Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. Notwithstanding the foregoing, if any of the Acquired Assets are not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are not obtained by Seller on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing Date, without limiting Seller’s obligations under Section 5, Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed to provide Buyer with all of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder.

Non-Assignable Assets. Notwithstanding To the foregoing, if extent that Merck Serono’s rights under any of the Acquired Assets are Transferred Asset may not assignable be conveyed or transferable (each, a “Non-Assignable Asset”) assigned without the approval, consent of, or waiver byof another Third Party and such approval, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof consent or applicable Legal Requirements, and any of such Assignment Consents are waiver has not been obtained by Seller on or prior to the Closing DateTransfer Time, this Agreement and the related instruments of transfer shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful. If any such approval, consent or waiver shall not have been obtained prior to the Transfer Time, Merck Serono shall, and shall cause its Affiliates to use its commercially reasonable efforts to assist and cooperate with BioMarin to obtain all necessary approvals, consents and waivers to the assignment and transfer thereof. Until any such approval, consent or waiver is obtained and the related Purchased Asset is transferred and assigned to BioMarin or BioMarin’s designee, Merck Serono shall, and shall cause its Affiliates to, use their commercially reasonable efforts to provide to BioMarin substantially comparable benefits thereof and enforce, at the request of and for the account of BioMarin, any rights of Merck Serono arising under any such Transferred Asset against any Third Party. To the extent that BioMarin is provided with benefits of any such Transferred Asset, BioMarin shall perform the obligations of Merck Serono associated with the benefits received by BioMarin thereunder to the extent that such obligations would constitute an Assumed Liability. Once any such approval, consent or waiver for the conveyance or [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. assignment of any such non-assignable asset is obtained, Merck Serono shall, and shall cause its Affiliates to, convey, assign, transfer and deliver such non-assignable asset to BioMarin at no additional cost to BioMarin. For any Transferred Assets which are Assigned Contracts, the transfer of such Non-Assignable Assets, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing Date, without limiting Seller’s obligations under Section 5, Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer such Non-Assignable Assets. Following any such assignment, such assets Assigned Contracts shall be deemed Acquired Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed to provide Buyer with all of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including governed by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunderSection 4.07.

Non-Assignable Assets. (a) Notwithstanding the foregoing, if any of the Acquired Business Contracts or other Purchased Assets are not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are not obtained by Seller on or prior to the Closing Date, Purchaser may elect to either (i) have Seller (or the applicable Seller Affiliate) permanently retain the Non-Assignable Asset and all Liabilities relating thereto at the Closing; or (ii) have Seller (and have Members cause Seller or the applicable Seller Affiliate to) continue its efforts to obtain the Assignment Consents after Closing, and, in either case, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer Purchaser shall not assume Seller’s the rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets)) until such Assignment Consent shall have been obtained. If there are Assignment Consents that are not obtained by Seller by the Closing DatePurchaser elects item (ii) above, without limiting the Members’ and Seller’s obligations under Section 56.9, Seller shall (and Members shall cause Seller or the applicable Seller Affiliate to) use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer Purchaser such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Purchased Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the Closing, Seller This Section 1.5(a) shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed all times remain subject to provide Buyer with all of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunderArticle 9.

Non-Assignable Assets. (a) Notwithstanding the foregoingprovisions set forth in Section 6.1 hereof, if any of the Acquired Maxygen Contracts or other Contributed Assets are not assignable or transferable as set forth under the Asset Contribution Agreement or if any of the Licensed Intellectual Property (as defined in the Asset Contribution Agreement) is not licenseable as set forth under the Technology License Agreement (each, a “Non-Assignable Asset”) to CPC without the consent of, or waiver by, a third party Third Party (each, an “Assignment Consent”), either as a result of the provisions thereof or thereof, applicable Legal RequirementsRequirements or otherwise, and any of such Assignment Consents are not obtained by Seller Maxygen on or prior to the Closing Date, Bio may elect by written notice to either (i) have Maxygen permanently retain the Non-Assignable Asset and all Liabilities relating thereto at the Closing; or (ii) have Maxygen continue its efforts to obtain the Assignment Consents after Closing. In case Bio elects (i) above, then this Agreement and the related instruments of transfer shall not constitute an assignment or transfer or license, as the case may be, of such Non-Assignable Assets, and Buyer CPC shall not assume SellerMaxygen’s rights or obligations under such Non-Assignable Asset or assume the rights or obligations under the Technology License Agreement with respect to such Non-Assignable Asset, as the case may be, and such Non-Assignable Asset shall become an Excluded Asset, as defined in the Asset Contribution Agreement (and such Non-Assignable Asset shall not be included in the Purchased AssetsMaxygen Contracts or other Contributed Assets or Licensed Intellectual Property, as the case may be). If there are Assignment Consents that are not obtained by Seller by the Closing DateBio elects item (ii) above, without limiting SellerMaxygen’s obligations under Section 56.1, Seller Maxygen shall use its commercially reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter thereby assign and transfer (or license, as the case may be) to Buyer CPC such Non-Assignable Assets. Following any such assignmentAssignment Consents, such assets shall be deemed Acquired Maxygen Contracts or other Contributed Assets and or Enabling Intellectual Property or Licensed Intellectual Property, as the Liabilities thereunder shall be deemed Buyer Assumed Liabilities case may be, for purposes of this Agreement. After Agreement (provided that, prior to any such Assignment Consent, CPC shall not assume any of Maxygen’s obligations under the Closing, Seller shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed to provide Buyer with all of the benefits of the corresponding Non-Assignable Assets Asset or assume the rights or obligations under the Technology License Agreement with respect to the corresponding Non-Assignable Asset, as if the appropriate case may be, unless and until such Assignment Consents had been Consent is obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder).

