permitted by applicable law and the terms of the Non-Assignable Assets, at the Company's expense, to perform all of the obligations and receive all of the benefits under the Non-Assignable Assets and appoint the Company its attorney-in-fact to act in its name and on its behalf with respect thereto. Notwithstanding the foregoing, this Agreement shall not constitute an agreement by ETG to assign or delegate, or by the Company to assume and agree to pay, perform or otherwise discharge, any consideration therefor. Once Non-Assignable Asset if an attempted assignment, delegation or assumption thereof without the consent of a third Person would constitute a breach thereof unless and until such consent, authorization, approval, waiver, release, substitution or amendment consent is obtained. The foregoing shall not limit, Sellers shall sell, assign, waive or otherwise affect the Company's right to not close the transactions contemplated by this Agreement to the extent the receipt of any consent to the transfer, convey and deliver sublease or assignment of any contract, license, lease, commitment, sales order, purchaser order or other agreement is a condition to Buyer the relevant Purchased Asset obligation of the Company to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementclose hereunder.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the This Agreement shall not constitute a sale, assignment, transfer, conveyance assignment or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer transfer of any Purchased Asset would result in a violation of if such sale, assignment or transfer: (a) violates applicable Law, ; or would require (b) requires the consent, authorization, approval consent or waiver of a another Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver which has not been obtained prior to the Closing, this Agreement shall . In the event any such consent or waiver is not constitute a sale, assignment, transfer, conveyance obtained on or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject prior to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers following the Closing, Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval consent or waiver, or any obtain a release, substitution or amendment required with respect to novate all liabilities and obligations under any and all an Assigned Contracts or other liabilities Contract 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 cannot be solely responsible for such liabilities and obligations from and after the Closing Datetransferred; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey assign and deliver transfer to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no without requiring any additional considerationconsideration from the Buyer. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance assignment or license transfer shall be paid by Buyer Seller in accordance with this Section 5.2(a5.02. To the extent that any Purchased Asset or an Assumed Liability cannot be transferred to Buyer pursuant to this Section 5.02 (and as are listed in Schedule 5.02), Buyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing. Buyer shall, as agent or subcontractor for Seller, pay, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under applicable Law, Seller shall, without any additional expense to the Buyer, hold in trust for and 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 related to such Purchased Asset in connection with the arrangements under this AgreementSection 5.02. Seller shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Purchased Assets.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.08 and without limiting the provisions of Section 7.01(g), to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer Purchaser of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement and the closing of the transactions contemplated hereby shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the ClosingClosing and except for customer contracts (other than bundled Contracts that relate to both the Business and Seller’s EAS or other businesses (“Bundled Contracts”)) or vendor contracts of the Business, Sellers Seller and Buyer Purchaser shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiverwaiver that is material to the Business, or any release, substitution or amendment required to novate all liabilities and obligations under any and all material Assigned Contracts, Bundled 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 the applicable Purchaser shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers the applicable Seller shall sell, assign, transfer, convey and deliver to Buyer the applicable Purchaser the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.13.

Non-Assignable Assets. (a) Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closingcontrary, this Agreement shall not constitute a salean agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of the Company, the Buyer, or any of their respective Subsidiaries, any Transferred Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, conveyance delivery or deliveryassumption thereof, or an attempted saleagreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a breach or other contravention thereof or a violation of Law or would in any way materially and adversely affect the rights of the Company, the Buyer, or any of their respective Subsidiaries, (as assignee or transferee of the applicable transferor, or otherwise) thereto or thereunder (any such Transferred Asset or Excluded Asset and related claim, right or benefit, a "Non-Assignable Asset" and any such Assumed Liability or Excluded Liability and related claim or obligation, a "Non-Assumable Liability"). The Company shall, and shall cause its Subsidiaries to, use its respective commercially reasonable efforts to obtain any consent necessary for the contribution, conveyance, assignment, transfer, conveyance delivery or deliveryassumption of any such Transferred Asset or Assumed Liability, thereof; providedor any claim, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment right or benefit to the Purchase Price on account thereofBuyer or any of its Subsidiaries, as applicable, including without limitation, consent to the entry into the Lease Assignments. Following the Closing, Sellers and The Buyer shall use, each at its own cost and expense, commercially reasonable effortsshall, and shall cooperate with each othercause its respective Subsidiaries to, use its commercially reasonable efforts to obtain any such required consentconsent necessary for the contribution, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such saleconveyance, assignment, transfer, conveyance delivery or license shall assumption of any such Excluded Asset, Excluded Liability, or any claim, right or benefit to the Company or any of its Subsidiaries, as applicable. If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be paid by Buyer in accordance with Section 5.2(a) ineffective or a violation of this Agreement.Law or would materially and adversely affect the rights or obligations of the Company, the Buyer, or any of their respective Subsidiaries, as applicable, thereto or thereunder22

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute an agreement to assign any interest in any instrument, contract, lease or other agreement or arrangement or any claim, right or benefit, if an assignment without the consent of a salethird party would constitute a breach or violation thereof and would adversely affect Seller’s ability to convey the interest or impair the interest as conveyed to Buyer. Seller shall use best efforts to obtain each of the required consents or waivers of third parties set forth in Section 1.10 of the Seller Disclosure Schedule, assignmentin each case in form and substance reasonably satisfactory to Buyer (the “Required Consents”), transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following within ninety (90) days following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any . If a Required Consent is not obtained within such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after 90-day period following the Closing Date, or if an attempted assignment would be ineffective or would affect Seller’s ability to convey the interest unimpaired, then, at Buyer’s request, Seller shall use best efforts to cooperate with Buyer in any reasonable arrangement, including performance by Seller or Buyer, as the case may be, as agent for the other, in order to cause Buyer to receive the benefits of such interest, including but not limited to all revenue, Receivables and other cash flow under such interest, and to accept the burdens and perform the obligations, under any such instrument, contract, lease or other agreement or arrangement or any such claim, right or benefit all as of the Closing; provided, however, that neither Sellers nor the Parties will continue to use their best efforts after the Closing to obtain the applicable Required Consent. Any transfer or assignment to Buyer by Seller of any interest under any such instrument, contract, lease or other agreement or arrangement or any such claim, right or benefit that requires the consent of a third party shall be required made subject to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution consent or amendment is approval being obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in ARTICLE VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 the Assumed Liabilities and obligations and Seller shall be responsible for the Excluded Liabilities from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement.

Non-Assignable Assets. (a) Notwithstanding anything Anything contained in this Agreement to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closingnotwithstanding, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, an agreement or an attempted sale, assignment, agreement to transfer, conveyance sublease or deliveryassign any contract, thereof; providedlicense, howeverlease, thatcommitment, subject to Sellers’ compliance with this Section 2.5sales order, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval purchase order or waiverother agreement, or any releaseclaim or right of any benefit arising thereunder or resulting therefrom if any such attempted transfer, substitution sublease or amendment required to novate all liabilities and obligations under assignment thereof, without the consent of any and all Assigned Contracts other party thereto, would constitute a breach thereof 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 caseway affect the rights of Purchaser thereunder. Seller shall, Buyer shall be solely responsible for such liabilities between the date hereof and obligations from and the Closing Date and, if requested by Purchaser, after the Closing Date, use commercially reasonable efforts to obtain the consent of any party or parties to any such contracts, licenses (other than licenses of commercially available off-the-shelf software, firmware, or other intellectual property in-licensed or acquired by Seller (or any Affiliate thereof) and used in the ordinary course of the Business), leases, commitments, sales orders, purchase orders or other agreement included in the Purchased Assets to the transfer, sublease or assignment thereof by Seller to Purchaser, in all cases in which such consent is required for transfer, sublease or assignment; provided, however, provided that neither Sellers nor Buyer nothing in this paragraph shall be required construed as requiring Seller to pay make any consideration thereforpayments to such parties not expressly contemplated by the contract, license, lease, commitment sales order, purchase order or other agreement, including without limitation (1) out-of-pocket costs incurred in gathering information and making filings with any governmental authority, (2) fees and penalties charged by any governmental authority, and (3) fees and penalties charged by any other person. Once In the event that any such consent, authorization, approval, waiver, release, substitution or amendment consent is not obtained, Sellers shall selland other than with respect to any contract, assignlicense, transferlease, convey commitment, sales order, purchase order or other agreement with the customers or suppliers of Seller, Seller shall, at the request of Purchaser and to the extent it is reasonably practicable to do so, deliver or enter into such further agreements or instruments as may reasonably be necessary or appropriate to Buyer permit Purchaser to enjoy the relevant Purchased Asset to which such consentbenefits and assume the burdens of the applicable contract, authorizationlicense, approvallease, waivercommitment, releasesales order, substitution purchase order, agreement, claim, or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementright.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in ARTICLE VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall useSeller, each at its own cost and expense, commercially shall use its reasonable efforts, and shall cooperate with each other, best efforts to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Datewaiver as promptly as possible; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once If any such consent, authorization, approval, waiver, release, substitution approval or amendment is obtained, Sellers waiver shall sell, assign, transfer, convey and deliver to Buyer not be obtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the relevant Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller, to which the maximum extent permitted by Law and the Purchased Asset, shall act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer; provided, that Buyer shall undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor hereunder if such consent, authorization, approval, waiver, release, substitution approval or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementwaiver had been obtained.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.08, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver Consent of a Person who is not neither a party to this Agreement or nor an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, Consent or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiverConsent, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiverConsent, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.11.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.51.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Lawlaw, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VI, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or transfer the same 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 and obligations from and after the Closing DateBuyer; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, approval waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, approval waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement5.03.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.10, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to the Buyer of any Purchased Acquired Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement Party or an Affiliate of a party to this Agreement Party (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this the satisfaction or waiver of the conditions contained in Section 2.56, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereofPrice. Following the Closing, Sellers the Seller and Buyer the Stockholders shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, use Commercially Reasonable Efforts to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned 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, the Buyer shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Sellers the Seller nor the Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers the Seller shall sell, assign, transfer, convey and deliver to the Buyer the relevant Purchased Acquired Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by the Buyer and the Seller in accordance with Section 5.2(a) of this Agreement11.14.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.8, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset or Assumed Liability would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to before the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereofthereof at Closing; provided, however, provided that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VIII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the ClosingClosing for a period of one hundred and twenty (120) days, the Asset Sellers and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall reasonably cooperate with each other, other to obtain any such required consent, authorization, approval or waiver, or any releaseso that Buyer shall be entitled to the rights and benefits of, substitution or amendment required to novate all liabilities and obligations 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 the liabilities and obligations arising from or related to such Purchased Asset or Assumed Liability from and after the Closing Date; provided, however, provided that neither the Asset Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution approval or amendment waiver is obtained, the Asset Sellers shall and without further action hereby do sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset and Buyer hereby accepts and assumes any such Assumed Liability to which such consent, authorization, approval, waiver, release, substitution approval or amendment waiver relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement7.10(i).