Non-Assignable Assets. Notwithstanding (a) Nothing in this Agreement nor the foregoing, if any consummation of the Acquired Assets are not transactions contemplated hereby shall be construed as an attempt or agreement to assign any Contract, asset, property or right, including any certificate, approval, authorization or other right, which by its terms or under applicable Legal Requirements is non-assignable without the consent of a third party or transferable a Governmental Authority or is cancelable by a third party in the event of an assignment (each, each a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, unless and any of until such Assignment Consents are not obtained by Seller on or prior to the Closing Date, this Agreement and the related instruments of transfer consent shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets)have been obtained. If there are Assignment Consents that are not obtained by Seller by the Closing Date, without limiting Seller’s obligations under Section 5, Seller shall use its reasonable best efforts to obtain such consents prior to the Closing; provided, however, Seller shall not be required to pay any fee or make any payment to any third party that is not paid or reimbursed by Purchaser upon Seller’s request in order to obtain any such consent, and Purchaser understands and agrees that the procurement of any such consent is not a condition to Purchaser’s obligation to effect the Closing. Purchaser and Seller shall use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to novate all obligations under any and all Seller Contracts or other obligations or liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its affiliates so that, in any such Assignment Consents case, Purchaser and its affiliates shall, effective as soon as reasonably practicable after of the Closing Date Closing, be solely responsible for the liabilities and thereafter assign obligations underlying the Assumed Liabilities. To the extent permitted by applicable Legal Requirements, in the event that written consents to Buyer the assignment thereof cannot be obtained prior to the Closing, such Non-Assignable Assets. Following any such assignment, such assets Assets shall be deemed Acquired Assets held, as of and from the Closing Date, by Seller in trust for Purchaser and the Liabilities covenants and obligations thereunder shall be deemed Buyer Assumed Liabilities performed by Purchaser in Seller’s name and all benefits and obligations existing thereunder shall be for purposes of this AgreementPurchaser’s account. After the Closing, Seller shall cooperate with Buyer, take or cause to be taken at SellerPurchaser’s expense, expense such actions in any reasonable arrangement designed its name or otherwise as Purchaser may reasonably request so as to provide Buyer Purchaser with all of the benefits of the Non-Assignable Assets as if and to effect collection of money or other consideration that becomes due and payable under the appropriate Assignment Consents had been Non-Assignable Assets, and Seller shall 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 Closing Date, Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Legal Requirements and the terms of the Non-Assignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, unless and until any written consent or approval with respect to any Non-Assignable Asset is obtained, including by granting subleasessuch Non-Assignable Asset shall not constitute a Purchased Asset and any associated Liability shall not constitute an Assumed Liability for any purpose under this Agreement, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer failure of any and all rights such written consent or approval to be obtained or the failure of any such Non-Assignable Asset to constitute a Purchased Asset or any circumstances resulting therefrom shall not constitute a Material Adverse Effect on the Business or a breach by Seller against a third party thereunderof any representation, warranty, covenant or agreement contained in this Agreement.

Non-Assignable Assets. (i) Notwithstanding the foregoing, if any of the Acquired Sellers Contracts or other Purchased Assets are not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal RequirementsLaws, and any of such Assignment Consents are not obtained by Seller Sellers on or prior to the Closing Date, the Purchaser may elect to either (i) have Sellers permanently retain the Non-Assignable Asset and all Liabilities relating thereto at the Closing; or (ii) have Sellers continue its efforts to obtain the Assignment Consents after Closing, and, in either case, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer the Purchasers shall not assume Seller’s Sellers’ rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing DatePurchasers elects item (ii) above, without limiting Seller’s Sellers’ obligations under Section 56.2, Seller Sellers shall use its reasonable their best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer the Purchasers such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Purchased Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the Closing, Seller This Section 2.1(e) shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed all times remain subject to provide Buyer with all of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunderARTICLE VII.

Non-Assignable Assets. Notwithstanding anything contained herein to the foregoingcontrary, if this Agreement shall not require the assignment or sublicense of any of the Acquired Contracts or Permits where such assignment would constitute a breach thereof but which would otherwise be included in the Purchased Assets are not assignable or transferable (each, a the “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment ConsentAssets”). Each Telos Seller shall, either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are not obtained by Seller on or prior to and after the Closing Date, this Agreement use its reasonable best efforts, and Buyer shall cooperate in all reasonable respects with such Telos Seller, to obtain all consents and waivers necessary to convey and assign (or sublicense, in the related instruments case of transfer Contracts consisting of licenses) any Non-Assignable Assets to the Buyer; provided, however, that neither any Telos Seller nor Buyer shall not constitute an assignment or transfer of be required to make any material payments to any third parties to obtain any such consents. If any such Non-Assignable Assets, and Buyer shall Assets are not assume Seller’s rights able to be assigned or obligations under such transferred (whether because a consent in respect of any Non-Assignable Asset Assets could not be obtained or otherwise), (and i) the relevant Telos Seller holding such Non-Assignable Asset shall not be included use its commercially reasonable efforts (without the expenditure, in the Purchased Assets). If there are Assignment Consents that are not obtained aggregate, of material personnel resources or any out-of-pocket payments to third parties) to provide or cause to be provided to Buyer, to the extent permitted by Seller by Applicable Law, the Closing Date, without limiting Seller’s obligations under Section 5, Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer benefits of any such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Assets Asset and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, Buyer in any reasonable arrangement designed to provide Buyer with all of the material benefits of the intended to be assigned under such Non-Assignable Assets as if the appropriate Assignment Consents had been obtainedAsset, including by granting subleases, establishing arrangements whereby Buyer shall undertake enforcement at the work necessary to perform under Seller’s Contracts cost and the enforcement for the benefit account of Buyer of any and all rights of such Telos Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; (ii) each Telos Seller shall (to the extent Buyer has undertaken and performed the responsibilities thereunder) promptly pay or cause to be paid to Buyer all monies received by such Telos Seller with respect to any such Non-Assignable Asset; and (iii) (to the extent that Buyer has been provided the benefit of such Non-Assignable Asset) the Buyer shall perform and discharge on behalf of the applicable Telos Seller, and defend and indemnify such Telos Seller against, and hold harmless such Telos Seller from, all of such Telos Seller’s Liabilities, if any, with respect to such Non-Assignable Asset subject to and in accordance with the provisions thereof. Except as set forth in Article 9, the failure by any Telos Seller to assign at Closing any Contract or Permit shall not relieve any of the parties hereto from its respective obligations to consummate the transactions contemplated by this Agreement; provided however that any Non-Assignable Assets that are not assigned to Buyer within a third party thereunderreasonable period of time after the Closing and with respect to which the material benefits of such Non-Assignable Asset have not been provided to Buyer shall be deemed Excluded Assets and all Liabilities relating to or arising in connection with such Excluded Assets shall be deemed Excluded Liabilities (except to the extent that such Liability constitutes an Assumed Liability that has previously been taken into account in the working capital adjustment contemplated by Section 2.8 hereof, in which event such Liability shall remain an Assumed Liability to be discharged by Buyer).

Non-Assignable Assets. Notwithstanding the foregoing, if any of the Acquired Seller Contracts or other Purchased Assets are not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are not obtained by Seller on or prior to the Closing Date, Purchaser may elect, with respect to each Non-Assignable Asset, to either (i) require Seller to assign such Non-Assignable Asset to Purchaser at the Closing notwithstanding the failure to obtain the applicable Assignment Consent; or (ii) require Seller to not assign such Non-Assignable Asset at the Closing, in which case Purchaser shall take all actions necessary to perform the obligations under such Non-Assignable Assets and Seller shall cooperate with Purchaser in any reasonable arrangement designed to provide Purchaser with all of the benefits of such Non-Assignable Asset as if an appropriate Assignment Consent had been obtained, including, without limitation, by granting sublicenses and establishing other similar arrangements. If clause (ii) of the foregoing sentence is elected by Purchaser, Seller shall use its best efforts to obtain the Assignment Consent as soon as reasonably practicable following the Closing. In such case, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable AssetsAssets until the requisite Assignment Consent is provided or until Purchaser otherwise elects, and Buyer shall not assume Seller’s rights or obligations under by notice in writing, to require Seller to assign such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in without the Purchased Assets). If there are requisite Assignment Consents that are not obtained by Seller by the Closing DateConsent, without limiting Seller’s obligations under Section 5, Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer such Non-Assignable Assets. Following any such assignment, at which time such assets shall be deemed Acquired Purchased Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this AgreementAgreement without any further action by Seller. After This Section 1.6 shall at all times remain subject to ARTICLE 11. Notwithstanding the Closingforegoing, Seller shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed to provide Buyer with all of the benefits of the if Purchaser performs under a Non-Assignable Assets as if Asset, Adjusted Gross Profit from such performance by Purchaser shall be included in the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake Adjusted Gross Profit subject to the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunderEarn-Out Payment.

Non-Assignable Assets. (a) Notwithstanding anything to the foregoingcontrary in this Agreement, if any of the Acquired Purchased Assets are not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are not obtained by Seller on or prior to the Closing Date, Buyer may elect to either (i) have Seller permanently retain the Non-Assignable Asset or (ii) have Seller continue its efforts to obtain the Assignment Consents after Closing, and, in either case, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing Date, without limiting Seller’s obligations under Section 5Buyer elects item (ii) above, Seller shall use its commercially reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Purchased Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. 2 (b) After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, Buyer in any reasonable arrangement designed to provide Buyer with all of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases, subleases and establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder.Contracts. 1.5

Non-Assignable Assets. Notwithstanding If there are any Contracts (other than any Contracts identified on Section 7.2.4 of Sellers’ Disclosure Schedule) for which Approvals are required by the foregoingterms of such Contract, if any which Approvals to transfer have not been obtained (or otherwise are not in full force and effect) as of the Acquired Assets are not assignable or transferable Closing Date (each, a the “Non-Non Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment ConsentAssets”), either as notwithstanding Section 1.1, neither this Agreement nor any applicable documents shall constitute a result sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the provisions thereof or applicable Legal RequirementsNon Assignable Asset, and any of such Assignment Consents are not obtained by Seller on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing Date, without limiting Seller’s obligations under Section 5, Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After following the Closing, Seller the parties shall use commercially reasonable efforts, and cooperate with each other, to obtain the Approval relating to any Non Assignable Asset as quickly as practicable. Pending the obtaining of such Approvals relating to any Non Assignable Asset, the parties shall cooperate with Buyer, at Seller’s expense, each other in any reasonable arrangement and lawful arrangements designed to provide to the Buyer with all of the benefits of use of the Non-Non Assignable Assets as if the appropriate Assignment Consents had been obtainedAsset for its term (or any right or benefit arising thereunder, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of the Buyer of any and all rights of Seller the Sellers may have against a third party thereunderrelated thereto). Once an Approval for the sale, assignment, assumption, transfer, conveyance and delivery of a Non Assignable Asset is obtained, the respective Seller shall promptly assign, transfer, convey and deliver such Non Assignable Asset to the Buyer, and the Buyer shall assume the obligations under such Non Assignable Asset assigned to the Buyer from and after the date of assignment to the Buyer pursuant to an assignment and assumption agreement. Nothing herein shall excuse any Seller Party from responsibility for any of its representation, warranties or covenants contained herein.