Non-Assignable Assets. (a) Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closingcontrary, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of the Purchaser, the Companies or any of their respective Subsidiaries, any Business Assets or Assumed Liabilities other than in respect of a saleShared Contract, or any claim, right, benefit or obligation arising thereunder or resulting therefrom (each, a “Non-Assigned Asset”), if an attempted contribution, conveyance, assignment, transfer, conveyance delivery or deliveryassumption thereof, or an attempted saleagreement to do any of the foregoing, without the consent of a third party (including (i) any Governmental Authority and (ii) any landlord under any applicable Real Property Lease (a “Landlord Consent”)), would constitute a breach or other contravention thereof or a violation of Law or would in any way require the payment of fees or additional amounts thereunder or materially and adversely affect the rights of the Companies or any of their respective Subsidiaries (as assignee or transferee of the applicable transferor, or otherwise) thereto or thereunder, unless and until such consent is obtained or such payment requirements are waived. Sellers shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to obtain any consent necessary (including any Landlord Consent with respect to the assignment of any Real Property Lease) for the contribution, conveyance, assignment, transfer, conveyance delivery or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without assumption of any adjustment such Non-Assigned Asset to the Purchase Price on account thereofCompanies or their respective Subsidiaries, as applicable, as promptly as reasonably practicable following the date hereof. Following If, as of the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiverconsent is not obtained, or any releaseif an attempted contribution, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such saleconveyance, assignment, transfer, conveyance delivery or license assumption thereof would be ineffective or a violation of Law or would require the payment of fees or additional amounts thereunder or materially and adversely affect the rights or obligations of the Companies or any of their Subsidiaries, as applicable, thereto or thereunder so the Companies or any of their Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, then, Sellers and the Companies or any of their respective Subsidiaries, as applicable, shall (A) for a period not to exceed twelve (12) months from the Closing Date, use commercially reasonable efforts and cooperate in good faith to obtain such consents or waivers, as applicable, as promptly as practicable and (B) until the earlier of (1) transfer or assignment of such Non-Assigned Asset to the Companies or any of their Subsidiaries, or (2) twelve (12) months after the Closing Date, cooperate in good faith to implement a mutually agreeable arrangement under which the Companies or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Non-Assigned Asset in accordance with this Agreement (in each case solely to the extent any such obligations and economic burdens constitute Assumed Liabilities), including subcontracting, sublicensing or subleasing to the Companies or any of their Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of the Companies or any of their Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Authority) associated with such Non-Assigned Asset, and the applicable transferor would promptly pay to the Companies or their Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Non-Assigned Asset. Any costs and expenses arising out of or related to the transactions described in this Section 2.02(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Sellers and the Companies after the Closing, shall be paid by Buyer in accordance with Section 5.2(a) full by, and be the sole obligation of this Agreementthe Purchaser.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with To the extent that any Purchased Asset and/or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 2.07, Buyer and Seller shall use commercially reasonable efforts to enter into such salearrangements (such as subleasing, assignmentsublicensing or subcontracting) to provide to the parties the economic and, transferto the extent permitted under applicable Law, conveyance or license shall be paid operational equivalent of the transfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing and the performance by Buyer in accordance of its obligations with Section 5.2(a) of this Agreementrespect thereto.

Non-Assignable Assets. (a) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, and subject if any requisite Consent of a Third Party (including a Government Entity) has not been obtained on or prior to the provisions of this Section 2.5, to the extent that the Closing and an attempted direct or indirect sale, assignment, transfer, conveyance lease, sublease or deliveryassignment of such Asset, without such Consent, would constitute a breach, default, violation or attempted sale, assignment, transfer, conveyance other contravention of Law or delivery, to Buyer the rights of any Purchased Asset would result in a violation of applicable Law, such Third Party or would require the consent, authorization, approval or waiver of a Person who is not a be ineffective with respect to any party to a Contract concerning such Asset, then, unless any such Consent is subsequently obtained, this Agreement shall not constitute an agreement to sell, transfer or assign, directly or indirectly, any Asset or any obligation or benefit arising thereunder. For the avoidance of doubt, the Parties acknowledge that, subject to Article VII and Article IX, failure to obtain any such Consent shall not entitle the Purchaser to terminate this Agreement or an Affiliate fail to complete the transactions contemplated hereby or entitle the Purchaser to any adjustment of a party to this Agreement the Purchase Price. In the case of Assets (including any Governmental Authority)i) that cannot be transferred or assigned without the consent of Third Parties, and such consent, authorization, approval or waiver which consent has not been obtained prior to the Closing, this Agreement the Sellers shall, at the Sellers’ sole out-of-pocket cost, reasonably cooperate with the Purchaser in endeavoring to obtain such Consent (but, for the avoidance of doubt, Seller shall not constitute a salebe required pursuant to this clause (i) to pay any fee or other consideration to any Third Party whose consent is required in connection with the transfer of any Assets) and, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5if any such Consent is not obtained, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following Sellers shall, following the Closing, cooperate with the Purchaser in all reasonable respects to enter into an arrangement reasonably acceptable to the Purchaser and the Primary Seller Parties pursuant to which the Purchaser would obtain the benefit of such Asset, Contract or other commitment and assume the obligations and economic burden thereunder (it being understood, without limiting the generality of the foregoing, that in the event that a Consent required for the transfer or assignment of a Transferred Patent or Specified UK Patent is not obtained by the Closing, the Sellers shall, concurrently with the Closing and Buyer to the maximum extent and scope permitted by applicable Law and not prohibited by any Contract (including the licenses listed in Section A.I(b) of the Sellers Disclosure Schedule), grant the Purchaser an irrevocable, worldwide, royalty free, perpetual, exclusive (subject to pre-existing license grants of the type subject to which Assets are assigned pursuant to Section 2.1.1(a)), freely assignable, sublicensable, transferable and fully paid up license under such Patent; or, if the Sellers are not permitted by applicable Law or are prohibited by a Contract from granting such an exclusive license, the Sellers shall usegrant the license to the Purchaser as a non-exclusive license to the maximum extent and scope permitted by applicable Law and not prohibited by any Contract (including the licenses listed in Section A.I(b) of the Sellers Disclosure Schedule); it being further understood that the terms of any such license with respect to the Specified UK Patents is set forth in the form of Closing Date License Agreement attached hereto as Exhibit L), each or (ii) that are otherwise not transferable or assignable, the Sellers shall, following the Closing, reasonably cooperate with the Purchaser to enter into an arrangement pursuant to which the Purchaser would obtain the benefit of such Asset, Contract or other commitment and assume the obligations and economic burden thereunder. The obligation of the Sellers to provide such reasonable cooperation under this Section 2.1.8 shall continue for at its own cost and expense, commercially reasonable efforts, least one (1) year following the Closing Date and shall cooperate with each other, thereafter continue until such time as a Seller shall determine in good faith that the discontinuance of its cooperation is reasonably necessary to obtain any effectuate its winding up and/or dissolution (in which case such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and cooperation obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties this Section 2.1.8 shall terminate only as to such arrangements, so that, in Seller). The Parties acknowledge and agree that the obligations under this Section 2.1.8 shall not affect the right of any case, Buyer shall be solely responsible for such liabilities and obligations from and Seller to wind down pursuant to applicable Law at any time after the date that is one year after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.55.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party Party to this Agreement or an Affiliate of a party Party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall will not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VI, the Closing shall will occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, will use commercially reasonable efforts, and shall will cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release waiver of all parties to such arrangementsparties, so that, in any case, Buyer shall will be solely responsible for such any liabilities and obligations related to such arrangements from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall Party will be required to pay make any consideration thereforpayments, incur any Liability or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such consent, authorization, approval or waiver, other than the incurrence of incidental expenses relating to obtaining any such consent, authorization, approval or waiver, except and only to the extent that Buyer agrees to reimburse and make whole Sellers for any payment or other accommodation made by Sellers at Buyer’s request. Once such consent, authorization, approval, waiver, release, substitution approval or amendment waiver is obtained, Sellers shall will sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution approval or amendment waiver relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall will be paid borne by Buyer Sellers in accordance with Section 5.2(a) of this Agreement5.3(a).