Non-Assignable Assets. (a) Notwithstanding anything in this Agreement to the foregoingcontrary, if this Agreement shall not constitute an agreement to assign or transfer any of the Acquired Assets are Purchased Asset that is not assignable or transferable without the consent of any Person, other than Seller, Stryker, Purchaser or any of their respective Affiliates, to the extent that such consent shall not have been given prior to the Closing (each, a “Non-Assignable Nonassigned Asset”); provided, however, that Seller and Stryker shall use, both prior to and for twelve (12) without months after the consent ofClosing, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirementscommercially reasonable efforts to obtain, and any of such Assignment Consents are not obtained by Seller on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing Date, without limiting Seller’s obligations under Section 5, Seller Purchaser shall use its commercially reasonable best efforts to obtain assist and cooperate with Seller and Stryker 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 Assignment Consents as soon as reasonably practicable after efforts; provided, further, that none of Seller, Stryker, Purchaser or any of their respective Affiliates shall be required to pay money to any Third Party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party in connection with such efforts. With respect to any Nonassigned Asset, for a period beginning on the Closing Date and thereafter assign ending on the earlier of (i) the time such requisite consent is obtained and such Nonassigned Asset is transferred and assigned to Buyer such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Assets and Purchaser or (ii) the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After date that is twelve (12) months after the Closing, Seller and Stryker shall cooperate with Buyeruse commercially reasonable efforts to provide to Purchaser substantially comparable benefits thereof and shall enforce, at Seller’s expense, in any reasonable arrangement designed to provide Buyer with all the request of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of Purchaser, any and all rights of Seller or Stryker arising thereunder against a third party any Person, including the right to seek any available remedies or to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. To the extent that Seller or Stryker provides Purchaser with benefits of any Nonassigned Asset, Purchaser shall perform, as reasonably directed by Seller, the related obligations of Seller and Stryker thereunder.

Non-Assignable Assets. Notwithstanding the foregoing, if (a) Nothing in this Agreement or any of the Acquired Assets are other Transaction Documents shall be construed as an attempt or agreement to assign any of the Purchased Assets, including any Contract, Permit or other right, which by its terms or by Laws is not assignable without the Consent of a third party of a Governmental Authority or transferable is cancelable by a third party in the event of an assignment (each, a “Non-Assignable Asset”) without unless and until such Consent shall have been obtained. (b) To the consent ofextent permitted by applicable Laws, in the event that Consents from third parties required to the transfer, conveyance or waiver by, a third party (each, an “Assignment Consent”), either as a result assignment of any of the provisions thereof or applicable Legal RequirementsPurchased Assets cannot be obtained, Sellers and any of such Assignment Consents are not obtained by Seller on or prior Buyer will cooperate in a mutually-agreeable arrangement under which Buyer would obtain, to the Closing Dateextent possible, this Agreement the benefits and assume the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included thereunder in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing Date, without limiting Seller’s obligations under Section 5, Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of accordance with this Agreement. After the Closing, Seller shall cooperate with including sub- contracting, sub-licensing, sub-leasing or contract mining to Buyer, at Seller’s expense, in any reasonable arrangement designed to provide Buyer with all of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement which Sellers would enforce for the benefit of Buyer of any and all rights of Seller at Sellers’ cost, with Buyer assuming Sellers’ obligations against a third party thereunder.thereto. (c) In the event that any of the Required Consents required for any of the Purchased Assets Permits (other than Governmental Approvals pertaining to Purchased Permits) cannot be obtained prior to the Closing and Buyer waives the condition precedent pertaining thereto and elects to close the transactions contemplated by this Agreement without such Required Consents having been obtained by Sellers, then Sellers shall not be in breach or non-fulfillment of any representation, warranty, covenant, obligation or other agreement set forth herein solely as a result thereof, so long as Sellers (i) have satisfied their obligations herein in attempting to obtain such Required Consents and (ii) fulfilled all of its obligations under Section 7.4(b) above. (d) Notwithstanding anything to the contrary set forth in this Section 7.4, unless otherwise expressly agreed by Buyer in writing, (i) Buyer shall not be obligated to consummate the transactions contemplated by this Agreement and the other Transaction Documents unless Sellers have obtained all of the Required Consents pertaining to the Purchased Permits (other than Governmental Approvals pertaining to the Purchased Mining Permits), the Leases (including the Berwind Lease), the Railroad Agreements, the Easements and the Material Purchased Contracts, in form and substance reasonably acceptable to Buyer, and (ii) the provisions of Sections 7.4(b) and 7.4(c) shall not apply to any such Purchased Permits, any of the Leases, any of the Railroad Agreements, any of the Easements or any of the Material Purchased Contracts. (e) To the extent that transfers, renewals, amendments or modifications of any of the Purchased Permits (including any of the Purchased Mining Permits) are required as a

Non-Assignable Assets. Notwithstanding Nothing in this Agreement nor the foregoing, if consummation of any of the Acquired Assets are not assignable transactions contemplated by this Agreement or transferable the Ancillary Agreements shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, license, certificate, approval, authorization or other right, which by its terms or by Law (eachi) is nonassignable without the consent, approval, waiver or authorization of or the provision of notice to or an express assumption by the assignee thereof delivered to any third party or making of a filing with a third party or a Governmental Entity (collectively, “Authorizations”), or (ii) is cancellable by a third party in the event of an assignment (“Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment ConsentAssets”), either as a result of the provisions thereof or applicable Legal Requirements, unless and any of until such Assignment Consents are not obtained by Seller on or prior to the Closing Date, this Agreement and the related instruments of transfer Authorization shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets)have been obtained. If there are Assignment Consents that are not obtained by Seller by the Closing Date, without limiting Seller’s obligations under Section 5, Seller shall use its commercially reasonable best efforts to obtain all such Assignment Consents Authorizations as soon promptly as reasonably practicable after following the Closing Date Closing, to the extent not obtained prior to the Closing, and thereafter assign Buyer shall use commercially reasonable efforts to Buyer cooperate with and assist Seller, at Seller’s request, in obtaining such Authorizations. To the extent permitted by applicable Law, in the event Authorizations to the assignment thereof cannot be obtained, such Non-Assignable Assets. Following any such assignment, such assets Assets shall be deemed Acquired Assets held, as of and from the Closing Date, by Seller in trust for Buyer and the Liabilities covenants and obligations thereunder shall be deemed performed by Buyer Assumed Liabilities in Seller’s name and all benefits and obligations existing thereunder shall be for purposes of this AgreementBuyer’s account, and Buyer shall as promptly as practicable following the Closing use commercially reasonable efforts to obtain such assignment or such Non-Assignable Assets in its own name. After the Closing, Seller The parties shall cooperate with Buyer, at to take or cause to be taken such actions in Seller’s expense, in any reasonable arrangement designed name or otherwise as reasonably may be necessary so as to provide Buyer with all of the benefits of the Non-Assignable Assets as if and to effect collection of money or other consideration that becomes due and payable under the appropriate Assignment Consents had been obtainedNon-Assignable Assets, including and Seller shall promptly pay over to Buyer all money or other consideration received by granting subleasesit in respect of all Non-Assignable Assets. Prior to the date hereof, establishing arrangements whereby Seller shall have delivered to Buyer shall undertake the work necessary to perform under Seller’s Contracts a list of Non-Assignable Assets and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party required Authorizations thereunder.

Non-Assignable Assets. Notwithstanding As between any third party or Governmental Entity on the foregoingone hand, and the Seller Entities on the other hand, this Agreement shall not constitute an agreement to assign any Contract or any right thereunder if any of the Acquired Assets are not assignable or transferable (eachan attempted assignment, a “Non-Assignable Asset”) without the consent of, or waiver other action by, a such third party (eachor Governmental Entity, an “Assignment Consent”), either as would constitute a result violation of any applicable Law or a breach of or in any way adversely affect the provisions thereof or applicable Legal Requirements, and any rights of such Assignment Consents are third party, such Governmental Entity, the Buyer or the Seller Entities thereunder; provided, however, that if such consent is not obtained by Seller on or such other action is not taken prior to the Closing Datethen, this Agreement as between the Seller Entities and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable AssetsBuyer, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset the Seller Entities shall, to the extent reasonably practicable, (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing Date, without limiting Seller’s obligations under Section 5, Seller shall use its a) exercise commercially reasonable best efforts to attempt to obtain all such Assignment Consents consent as soon as reasonably practicable after possible, without having to make any additional payments to obtain such consent (unless such payments are expressly contemplated in the Closing Date Contract being assigned as being payable in connection with an assignment thereof) and thereafter assign provided that, failure to Buyer such Non-Assignable Assets. Following obtain any such assignmentconsent post-closing shall not constitute a default hereunder (provided that, such assets shall be deemed Acquired Assets solely in the case of Coca Cola and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the ClosingTesla, Seller shall Entities have exercised such commercially reasonable efforts), (b) provide to the Buyer the benefits of the applicable Contract or other Asset, (c) reasonably cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed to provide Buyer with all such benefits to the Buyer, and (d) enforce at the request and expense of the benefits Buyer and for the account of the Non-Assignable Assets as if Buyer, any rights of the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Seller Entities arising from any such Contract or other Asset. The Buyer shall undertake the work necessary use commercially reasonable efforts to perform the post-Closing obligations under Seller’s Contracts any such Contract, but only if and to the enforcement extent that such obligations are Assumed Liabilities. For the avoidance of doubt, nothing in this Section 2.11 shall obligate the Buyer to waive any rights under Section 4.1, or to pay, perform or discharge any Excluded Liability, and to the extent the failure to obtain any consent required for the benefit of Buyer assignment of any and all rights of Seller against Assumed Contract causes a third party thereunderbreach under such Assumed Contract, any Liability resulting from such breach shall be an Excluded Liability.

Non-Assignable Assets. Notwithstanding the foregoing, if any of the Acquired Assets are not assignable or transferable (each, a “"Non-Assignable Asset”") without the consent of, or waiver by, a third party (each, an “"Assignment Consent”"), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are not obtained by Seller on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer shall not assume Seller’s 's rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing Date, without limiting Seller’s 's obligations under Section 5, Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the Closing, Seller shall cooperate with Buyer, at Seller’s 's expense, in any reasonable arrangement designed to provide Buyer with all of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s 's Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder.