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.08, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.11.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.10, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement Party or an Affiliate of a party to this Agreement Party (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities liabilities, obligations, rights and obligations benefits under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or other assets that constitute Purchased Assets 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 and obligations from and after the Closing Dateand shall have the benefit of all such Purchased Assets after the Closing; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.9.

Non-Assignable Assets. (a) Notwithstanding anything contained in this Agreement to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closingcontrary, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, an agreement or an attempted sale, assignment, agreement to transfer, conveyance sublease or deliveryassign any contract, thereof; providedlicense, howeverlease, thatcommitment, subject to Sellers’ compliance with this Section 2.5sales, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closingpurchase order, Sellers and Buyer shall usefranchise, each at its own cost and expenseconsent, commercially reasonable effortslicense, and shall cooperate with each otherright, to obtain any such required consentpermit, authorization, approval or waiver, any other agreement or any releaseclaim, substitution right or amendment required to novate all liabilities and obligations under benefit arising thereunder or resulting therefrom if any and all Assigned Contracts such attempted transfer, sublease or assignment without the consent of any other liabilities that party thereto would constitute Assumed Liabilities a breach thereof or to obtain in writing the unconditional release of all parties to such arrangements, so that, would in any caseway adversely affect the rights of the Buyer thereunder. The Seller shall, Buyer shall be solely responsible for such liabilities between the date hereof and obligations from and the Closing Date (and, if requested by the Buyer, after the Closing Date), use its best efforts to obtain the consent of any party or parties to any such contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements to the transfer, sublease or assignment thereof by the Seller to the Buyer or its designees hereunder in all cases in which such consent is required. If any such consent is not obtained, or if an attempted assignment would be ineffective or would affect the rights of the Seller thereunder such that the Buyer would not in fact receive all such rights, the Seller shall perform such agreement for the account of the Buyer or otherwise cooperate with the Buyer in any arrangement necessary or desirable to provide for the Buyer or its designees the benefits of any such agreement, including without limitation enforcement for the benefit of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach, termination or cancellation of such agreement by such other party or otherwise; provided, however, provided that neither Sellers nor if the Buyer shall be is required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution fee or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes cost in connection with such sale, assignment, transfer, conveyance or license such fee shall be paid by Buyer in accordance with Section 5.2(a) the Seller or, if paid by the Buyer, the Seller shall reimburse the Buyer. Notwithstanding any of the provisions of this AgreementSection 13.6, nothing herein shall be deemed to waive or excuse any obligation on the part of the Seller, or any condition for the benefit of the Buyer, to obtain any necessary consents of any person or entity to the assignment to the Buyer of any of the Transferred Assets or any contract, license, lease, commitment, order or other agreement required to be assigned hereunder.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.8, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to the Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate any Affiliates of a such party to this Agreement (including any Governmental AuthorityMagnaChip ListCo), and such consent, authorization, approval or waiver has shall not have been obtained prior to before the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article IX (Conditions), the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following Promptly following the Closing, Sellers and Buyer the parties to this Agreement shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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, the Buyer shall be solely responsible for such liabilities and obligations Liabilities from and after the Closing Date; provided, however, that neither Sellers nor Buyer none of the parties to this Agreement shall be required to pay any consideration to a third party therefor; provided, further, however, that the Seller shall be primarily responsible for initiating communication with the applicable counterparties. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers the Seller shall cause the applicable Subsidiary Transferor to, and in the case of MSK, MSK shall, sell, assign, transfer, convey and deliver to the Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. The Seller shall promptly pay to the Buyer when received all monies received by the Seller or any of its Subsidiaries (including the Subsidiary Transferors) under any Purchased Asset or any use claim or Right or any benefit arising thereunder, and the Seller and the Buyer shall continue to cooperate and use all commercially reasonable efforts to obtain such consent and to provide the Buyer with all such rights. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement7.8.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer Purchaser of any Purchased Asset would result in a violation of applicable Lawlaw, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in ARTICLE VIII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer Purchaser shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts agreements or other in connection with any 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 Purchaser shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer Purchaser shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer Purchaser the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary contained in this Agreement, and subject to the provisions of this Section 2.5, to the extent that if the sale, assignment, transfer, transfer or conveyance or delivery, or attempted sale, assignment, transfer, transfer or conveyance or delivery, to Buyer of any Purchased Asset would result Transferred Regulatory Documents or Transferred Contract (Transferred Contracts identified in Exhibit B as relating to the Business and to the business retained by Seller are referred to herein as a violation of applicable Law, “Mixed Contract”) is (i) prohibited by any Applicable Law or (ii) would require the consentany authorizations, authorizationapprovals, approval consents or waiver of waivers from a Person who is not a third party to this Agreement sell, assign, transfer or an Affiliate of a party to this Agreement (including any Governmental Authority), convey such Transferred Regulatory Documents or Transferred Contract and such consentauthorizations, authorizationapprovals, approval consents or waiver has waivers have not been obtained prior to the ClosingClosing Date (each, a “Non-Assignable Asset”), in either case, the Closing shall proceed, but the Closing shall not constitute the sale, assignment, transfer or conveyance of such Non-Assignable Asset, and this Agreement shall not constitute a sale, assignment, transfertransfer or conveyance of such Non-Assignable Asset unless and until such authorization, conveyance approval, consent or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereofwaiver is obtained. Following After the Closing, Sellers the Parties shall continue to use diligent efforts and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, without additional consideration, to obtain any such required consentauthorization, approval, consent or waiver as promptly as practicable. Once authorization, approval or waiverwaiver of or consent for the conveyance, assignment, transfer or delivery of any releasesuch Non-Assignable Asset not sold, substitution assigned, transferred or amendment required to novate all liabilities and obligations 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 and obligations from and after conveyed at the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, transfer or convey and deliver such Non-Assignable Asset to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for at no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementcost to Buyer.

Non-Assignable Assets. Notwithstanding the foregoing, if any of the Assumed Contracts are not assignable or transferable (aeach, a “Non-Assignable Asset”) Notwithstanding anything to without the contrary in consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, this AgreementAgreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and subject Buyer shall not assume Seller’s rights or obligations (including Liabilities) under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Acquired Assets or Assumed Liabilities, including without limitation the Assumed Contracts) unless and until such consent is obtained and, in such event, only with respect to such rights and obligations (including Liabilities) at and after such time as consent is obtained; provided, however, notwithstanding the provisions absence of this Section 2.5an Assignment Consent, to the extent that Buyer is exercising all the salerights and enjoying all the benefits as a result of course of conduct in accordance with such Non-Assignable Asset, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require shall be responsible for the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement associated obligations (including any Governmental Authority), Liabilities) thereunder from and after such consent, authorization, approval or waiver has not been obtained prior time as it began to the Closing, this Agreement exercise such rights and enjoy such benefits pursuant to such Non-Assignable Asset. Seller shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at use its own cost and expense, commercially reasonable efforts, and shall cooperate with each otherthe cooperation of Buyer (where appropriate), to obtain any all such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and Assignment Consents as soon as reasonably practicable after the Closing Date; Date and thereafter assign to Buyer such Non-Assignable Assets, provided, however, that neither Sellers nor Buyer Seller shall not be required to remain secondarily liable to any such third party (except for Liabilities which are not Assumed Liabilities) or to make any payment to obtain any such Assignment Consents with respect to any Non-Assignable Asset. Following any such assignment, such assets shall be deemed Acquired Assets. After the Closing, Seller shall cooperate with Buyer, at Buyer’s expense (provided that Buyer shall not be obligated to pay Seller for Seller’s actions hereunder), in any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is reasonable and lawful arrangement designed to provide Buyer with all of the benefits and obligations of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, Sellers including by establishing arrangements whereby Buyer shall sell, assign, transfer, convey undertake the work necessary to perform Seller’s obligation under the Non-Assignable Assets and deliver to the enforcement by Seller for the benefit of Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementany and all rights of Seller against a third party thereunder.