Non-Assignable Assets. (a) Notwithstanding the foregoing, if any of the Acquired Business Contracts or other Purchased Assets are not assignable or transferable or Purchaser cannot obtain the full economic benefit from such Business Contract or Purchased Asset (each, a “"Non-Assignable Asset”") without the consent of, or waiver by, a third party (each, an “"Assignment Consent”"), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are not obtained or cannot be obtained by Seller on or prior to the Closing Date, Seller shall continue its best efforts to obtain the Assignment Consents after Closing, and, in either case, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer Purchaser shall not assume Seller’s ' s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets)) until such time as Purchaser or Seller have obtained the applicable Assignment Consent. If there are Assignment Consents that are not obtained by Seller by the Closing Date, without Without limiting Seller’s ' s obligations under Section 56.1, Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer Purchaser such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Purchased Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the Closing, Seller Purchaser shall cooperate with Buyer, at Seller’s expense, not be required to (i) agree to any material changes in any reasonable arrangement designed to provide Buyer with all of the benefits of the Non-Assignable Assets as if Asset, or the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer imposition of any and other material condition, in order to obtain any Assignment Consent; or (ii) dispose of or make any changes to its business, expend any funds or incur any other burden in order to comply with this Section 1.5(a). This Section 1.5(a) shall at all rights of Seller against a third party thereundertimes remain subject to Article 9.

Non-Assignable Assets. (a) Notwithstanding the foregoing, if any of the Acquired Seller Contracts or other Purchased Assets are not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are not obtained by Seller on on, prior to, or prior to within thirty (30) days of the Closing Date, Purchaser Sub may elect to either (i) have Seller permanently retain the Non-Assignable Asset and all Liabilities relating thereto at the Closing (a “Permanent Non-Assignable Asset”); or (ii) have Seller continue its efforts to obtain the Assignment Consents after Closing, and, in either case, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer Purchaser and Purchaser Sub shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing DatePurchaser Sub elects item (ii) above, without limiting Seller’s obligations under Section 56.9, Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer Purchaser Sub such Non-Assignable Assets; provided, however, that at any time Purchaser Sub at its sole and absolute discretion may elect to have such Non-Assignable Asset be treated as a Permanent Non-Assignable Asset and, with regard to any Non-Assignable Asset treated as a Permanent Non-Assignable Asset, Seller shall have a right to full indemnification pursuant to Article 11. Following any such assignment, such assets shall be deemed Acquired Purchased Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the Closing, Seller This Section 1.5(a) shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed all times remain subject to provide Buyer with all of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunderArticle 9.

Non-Assignable Assets. (a) Notwithstanding the foregoing, if any of the Acquired Transferred Contracts or other Purchased Assets are not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are have not been obtained by Seller on or prior to the Closing Datedate hereof, Purchaser may elect to either (i) have Seller permanently retain the Non-Assignable Asset and all Liabilities relating thereto at the Closing; or (ii) have Seller continue its efforts to obtain the Assignment Consents after Closing, and, in either case, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer Purchaser shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing DatePurchaser elects item (ii) above, without limiting Seller’s obligations under Section 53.2(s), Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer Purchaser such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Purchased Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed to provide Buyer with all of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder.

Non-Assignable Assets. Notwithstanding (a) From time to time following the foregoingContribution, if Seller shall execute and deliver, or cause to be executed and delivered to Company such additional instruments of conveyance and transfer as Company or Purchaser may reasonably request or as may be otherwise reasonably necessary to more effectively convey or transfer to, and vest in, Company and put Company in possession of, any part of the Acquired Contributed Assets. Nothing in this Agreement shall be construed as an attempt or agreement to assign any asset, Contract, permit, license or other right which would otherwise be included in the Contributed Assets are not assignable or transferable Assumed Liabilities, as appropriate, but which is by its terms or by law nonassignable without the consent of the other party or parties thereto or any Governmental Authority unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Seller or the Business would not, as a matter of law, pass to Company as an incident of the assignments provided for by this Agreement (each, a the “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment ConsentAssets”), either . Seller agrees to use its commercially reasonable best efforts (at Purchaser’s expense) to obtain any such consents promptly. At such time as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are not obtained by Seller on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and is properly assigned to Company, such Non-Assignable Asset shall not be included in the Purchased Assets)become a Contributed Asset or Assumed Liability, as appropriate. If there are Assignment Consents that are not obtained by Seller by Following the Closing Date, without limiting Seller’s obligations under Section 5, Seller shall use its reasonable best efforts to obtain all and until such Assignment Consents time as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer such Non-Assignable Assets. Following any such assignmentAssets may be properly assigned to Company, such assets Non-Assignable Assets shall be deemed Acquired Assets held by Seller in trust for Company and the Liabilities covenants and obligations thereunder shall be deemed Buyer Assumed Liabilities performed by Company in the name of the appropriate Seller and all benefits and obligations existing thereunder shall be for purposes the account of this AgreementCompany. After the ClosingDuring such period, Seller shall cooperate with Buyertake or cause to be taken such action in its name or otherwise as Company may reasonably request, at SellerCompany’s expense, in any reasonable arrangement designed so as to provide Buyer Company with all of the benefits of the Non-Assignable Assets as if and to effect collection of money or other consideration to become due and payable under the appropriate Assignment Consents had been obtainedNon-Assignable Assets and Seller shall promptly pay over to Company all money or other consideration received by it (or its Affiliates) in respect of all Non-Assignable Assets. Following the Contribution, including Seller authorizes Company, to the extent permitted by granting subleasesapplicable law and the terms of the Non-Assignable Assets, establishing arrangements whereby Buyer shall undertake the work necessary at Company’s expense, to perform all of the obligations and receive all of the benefits under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunderNon-Assignable Assets.

Non-Assignable Assets. Notwithstanding the foregoing, if In those cases where any of the Acquired Purchased Assets are not by their terms assignable or transferable which require the consent of a third party in connection with the transactions contemplated by this Agreement, Seller shall, after the Closing Date, use its reasonable best efforts, and Purchaser shall cooperate in all reasonable respects with Seller, to obtain all consents and waivers and to effect assignments and transfers necessary to convey such Purchased Assets to Purchaser. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any of the Purchased Assets if any actual or attempted assignment or transfer thereof, without the consent of any party thereto other than Seller, would (eachi) constitute a breach thereof or otherwise not be permitted under applicable law, a (ii) increase any obligation of Seller thereunder, or (iii) create any additional material obligation of Seller thereunder (collectively (i), (ii) and (iii) above shall be referred to as the “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment ConsentAssets”), either as a result of the provisions thereof or applicable Legal Requirements, and . If any of such Assignment Consents are not obtained by Seller on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that Assets are not obtained by Seller by the Closing Date, without limiting Seller’s obligations under Section 5able to be assigned or transferred, Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after provide or cause to be provided to Purchaser, to the Closing Date and thereafter assign to Buyer extent permitted by applicable law, the benefits of any such Non-Assignable Assets. Following If Purchaser receives the benefit of any such assignment, such assets shall be deemed Acquired Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed to provide Buyer with all of the benefits of the Non-Assignable Assets as Asset, Purchaser shall perform and discharge on behalf of Seller all of Seller’s liabilities, obligations or commitments, if any, thereunder relating to the period following the Closing Date, in accordance with the provisions thereof other than those arising by reason of a breach or nonperformance by Seller with respect to such Non-Assignable Asset. The provisions of this paragraph shall not affect the right of Purchaser to elect either to not consummate the transactions contemplated by this Agreement if the appropriate Assignment Consents had conditions to its obligations contained in section 13 have not otherwise been obtainedfulfilled, including or to consummate the transactions contemplated by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunderthis Agreement.

Non-Assignable Assets. Notwithstanding the foregoingSection 1.1 and Section 1.2, if any of the Contract, Governmental Approval or other Acquired Assets are Asset is not assignable or transferable (each, a “"Non-Assignable Asset”") without the consent of, or waiver by, Consent of a third party (each, an “"Assignment Consent”"), either as a result either of the provisions thereof or of applicable Legal Requirements, and any of such Assignment Consents are Consent is not obtained by Seller on or prior to the Closing Date, Purchasers may prior to or after Closing elect (on an Asset-by-Asset basis) to either (i) have Seller permanently retain such Non-Assignable Asset and all Liabilities relating thereto (in which case such Non-Assignable Asset shall be an Excluded Asset and all related Liabilities shall be Excluded Liabilities) or (ii) have Seller continue its efforts (at Seller's expense) to obtain the Assignment Consent, in form and substance reasonably acceptable to Purchasers, after Closing. In either case, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable AssetsAsset, and Buyer Purchasers shall not assume Seller’s 's rights or obligations under such Non-Assignable Asset (unless and such until the applicable Assignment Consent has been obtained. Unless Purchasers elect for Seller to retain a Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing DateAsset, and without limiting Seller’s 's obligations under Section 56.8, Seller shall use its all commercially reasonable best efforts efforts, at Purchasers' reasonable direction, to obtain all such applicable Assignment Consents as soon as reasonably practicable possible after the Closing Date and thereafter assign to Buyer Closing. In such case, upon the receipt of an Assignment Consent in accordance with this section, the applicable Non-Assignable Assets. Following any such assignment, such assets Asset shall be deemed an Acquired Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities Asset for purposes of this AgreementAgreement and shall be automatically assigned to such Purchaser as designated by Purchasers, without any further action on the part of any party. After the Closing, Seller shall cooperate consult with BuyerPurchasers, at Seller’s expenseand keep Purchasers updated, in any reasonable arrangement designed with respect to provide Buyer with all of the benefits of the material developments relating to Assignment Consents and Non-Assignable Assets as if the appropriate and shall seek Purchasers' consent, not to be unreasonably withheld or delayed, before taking any material action related thereto. Schedule 1.6(a) lists all applicable Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunderConsents.