Non-Assignable Assets. (a) Notwithstanding anything Anything contained in this Agreement to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closingcontrary, this Agreement shall not constitute an agreement or an attempted agreement to transfer or assign any contract, license, lease, commitment, sales order, purchase order or other agreement, or any claim or right of any benefit arising thereunder or resulting therefrom if any such attempted transfer or assignment thereof, without the consent of any other party thereto, would constitute a salebreach thereof or in any way affect the rights of the assignee Party thereunder. Each Party shall, between the date hereof and the Closing Date, use their respective best efforts to obtain the consent of any party or parties to any such contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements to which it is a party to the transfer or assignment thereof by such Party to the other Party hereunder in all cases in which such consent is required for transfer or assignment; provided, transferthat such efforts shall not require the payment of any consideration by the Parties other than as expressly provided for in this Agreement. If after a Party has used its best efforts to obtain the consent of any such other party to such contract, conveyance license, lease, commitment, sales order, purchase order or deliveryother agreement, such consent shall not be obtained at or prior to the Closing, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5assignment thereof at the Closing would be ineffective and would affect the rights of the assignee Party thereunder, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall Parties will cooperate with each other, other in any reasonable arrangement designed to obtain provide for the assignee Party the benefits under any such required consentcontract, authorizationlicense, approval lease, commitment, sales order, purchase order or waiverother agreement, or any releaseincluding the enforcement, substitution or amendment required to novate all liabilities at the cost and obligations under for the benefit of the assignee Party, of any and all Assigned Contracts rights of the transferring Party against such other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. The foregoing shall not limit, waive or otherwise affect each Party's right to not close the transactions contemplated by this Agreement to the extent the receipt of any consent to the transfer or assignment of any contract, license, lease, commitment, sales order, purchase order or other liabilities that constitute Assumed Liabilities or agreement is a condition to obtain in writing the unconditional release obligation of all parties such Party to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementclose hereunder.

Non-Assignable Assets. (a) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, and subject if any requisite Consent of a Third Party (including a Government Entity) has not been obtained on or prior to the provisions of this Section 2.5, to the extent that the Closing and an attempted direct or indirect sale, assignment, transfer, conveyance lease, sublease or deliveryassignment of such Asset, without such Consent, would constitute a breach, default, violation or attempted sale, assignment, transfer, conveyance other contravention of Law or delivery, to Buyer the rights of any Purchased Asset would result in a violation of applicable Law, such Third Party or would require the consent, authorization, approval or waiver of a Person who is not a be ineffective with respect to any party to a Contract concerning such Asset, then, unless any such Consent is subsequently obtained, this Agreement shall not constitute an agreement to sell, transfer or assign, directly or indirectly, any Asset or any obligation or benefit arising thereunder. For the avoidance of doubt, the Parties acknowledge that, subject to Article VII and Article IX, failure to obtain any such Consent shall not entitle the Purchaser to terminate this Agreement or an Affiliate fail to complete the transactions contemplated hereby or entitle the Purchaser to any adjustment of a party to this Agreement the Purchase Price. In the case of Assets (including any Governmental Authority)i) that cannot be transferred or assigned without the consent of Third Parties, and such consent, authorization, approval or waiver which consent has not been obtained prior to the Closing, this Agreement the Sellers shall, at the Sellers’ sole out-of-pocket cost, reasonably cooperate with the Purchaser in endeavoring to obtain such Consent (but, for the avoidance of doubt, Seller shall not constitute a salebe required pursuant to this clause (i) to pay any fee or other consideration to any Third Party whose consent is required in connection with the transfer of any Assets) and, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5if any such Consent is not obtained, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following Sellers shall, following the Closing, cooperate with the Purchaser in all reasonable respects to enter into an arrangement reasonably acceptable to the Purchaser and the Primary Seller Parties pursuant to which the Purchaser would obtain the benefit of such Asset, Contract or other commitment and assume the obligations and economic burden thereunder (it being understood, without limiting the generality of the foregoing, that in the event that a Consent required for the transfer or assignment of a Transferred Patent or Specified UK Patent is not obtained by the Closing, the Sellers shall, concurrently with the Closing and Buyer to the maximum extent and scope permitted by applicable Law and not prohibited by any Contract (including the licenses listed in Section A.I(b) of the Sellers Disclosure Schedule), grant the Purchaser an irrevocable, worldwide, royalty free, perpetual, exclusive (subject to pre-existing license grants of the type subject to which Assets are assigned pursuant to Section 2.1.1(a)), freely assignable, sublicensable, transferable and fully paid up license under such Patent; or, if the Sellers are not permitted by applicable Law or are prohibited by a Contract from granting such an exclusive license, the Sellers shall usegrant the license to the Purchaser as a non-exclusive license to the maximum extent and scope permitted by applicable Law and not prohibited by any Contract (including the licenses listed in Section A.I(b) of the Sellers Disclosure Schedule); it being further understood that the terms of any such license with respect to the Specified UK Patents is set forth in the form of Closing Date License Agreement attached hereto as Exhibit NL), each or (ii) that are otherwise not transferable or assignable, the Sellers shall, following the Closing, reasonably cooperate with the Purchaser to enter into an arrangement pursuant to which the Purchaser would obtain the benefit of such Asset, Contract or other commitment and assume the obligations and economic burden thereunder. The obligation of the Sellers to provide such reasonable cooperation under this Section 2.1.8 shall continue for at its own cost and expense, commercially reasonable efforts, least one (1) year following the Closing Date and shall cooperate with each other, thereafter continue until such time as a Seller shall determine in good faith that the discontinuance of its cooperation is reasonably necessary to obtain any effectuate its winding up and/or dissolution (in which case such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and cooperation obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties this Section 2.1.8 shall terminate only as to such arrangements, so that, in Seller). The Parties acknowledge and agree that the obligations under this Section 2.1.8 shall not affect the right of any case, Buyer shall be solely responsible for such liabilities and obligations from and Seller to wind down pursuant to applicable Law at any time after the date that is one year after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person would be ineffective or would constitute a breach of Contract or a material violation of any Legal Requirement or would in any other way materially and subject adversely affect the rights of the Seller (or Buyer as transferee or assignee), and such consent or approval is not obtained at or prior to the provisions Closing. In such case, for a period of this Section 2.5180 days following Closing (the “Transition Period”), to the extent that possible, (a) the salebeneficial interest in or to such Contracts, assignmentproperties, transferrights or assets (collectively, conveyance the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement; and (b) pending such consent or deliveryapproval, Buyer shall discharge the obligations of the Seller under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for the Seller, and the Seller Parties shall act as Buyer’s agent in the receipt of any benefits, rights or attempted saleinterest received from the Beneficial Rights. During the Transition Period, assignmentSeller Parties and the Buyer shall each use commercially reasonable efforts to secure, transferas promptly as practicable, conveyance or deliveryany consents, approvals, waivers and authorizations required in connection with the transactions contemplated by this Agreement, including, without limitation, all Required Consents and other consents, to the extent such consents, approvals, waivers and authorizations were not obtained and delivered to Buyer of any Purchased Asset would result in a violation of applicable Law, at or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing. During the Transition Period, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and Seller Parties shall cooperate with each otherBuyer in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, to obtain any such required consentproperties, authorizationrights and assets, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under including enforcement for the account of Buyer of any and all Assigned Contracts rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liability under such Contracts, properties, rights or assets, to the extent such Liability constitutes an Assumed Liability. If and to the extent that by the end of the Transition Period an arrangement acceptable to Buyer with respect to Beneficial Rights cannot be made, or the requisite consents, approvals, waivers or authorizations are not obtained, then Buyer shall have no obligation with respect to any such Contract, property, right or other liabilities that constitute asset, and such Contract, property, right or other asset shall not be deemed to be an Asset and any related Liability shall not be deemed an Assumed Liabilities Liability, and, notwithstanding any contrary provision of this Agreement or any Related Agreement, Seller Parties shall have no further obligation to obtain in writing the unconditional release of all parties use commercially reasonable efforts to secure such arrangementsconsents, so thatapprovals, in any case, Buyer shall be solely responsible for such liabilities and obligations from and waivers or authorizations after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer end of the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this AgreementTransition Period.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.09, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party Party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in ARTICLE VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall useSeller shall, each at its own cost and Seller’s expense, use commercially reasonable efforts, and shall cooperate with each otherBuyer, to obtain any such required consent, authorization, approval or waiver, or any release, novation, substitution or amendment required for the assignment to novate all liabilities and obligations under any and all Buyer of the Assigned Contracts or other liabilities that constitute with respect to the assumption by Buyer of the 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 and obligations from and after the Closing DateLiabilities; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefortherefor unless so agreed by the Parties or provided in the applicable Contract. Once such consent, authorization, approval, waiver, release, substitution substitution, novation, or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution substitution, novation, or amendment relates for no additional consideration. Applicable Transfer sales, transfer, and other similar Taxes in connection with such sale, assignment, transfer, conveyance conveyance, or license shall be paid by Buyer and Seller in accordance with Section 5.2(a) of this Agreement6.06.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute an agreement to assign any interest in any instrument, contract, lease or other agreement or arrangement or any claim, right or benefit, if an assignment without the consent of a salethird party would constitute a breach or violation thereof and would adversely affect Seller’s ability to convey the interest or impair the interest as conveyed to Buyer. Seller shall use best efforts to obtain each of the required consents or waivers of third parties set forth in Section 1.11 of the Seller Disclosure Schedule, assignmentin each case in form and substance reasonably satisfactory to Buyer (the “Required Consents”), transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following within ninety (90) days following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any . If a Required Consent is not obtained within such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after 90-day period following the Closing Date, or if an attempted assignment would be ineffective or would affect Seller’s ability to convey the interest unimpaired, then, at Xxxxx’s request, Seller shall use best efforts to cooperate with Buyer in any reasonable arrangement, including performance by Seller or Buyer, as the case may be, as agent for the other, in order to cause Buyer to receive the benefits of such interest, including but not limited to all revenue, Receivables and other cash flow under such interest, and to accept the burdens and perform the obligations, under any such instrument, contract, lease or other agreement or arrangement or any such claim, right or benefit all as of the Closing; provided, however, that neither Sellers nor the Parties will continue to use their best efforts after the Closing to obtain the applicable Required Consent. Any transfer or assignment to Buyer by Seller of any interest under any such instrument, contract, lease or other agreement or arrangement or any such claim, right or benefit that requires the consent of a third party shall be required made subject to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution consent or amendment is approval being obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable LawLaw (with the exception of federal laws relating to marijuana as a controlled substance), or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including excluding any Governmental State or Denver Licensing Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each otherother understanding that time is of the essence, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.10.

Non-Assignable Assets. (a) Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closingcontrary, this Agreement shall not constitute a salean agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, conveyance delivery or deliveryassumption thereof, or an attempted saleagreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, conveyance delivery or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without assumption of any adjustment Business Asset or Assumed Liability to the Purchase Price on account thereof. Following Company and its Subsidiaries and (ii) any consent necessary for the Closingcontribution, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such saleconveyance, assignment, transfer, conveyance delivery or license assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall be paid continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by Buyer the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with Section 5.2(a) of this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, 37 or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset or Assumed Liability would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement (or an Affiliate of a party to this Agreement (Agreement), including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, provided that subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers for a period of at least 12 months, Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, provided that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.11.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.08, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset or Assigned Contract would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a 22 party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to transfer any such Purchased Assets and Assigned Contracts and novate all liabilities and obligations under any and all such 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor; provided further, that in the event that any required third party consent, authorization, approval or wavier for any Purchased Asset or Assigned Contract is not obtained, Seller shall cooperate with Buyer to seek to provide Buyer with the benefits of such underlying Purchased Asset or Assigned Contract at no additional cost to Buyer until the earlier of (i) the date such consent, authorization, approval, waiver, release, substitution or amendment is obtained; (ii) the term of the applicable Assigned Contract expires; or (iii) except as otherwise specified in the Transition Services Agreement, nine (9) months following the Closing, with Buyer being responsible for the performance of any of Seller’s obligations accruing thereunder from and after the Closing. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid borne equally by Seller and Buyer in accordance with Section 5.2(a) of this Agreement.6.07(a). ARTICLE III

Non-Assignable Assets. (a) Section 2.09(a) of the Disclosure Schedules identifies all material Contracts of Seller that are utilized in connection with the Business on a non-exclusive basis which are therefore not included as Purchased Assets. Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.09, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor, unless the agreement being assigned requires payment of a de minimis review fee or similar fee, in which case, Seller shall be responsible for such payment. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.14.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.9, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, each of the Sellers and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither none of the Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.12.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.08, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or Assigned Contract that would require the a material consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party Party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the ClosingClosing despite Seller’s good faith and diligent effort to seek consents to such Contracts prior to Closing (“Non-Assignable Contract”), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities rights and obligations under any and all of the 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 solely have the benefit of and be solely responsible for such liabilities rights and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer Party shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset Assigned Contract to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. From and after the Closing, Seller (on behalf of itself and its Affiliates) appoints Buyer as its attorney-in-fact to act in its name on its behalf, or in the name of the applicable Subsidiary, and on such Subsidiary’s behalf, with regard to each Non-Assignable Contract. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.09.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, delivery thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.01.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.9, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Transferred Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the satisfaction or waiver of the conditions contained in Article VII the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration or incur any unreasonable expense therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Transferred Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this AgreementBuyer.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.09, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has was not been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereofthereof (unless Buyer notifies Seller that any such Purchased Asset should be transferred or assigned notwithstanding the absence of a requisite consent); provided, however, that, subject to Sellers’ compliance with this Section 2.5, that the Closing shall occur is occurring notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities Liabilities and obligations under any and all Assigned Contracts or other liabilities 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 Liabilities and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall Seller shall, to the extent not previously sold, assigned, transferred, conveyed or delivered to Buyer, sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid one-half by Buyer and one-half by Seller in accordance with Section 5.2(a) of this Agreement6.04. NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.06, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Canada Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Canada Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VI, the Canada Closing shall occur notwithstanding the foregoing without any adjustment to the Canada Purchase Price on account thereof. Following the Canada Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable best efforts, and Seller and Buyer shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to transfer or assign such Canada Assets and to novate all liabilities and obligations 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 entitled to the rights and benefits under, and responsible for such liabilities and obligations obligations, from and after the Canada Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Canada Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.09, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including including, without limitation, any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates relates, for no additional consideration, shall automatically assign, transfer, convey and deliver to Buyer. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.12.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.8, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, that the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following For a period of one year after the Closing, Sellers and Buyer shall use, each at its own cost and Seller’s expense, commercially reasonable efforts, and Seller shall cooperate with each other, Buyer to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all material 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 all liabilities and obligations obligations, and shall enjoy the benefit of all rights, arising thereunder, from and after the Closing Date; provided. Notwithstanding the foregoing, howeverBuyer agrees and acknowledges that of the consents listed on Schedule 4.3, that neither Sellers nor Seller shall only be obligated to obtain the Required Consents. Furthermore, as promptly as possible after the Closing, with respect to the Material Contracts set forth on Schedule 2.8 (the “Master Leases”), Buyer and Seller shall be required cooperate to pay take any consideration thereforactions reasonably necessary to effect the transfer of the leases of particular equipment under the Master Lease, while not transferring the Master Lease itself. Once If such consenttransfers are not effected within six months of Closing, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey have no further obligations with respect to the leases of the particular equipment subject to the Master Leases and deliver to Buyer the relevant Purchased Asset to which may terminate such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes leases in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementits discretion.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5II.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in 34ARTICLE VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this AgreementVI.11.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to any Buyer Party of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article 7, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price consideration delivered by the Buyer Parties on account thereof. Following the Closing, Sellers Seller and the Buyer Parties shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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, one or more of the Buyer Parties shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor any Buyer Party shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to the Buyer Party designated by Monaco the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement.

Non-Assignable Assets. (a) Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closingcontrary, this Agreement shall not constitute a salean agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, conveyance delivery or deliveryassumption thereof, or an attempted saleagreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, conveyance delivery or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without assumption of any adjustment Business Asset or Assumed Liability to the Purchase Price on account thereof. Following Company and its Subsidiaries and (ii) any consent necessary for the Closingcontribution, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such saleconveyance, assignment, transfer, conveyance delivery or license assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall be paid continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by Buyer the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with Section 5.2(a) of this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, 36 or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith.

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Transferred Asset, including any Contract, Governmental Authorizations, certificate, approval, authorization or other right, which by its terms or by Applicable Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. Seller shall, and shall cause its IP Affiliates to, (i) use its or their commercially reasonable efforts to obtain at the earliest practicable date all consents, waivers, approvals and notices that are required to effectuate the transactions contemplated by this Agreement (including without limitation in connection with the ROM Code related mask works and ROM code related to the Seller Products, as requested by Purchaser 2) and (ii) use its or their commercially reasonable efforts to take, or cause to be taken, all actions to enable and facilitate Purchaser 2’s efforts to effect the transfer and/or assignment of the ROM Code related mask works and ROM code related to the Seller Products to Purchaser 2, including without limitation Purchaser 2’s efforts to obtain consents in connection therewith. Notwithstanding anything to the contrary in this Agreement, and subject to none of the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance Purchasers or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer their respective Affiliates shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes amounts in connection with obtaining any consent, waiver or approval. To the extent permitted by Applicable Law, in the event consents to the assignment thereof cannot be obtained, such sale, assignment, transfer, conveyance or license Nonassignable Assets shall be paid held, as of and from the Closing Date, by Buyer Seller or the applicable IP Affiliate of Seller in accordance trust for the applicable Purchaser and the covenants and obligations thereunder shall be performed by the applicable Purchaser in Seller’s or such IP Affiliate’s name and all benefits and obligations existing thereunder shall be for such Purchaser’s account. Seller shall take or cause to be taken at Seller’s expense such actions in its name or otherwise as such Purchaser may reasonably request so as to provide such Purchaser with Section 5.2(a) the benefits of this Agreementthe Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable IP Affiliate of Seller shall promptly pay over to such Purchaser all money or other consideration received by it in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its IP Affiliates authorizes each Purchaser, to the extent permitted by Applicable Law and the terms of the Nonassignable Assets, at such Purchaser’s expense, to perform all the obligations and receive all the benefits of Seller or its IP Affiliates under the Nonassignable Assets and appoints each Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable IP Affiliate of Seller and on such IP Affiliate’s behalf with respect thereto.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.51.9, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer Purchaser of any Purchased Acquired Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article II, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer Purchaser shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Assumed 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 Purchaser shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer Purchaser shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer Purchaser the relevant Purchased Acquired Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement7.4.

Non-Assignable Assets. (a) Notwithstanding anything Anything contained in this Agreement to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closingnotwithstanding, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, an agreement or an attempted sale, assignment, agreement to transfer, conveyance sublease or deliveryassign any contract, license, lease, commitment, sales order, purchaser order or other agreement, or any claim or right of any benefit arising thereunder or resulting therefrom if any such attempted transfer, sublease or assignment thereof; provided, howeverwithout the consent of any other party thereto, thatwould constitute a breach thereof or in any way affect the rights of the Purchaser thereunder (the "Non-Assignable Assets"). Each Seller and Stockholder shall, subject to Sellers’ compliance with this Section 2.5, if requested by the Purchaser after the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the ClosingDate, Sellers and Buyer shall use, each at use its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, efforts to obtain any such required consent, authorization, approval or waiver. If any such consent is not obtained, or if any releaseattempted assignment thereof would be ineffective or would affect the rights of any of the Sellers thereunder such that the Purchaser would not in fact receive all such rights, substitution or amendment required to novate all liabilities and obligations 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 and obligations from on and after the Closing Date; provided, however, that neither Sellers nor Buyer each such Non-Assignable Asset shall be required held by the Sellers in trust for the Purchaser, and the Sellers shall perform such agreement for the account of the Purchaser or otherwise cooperate with the Purchaser in any arrangement necessary or desirable to provide for the Purchaser the benefits under any such agreement, including, without limitation, enforcement for the benefit of the Purchaser of any and all rights of any of the Sellers against the other party thereto arising out of the breach, termination or cancellation of such agreement by such other party or otherwise. The Sellers will take or cause to be taken such action in the Sellers' names or otherwise as the Purchaser may reasonably request, at the Purchaser's sole cost and expense, so as to provide the Purchaser with the benefits of the Non-Assignable Assets and to effect collection of money or other consideration to become due and payable under the Non-Assignable Assets and the Sellers shall promptly pay over to the Purchaser all money or other consideration received by any consideration thereforof them or their Affiliates in respect of Non-Assignable Assets. Once As and from the Closing Date, the Sellers authorize the Purchaser, to the extent permitted by applicable law and the terms of the Non- Assignable Assets, at the Purchaser's sole cost and expense, to perform all of the obligations and receive all of the benefits under the Non-Assignable Assets and appoint the Purchaser their attorney-in-fact to act in their names and on their behalf with respect thereto. Notwithstanding the foregoing, this Agreement shall not constitute an agreement by the Sellers to assign or delegate, or by the Purchaser to assume and agree to pay, perform or otherwise discharge, any Non-Assignable Asset if an attempted assignment, delegation or assumption thereof without the consent of a third Person would constitute a breach thereof unless and until such consent, authorization, approval, waiver, release, substitution or amendment consent is obtained. The foregoing shall not limit, Sellers shall sell, assign, waive or otherwise affect the Purchaser's right to not close the transactions contemplated by this Agreement to the extent the receipt of any consent to the transfer, convey and deliver sublease or assignment of any contract, license, lease, commitment, sales order, purchaser order or other agreement is a condition to Buyer the relevant Purchased Asset obligation of the Purchaser to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementclose hereunder.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute an agreement to assign any interest in any instrument, contract, lease or other agreement or arrangement or any claim, right or benefit, if an assignment without the consent of a salethird party would constitute a breach or violation thereof and would adversely affect Seller’s ability to convey the interest or impair the interest as conveyed to Buyer. Seller shall use best efforts to obtain each of the required consents or waivers of third parties set forth in Section 1.10 of the Seller Disclosure Schedule, assignmentin each case in form and substance reasonably satisfactory to Buyer (the “Required Consents”), transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following within ninety (90) days following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any . If a Required Consent is not obtained within such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after 90-day period following the Closing Date, or if an attempted assignment would be ineffective or would affect Seller’s ability to convey the interest unimpaired, then, at Xxxxx’s request, Seller shall use best efforts to cooperate with Buyer in any reasonable arrangement, including performance by Seller or Buyer, as the case may be, as agent for the other, in order to cause Buyer to receive the benefits of such interest, including but not limited to all revenue, Receivables and other cash flow under such interest, and to accept the burdens and perform the obligations, under any such instrument, contract, lease or other agreement or arrangement or any such claim, right or benefit all as of the Closing; provided, however, that neither Sellers nor the Parties will continue to use their best efforts after the Closing to obtain the applicable Required Consent. Any transfer or assignment to Buyer by Seller of any interest under any such instrument, contract, lease or other agreement or arrangement or any such claim, right or benefit that requires the consent of a third party shall be required made subject to pay any consideration thereforsuch consent or approval being obtained. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement1.11.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.9, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer Purchaser of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to before the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, provided that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article 7, Vendor shall hold such Purchased Asset in trust for the Purchaser and the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the ClosingClosing and until June 30, Sellers 2020, Vendor and Buyer Purchaser shall use, each at its own cost and expense, use commercially reasonable best efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 Purchaser shall be solely responsible for such liabilities and obligations from and after the Closing DateTime; provided, however, provided that neither Sellers Vendor nor Buyer Purchaser shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Vendor shall sell, absolutely assign, transfer, convey and deliver to Buyer Purchaser the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes imposed in connection with respect of such sale, assignment, transfer, conveyance or license licence shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement2.8(a).

Non-Assignable Assets. (a) Notwithstanding anything to the contrary contained in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or any other agreement to the contrary, nothing in this Agreement or any other agreement shall be construed as an Affiliate attempt by Seller or its Affiliates to transfer or assign to Buyer or its Affiliates any asset, if by its terms such asset is not transferable or assignable without the Consent of another party or parties unless such Consent shall have been given. If the transfer or assignment of such asset by Seller or its Affiliates to Buyer or its Affiliates requires the Consent of a third party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has third-party Consent is not been obtained prior to the Closing, this Agreement the parties shall not constitute a saleproceed with the Closing, assignmentthe parties shall use commercially reasonable efforts to obtain such third-party Consent after the Closing and, transferuntil such time as it shall have been obtained, conveyance the parties shall cooperate to provide that Buyer and/or its Affiliate shall receive the benefits under such asset which and when it would be entitled if such third-party Consent had been obtained at or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereofprior to the Closing; provided, howeverthat (a) Seller will promptly pay to Buyer when received all monies received by Seller or any Affiliate under any such Purchased Asset or any claim or right or any benefit arising thereunder and (b) Buyer shall, thatand shall cause its Affiliates to, subject pay, satisfy and perform the corresponding Liabilities relating to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment such asset to the Purchase Price on account thereof. Following extent that and at the time when Buyer and/or its Affiliates would have been responsible therefor if such third- party Consent had been obtained, and such asset assigned to Buyer or its Affiliate at the Closing, Sellers and Buyer such Liabilities shall usebe deemed Assumed Liabilities for purposes of this Agreement. Once such third-party Consent is obtained, each at its own cost and expense, commercially reasonable effortsSeller shall, and shall cooperate with each othercause its Affiliates to, transfer and assign to Buyer or its Affiliate, and Buyer shall, and shall cause its Affiliates to, accept and assume from Seller or its Affiliate, as applicable, such asset at no additional cost. Except as set expressly forth in this Section 5.6, Buyer acknowledges and agrees that Seller and its Affiliates shall not have any Liability whatsoever (including any Liability under Article 6) to Buyer or any of its Affiliates arising out of or relating to the failure to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementthird-party Consent.

Non-Assignable Assets. (a) Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closingcontrary, this Agreement shall not constitute a salean agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of the Company, the Buyer, or any of their respective Affiliates, any Transferred Assets or Assumed Liabilities, if an attempted contribution, conveyance, assignment, transfer, conveyance delivery or deliveryassumption thereof, as applicable, without the consent of a third party (including any Governmental Entity), would constitute a breach or other contravention thereof or a violation of applicable Law or, in the case of a Transferred Contract, entitle a third party to cancel such Transferred Contract, and such consent shall not have been obtained prior to the Closing (any such Transferred Asset and related claim, right, or an attempted salebenefit are referred to herein as “Non-Assignable Assets,” and any such Assumed Liability and related claim or obligation are referred to herein as “Non-Assumable Liabilities”), unless and until (i) such consents shall have been obtained or (ii) the Buyer or a Buyer Designee notifies the Company that any such Transferred Asset should be transferred or assigned hereunder notwithstanding the absence of a requisite third party consent, in which event such Transferred Asset shall not be a Non-Assignable Asset for purposes of this Agreement and shall instead be transferred and assigned hereunder notwithstanding the absence of such third party consent (in which event, for the avoidance of doubt, the Company shall not have any liability related to the fact such Transferred Asset is being transferred without such consent). The Company shall, and shall cause its Affiliates to, use their respective reasonable best efforts to obtain any consent and deliver any notice necessary for the contribution, conveyance, assignment, transfer, conveyance delivery or deliveryassumption of any Transferred Asset or Assumed Liability, thereofor any claim, right, benefit or obligation arising thereunder or resulting therefrom, to the Buyer or any of its Affiliates, as applicable; provided, however, that, subject if any counterparty to Sellers’ compliance with a Contract conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding this Section 2.5Agreement or any Ancillary Agreement, the Closing payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), no Party shall occur notwithstanding the foregoing without any adjustment be required to make such payments or provide such additional security other than to the Purchase Price on account thereofextent such payment or additional security is expressly contemplated by the terms of such Contract. Following If any requisite consent cannot be or is not for any reason obtained prior to the Closing, Sellers and Buyer shall usethen the Company, each at its own cost and expense, commercially reasonable effortsthe Buyer, and their respective Affiliates shall cooperate with each other, use reasonable best efforts to obtain any such required consent, authorization, approval develop a mutually agreeable arrangement (including by way of amendment or waiveraddition of services to the Transition Services Agreement) under which (x) the Buyer, or any releaseof its Affiliates, substitution as applicable, would, to the extent permitted by applicable Law, obtain the benefits (including contractual rights) and assume the obligations, as applicable, associated with such Transferred Assets or amendment required Assumed Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to novate all liabilities the Company, the Buyer, or any of their respective Affiliates, as applicable, (y) the Non-Assignable Assets will be held by the applicable Seller in trust for the Buyer or a Buyer Designee and the covenants and obligations under thereunder would be performed by the Buyer or a Buyer Designee in the Company’s or another Seller’s name and all benefits and obligations existing thereunder would be for the Buyer’s or the Buyer Designee’s account and the Company hereby appoints the Buyer as its true and lawful attorney-in-fact to act in its name and on its behalf or in the name (with full power of substitution) of the applicable Seller and on such Person’s behalf with respect thereto, and (z) the applicable transferors would enforce for the benefit of the Buyer, or any of its Affiliates, any and all Assigned Contracts of their rights against a third party (including any Governmental Entity) associated with such Transferred Asset or other liabilities that constitute Assumed Liabilities Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to obtain in writing the unconditional release Buyer, or any of its Affiliates when received all parties to monies received by them (net of any applicable Taxes) under any such arrangementsTransferred Asset or Assumed Liability, so thatclaim, in any caseright, Buyer shall be solely responsible for benefit or obligation (such liabilities and obligations from and mutually agreeable arrangement, a “Transition Arrangement”). If after the Closing Date; provided, howevera Non-Assignable Asset becomes assignable (either because consent for the assignment or execution thereof is obtained or otherwise), that neither Sellers nor the Company shall reasonably promptly notify the Buyer shall be required after becoming aware of such fact and cooperate to pay any consideration therefor. Once assign or transfer such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased previously Non-Assignable Asset to which such consent, authorization, approval, waiver, release, substitution the Buyer or amendment relates the applicable Buyer Designee for no additional consideration. Applicable Transfer Taxes Any costs and expenses arising out of or related to the obligations described in connection with such salethis Section 2.2(a), assignmentincluding, transferfor the avoidance of doubt, conveyance in relation to seeking or license obtaining any necessary third party consents before or after the Closing, or any special arrangements between the Company and the Buyer after the Closing, shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementfull by, and be the sole obligation of, the Company.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.08, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the consummation of the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the consummation of the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once If and when such consent, authorization, approval, waiver, release, substitution approval or amendment waiver is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution approval or amendment waiver relates for no additional considerationconsideration and Buyer shall, without payment of any consideration therefor, assume from and after the date of such assignment the obligations thereunder (but only the obligations of Seller thereunder arising exclusively from, and accruing exclusively with respect to, the period after the date of such assignment (other than obligations thereunder arising as a result of the breach thereof at or prior to such assignment) and only to the extent that such obligations would have constituted Assumed Liabilities if such assignment had occurred on the Closing Date). Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.06.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.11, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in ARTICLE VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorizationauthorization or approval (or waiver of such requirement) for the valid sale, approval assignment, transfer, conveyance or waiver, or any release, substitution or amendment required delivery of the Purchased Assets which are subject to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or the provisions of this Section 2.11 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 and obligations from and after the Closing DateBuyer; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution approval or amendment waiver is obtained, Sellers Seller shall sellbe deemed to have sold, assignassigned, transfertransferred, convey conveyed and deliver delivered to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution approval or amendment waiver relates for no additional considerationconsideration hereunder. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.9.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.54.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset or SpinCo Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this the satisfaction or waiver of the conditions contained in Article IX, if Buyer, at its sole option, waives the condition in Section 2.59.01(c), the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price Merger Consideration on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned SpinCo Contracts or other liabilities that constitute Assumed SpinCo 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 and obligations from and after the Closing DateEffective Time; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor, unless the agreement being assigned requires payment of a de minimis review fee or similar fee, in which case, Seller shall be responsible for such payment. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased SpinCo Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer Seller in accordance with Section 5.2(a) of this Agreement8.15.

Non-Assignable Assets. (a) Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closingcontrary, this Agreement shall not constitute a salean agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, conveyance delivery or deliveryassumption thereof, or an attempted saleagreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, conveyance delivery or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without assumption of any adjustment Business Asset or Assumed Liability to the Purchase Price on account thereof. Following Company and its Subsidiaries and (ii) any consent necessary for the Closingcontribution, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such saleconveyance, assignment, transfer, conveyance delivery or license assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall be paid continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by Buyer the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with Section 5.2(a) of this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.08, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset or Assigned Contract would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to transfer any such Purchased Assets and Assigned Contracts and novate all liabilities and obligations under any and all such 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor; provided further, that in the event that any required third party consent, authorization, approval or wavier for any Purchased Asset or Assigned Contract is not obtained, Seller shall cooperate with Buyer to seek to provide Buyer with the benefits of such underlying Purchased Asset or Assigned Contract at no additional cost to Buyer until the earlier of (i) the date such consent, authorization, approval, waiver, release, substitution or amendment is obtained; (ii) the term of the applicable Assigned Contract expires; or (iii) except as otherwise specified in the Transition Services Agreement, nine (9) months following the Closing, with Buyer being responsible for the performance of any of Seller’s obligations accruing thereunder from and after the Closing. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid borne equally by Seller and Buyer in accordance with Section 5.2(a) of this Agreement6.07(a).

Non-Assignable Assets. To the extent that any of the Assumed Contracts (adefined in Section 1.4) Notwithstanding anything or Permits is not capable of being transferred validly to the contrary Buyer as provided for in Section 1.1 without the consent or waiver of any Person (defined in this Section 1.3) (including without limitation any governmental agency) or if such a transfer or an attempt to effect such a transfer would constitute a breach thereof or a violation of any law, nothing in this Agreement will constitute a transfer or an attempted transfer of such Assumed Contract or Permit (the "Non-Assignable Assets"). For purposes of this Agreement, "Person" shall mean an individual, corporation, partnership, limited liability company, association, trust or other entity or organization. The Selling Parties will use their best efforts to obtain such consent or waiver of each such Person whose consent or waiver is so required. If the Closing occurs and subject the Buyer shall have waived the conditions of Section 9.15 relating to the provisions of this Section 2.5such consent or waiver, then to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval such consent or waiver shall not have been obtained, after the Closing the Selling Parties will (a) use reasonable efforts to obtain such consent or waiver and upon obtaining it will assign and transfer such Assumed Contract or Permit to the Buyer, (b) cooperate with the Buyer by entering into any reasonable arrangement designed to provide to the Buyer the benefit of a such Assumed Contract or Permit (without Selling Parties' incurring any new or additional obligations to any Person who is not a party other than the Buyer) and (c) at the request and expense of the Buyer, enforce for the Buyer's account any rights of the Selling Parties under or arising from any such Assumed Contract or Permit (including without limitation the right to terminate such Assumed Contract or Permit). In any such case, among the parties hereto, (i) the Selling Parties will have no liabilities or obligations hereunder other than as set forth in this Agreement with respect to such Assumed Contract or an Affiliate of a party to this Agreement Permit, (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to ii) the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each other, failure to obtain any such required consent, authorization, approval consent or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties waiver with respect to such arrangementsAssumed Contract or Permit will not be a breach of any obligation of the Selling Parties hereunder, so that, (iii) the Buyer will indemnify the Selling Parties with respect to such Assumed Contract or Permit as provided in Section 11.2 and (iv) the Buyer will have no obligation with respect to any case, Buyer shall be solely responsible for such liabilities and obligations from and after Assumed Contract or Permit except to the Closing Date; provided, however, that neither Sellers nor Buyer shall be required extent provided in the arrangements respecting it referred to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer in the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) fourth sentence of this AgreementSection.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver Consent of a Person who is not a party to this Agreement Party or an Affiliate of a party to this Agreement Party (including any Governmental Authority), and such consent, authorization, approval or waiver Consent has not been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance the satisfaction or waiver of the conditions contained in ARTICLE VII (including the conditions that Seller deliver to Buyer each Assignment and Assumption of Lease, each Landlord Estoppel and each notice required to be given and Consent required to be obtained by Seller in connection with this Section 2.5the execution and delivery of the Transaction Documents and the consummation of the Transactions), the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereofsuch Consent not having been obtained. Following the Closing, Sellers and Buyer the Parties shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consentConsent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and the Assumed Liabilities after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefortherefor other than as expressly provided for under any applicable Contract. After the Closing and until such Consent is obtained, or if any attempted sale, assignment, transfer, conveyance or delivery would be ineffective or would impair Buyer’s rights under the relevant Purchased Asset such that Buyer would not in effect acquire the benefit of all such rights, Seller, to the extent permitted by applicable Law and such Purchased Asset, shall act as Buyer’s agent in order to obtain for Buyer the benefits under such Purchased Asset and cooperate with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer and Buyer, to the extent permitted by applicable Law and such Purchased Asset, shall pay, perform and discharge the Liabilities incurred by Seller in obtaining such benefits. Once such consent, authorization, approval, waiver, release, substitution or amendment Consent is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment Consent relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license delivery shall be paid by equally apportioned between Seller and Buyer in accordance with Section 5.2(a) of this Agreement3.4.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.51.06, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authoritygovernmental authority), and such consent, authorization, approval or waiver has shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5the satisfaction or waiver of the conditions contained in Article VI, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement5.07.

Non-Assignable Assets. (a) Notwithstanding anything contained in this Agreement to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closingcontrary, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, an agreement or an attempted sale, assignment, agreement to transfer, conveyance sublease or deliveryassign any contract, thereof; providedlicense, howeverlease, thatcommitment, subject sales or purchase order or any other agreement or any claim, right or benefit arising thereunder or resulting therefrom if any such attempted transfer, sublease or assignment without the consent of any other party thereto would constitute a breach thereof or would in any way adversely affect the rights of Buyer thereunder. Seller shall, between the date hereof and the Closing Date (and, if requested by Buyer, after the Closing Date), use its commercially reasonable best efforts to Sellers’ compliance obtain the consent of any party or parties to any such contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements to the transfer, sublease or assignment thereof by Seller to Buyer or Buyer's designees hereunder in all cases in which such consent is required. If any such consent is not obtained, or if an attempted assignment would be ineffective or would affect the rights of Seller thereunder such that Buyer would not in fact receive all such rights, Seller shall perform such agreement for the account of Buyer or otherwise cooperate with Buyer in any arrangement necessary or desirable to provide for Buyer or its designees the benefits of any such agreement, including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against the other party thereto arising out of the breach, termination or cancellation of such agreement by such other party or otherwise. Notwithstanding any of the provisions of this Section 2.58.14 nothing herein shall be deemed to waive or excuse any obligation on the part of Seller, or any condition for the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable efforts, and shall cooperate with each otherbenefit of Buyer, to obtain any such required consent, authorization, approval necessary consents of any person or waiver, entity to the assignment to Buyer of any of the Assets or any releasecontract, substitution license, lease, commitment, order or amendment other agreement required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementassigned hereunder.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result nothing in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or the consummation of the Transactions shall be construed as an Affiliate attempt or agreement to assign any Acquired Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable without the consent of a party Third Party or a Governmental Authority or is terminable or cancelable by a Third Party or a Governmental Authority in the event of an assignment (any such Acquired Asset, a “Non-assignable Asset”) unless and until such consent shall have been obtained. The AZ Parties shall use all commercially reasonable efforts to this Agreement (including obtain any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior consents with respect to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expense, commercially reasonable effortsAcquired Assets promptly, and shall cooperate with each other, as reasonably requested by Spinco in any efforts made by Spinco to obtain any such required consent. To the extent permitted by applicable Law, authorizationin the event such consent to the assignment thereof cannot be obtained, approval or waiverat Spinco’s request, or any releasesuch Non-assignable Asset shall be held, substitution or amendment required to novate all liabilities as of and from the Closing Date, by the applicable AZ Party in trust for Spinco and the covenants and obligations under any Non-assignable Asset that is a Contract, Permit, certificate, approval or authorization shall be performed by Spinco in the applicable AZ Party’s name and all Assigned Contracts benefits and Liabilities existing thereunder after Closing shall be for Spinco’s account. The AZ Parties shall take or cause to be taken, at Spinco’s expense, such reasonably necessary actions in its name or otherwise as Spinco may reasonably request so as to provide Spinco with the benefits of any Non-assignable Assets and to effect collection of money or other liabilities consideration that constitute Assumed Liabilities becomes due and payable under Non-assignable Assets, and the AZ Parties or their applicable Affiliate shall promptly pay over to obtain Spinco all money or other consideration received by it in writing the unconditional release respect of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this AgreementNon-assignable Assets.

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.52.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, that the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers Seller and Buyer shall use, each at its own cost and expense, use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations 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 and obligations from and after the Closing Date; provided, however, that neither Sellers Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreement6.11.

Non-Assignable Assets. (a) Notwithstanding anything In those cases where any of the Purchased Assets are not by their terms assignable or which require the consent of a third party in connection with the transactions contemplated by this Agreement, Seller shall, prior to and after the applicable Closing Date, use its reasonable best efforts, and Buyer shall cooperate in all reasonable respects with Seller, to obtain all consents and waivers and to resolve all impracticalities of assignments and transfers necessary to convey any such Owned Assets to Buyer or give Buyer the right to any Leased Assets or Licensed Assets pursuant to the terms of any such leases or licenses covering the Leased Assets or the Licensed Assets, respectively. Anything contained herein to the contrary in notwithstanding, this Agreement, and subject Agreement shall not constitute an agreement to assign any of the provisions of this Section 2.5, to the extent that the sale, assignment, transfer, conveyance or delivery, Purchased Assets if any actual or attempted sale, assignment, transfer, conveyance assignment or delivery, to Buyer transfer thereof without the consent of any Purchased Asset party thereto other than Seller or any of its Affiliates would result in constitute a violation of breach thereof or otherwise not be permitted under applicable Law, increase any obligation of Seller thereunder in any material respect or would require the consent, authorization, create any additional material obligation of Seller thereunder ("Non-Assignable Assets"). If any such consent or approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute a salethen Seller agrees to cooperate with Buyer in any reasonable arrangement, assignmentbut without additional cost or expense to Seller, transferdesigned to provide for Buyer the benefits intended to be assigned to Buyer under the relevant Non-Assignable Asset, conveyance or deliveryincluding enforcement, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, at the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its own cost and expensefor the account of Buyer, commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under of any and all Assigned Contracts rights of Seller against the other party or person thereto arising out of the breach or cancellation thereof by such other liabilities party or otherwise. If and to the extent that constitute Assumed Liabilities or such arrangement cannot be made (as reasonably determined by the parties), then Buyer, upon written notice to obtain in writing the unconditional release of all parties Seller, shall have no obligation with respect to any Contract underlying such arrangements, so that, in Non-Assignable Asset and any case, Buyer such Contract shall not be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Sellers nor Buyer shall deemed to be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 5.2(a) of this Agreementassigned hereunder.