Non-Assignable Assets. Notwithstanding the foregoing, if In those cases where any of the Acquired Purchased Assets are not by their terms assignable or transferable (each, a “Non-Assignable Asset”) without require the consent of, or waiver by, of a third party (eachin connection with the transactions contemplated by this Agreement, an “Assignment Consent”)Seller shall, either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are not obtained by Seller on or prior to and after the 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 Purchased Assets to Buyer. Anything contained herein to the contrary notwithstanding, this Agreement and the related instruments of transfer shall not constitute an agreement to assign any of the Purchased Assets if any actual or attempted assignment or transfer thereof without the consent of any party thereto other than Seller or Parent would constitute a breach thereof or otherwise not be permitted under applicable law, increase any obligation of Seller thereunder in any material respect or create any additional material obligation of Seller thereunder ("Non-Assignable Assets"). If any such Non-Assignable Assets, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that Assets are not obtained by Seller by the Closing Date, without limiting Seller’s obligations under Section 5able to be assigned or transferred, Seller shall use its reasonable best efforts to obtain provide or cause to be provided to Buyer, to the extent permitted by applicable law, the benefits of any such Non-Assignable Assets and (i) Seller shall (to the extent Buyer has assumed in writing all duties and responsibilities thereunder) [a] promptly pay or cause to be paid to Buyer all monies received by Seller with respect to any such Assignment Consents as soon as reasonably practicable after Non-Assignable Asset (other than any portion of the Purchase Price) and [b] enforce, at the written request and at the sole expense of Buyer, any rights of Seller arising with respect thereto (including, without limitation, the right to terminate in accordance with the terms thereof upon the advice of Buyer), and (ii) provided that Buyer receives the benefit of any such Non-Assignable Assets, Buyer shall perform and discharge on behalf of Seller all of Seller's liabilities, obligations or commitments, if any, thereunder relating to the period following the Closing Date and thereafter assign Date, in accordance with the provisions thereof other than those arising by reason of a breach or nonperformance by Seller on or prior to Buyer the Closing with respect to such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes The provisions of this Agreement. After paragraph shall not affect the Closing, Seller shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed right of Buyer to provide Buyer with all of elect either to not consummate the benefits of the Non-Assignable Assets as transactions contemplated by this Agreement if the appropriate Assignment Consents had conditions to its obligations contained in Section 12 below have not otherwise been obtained, including fulfilled or to consummate the transactions contemplated by granting subleases, establishing arrangements whereby Buyer shall undertake this Agreement and pursue the work necessary other remedies available to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunderit.

Non-Assignable Assets. (a) Notwithstanding the foregoing, if any of the Acquired Assets are Seller Contract or other Purchased Asset is not assignable or transferable (each, a “Non-Assignable Asset”) without the consent ofconsent, approval or waiver by, by a third party (each, an “Assignment Consent”)party, either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are consent, approval or waiver is not obtained by Seller on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable AssetsAsset, and Buyer Purchaser or its designee(s) shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing DateInstead, without limiting Seller’s obligations under Section 56.10 or Purchaser’s rights under Section 9.1, Seller each of the parties hereto shall use its reasonable best efforts to obtain all any such Assignment Consents consent, approval or waiver as soon as reasonably practicable after the Closing Date (provided, without limiting Section 6.10, that Seller shall not be obligated to pay any monies or incur any material obligations under any Contract or otherwise in connection with obtaining any such consent, approval or waiver following the Closing Date unless the Purchaser has agreed to reimburse such amounts) and thereafter Seller shall assign to Buyer Purchaser or its designee(s) such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Purchased Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed to provide Buyer with all of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder.

Non-Assignable Assets. Notwithstanding the foregoing, if In those cases where any of the Acquired Purchased Assets are not by their terms assignable or transferable which require the consent of a third party in connection with the transactions contemplated by this Agreement, Sellers shall, prior to and after the applicable Closing Date, use their reasonable best efforts, and Buyers shall cooperate in all reasonable respects with Sellers, to obtain all consents and waivers and to resolve all impracticalities of assignments and transfers necessary to convey any such Owned Assets to Buyers or give Buyers 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 notwithstanding, this Agreement shall not constitute an agreement to assign any of the Purchased Assets if any actual or attempted assignment or transfer thereof without the consent of any party thereto other than Sellers or any of their Affiliates would constitute a breach thereof or otherwise not be permitted under applicable Law, increase any obligation of Sellers thereunder in any material respect or create any additional material obligation of Sellers thereunder (each, a “"Non-Assignable Asset”Assets"). If any such Non-Assignable Assets are not able to be assigned or transferred, Sellers shall use their reasonable best efforts to provide or cause to be provided to the applicable Buyer, to the extent permitted by applicable Law, the benefits of any such Non-Assignable Assets and (i) without Sellers shall (to the consent ofextent the applicable Buyer has assumed in writing all duties and responsibilities thereunder) [a] promptly pay or cause to be paid to the applicable Buyer all monies received by the applicable Seller with respect to any such Non-Assignable Asset (other than any portion of the Purchase Price) and [b] enforce, or waiver byat the written request and at the sole expense of the applicable Buyer, a third party any rights of the applicable Seller arising with respect thereto (eachincluding the right to terminate in accordance with the terms thereof upon the advice of the applicable Buyer) and (ii) provided that the applicable Buyer receives the benefit of any such Non-Assignable Assets, an “Assignment Consent”)such Buyer shall perform and discharge on behalf of the applicable Seller all of such Seller's Liabilities, either as a result of if any, thereunder relating to the period following the applicable Closing Date, in accordance with the provisions thereof other than those arising by reason of a breach or nonperformance by the applicable Legal Requirements, and any of such Assignment Consents are not obtained by Seller on or prior to the applicable Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of with respect to such Non-Assignable Assets, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing Date, without limiting Seller’s obligations under Section 5, Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed to provide Buyer with all of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder.

Non-Assignable Assets. (a) Notwithstanding the foregoing, if any of the Acquired Transferred Contracts or other Purchased Assets are not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are have not been obtained by Seller on or prior to the Closing Datedate hereof, Purchaser may elect to either: (i) have Seller permanently retain the Non-Assignable Asset and all Liabilities relating thereto at the Closing; or (ii) have Seller continue its best efforts to obtain the Assignment Consents after Closing, and, in either case, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer Purchaser shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing DatePurchaser elects item (ii) above, without limiting Seller’s obligations under Section 53.2(r), Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer Purchaser such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Purchased Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed to provide Buyer with all of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder.