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 (a) Nothing in this Agreement nor the foregoingconsummation of the Attractions Purchaser Asset Sale, if the Ski Purchaser Asset Sale or the Canadian Asset Sale shall be construed as an attempt or agreement to assign any U.S. Attractions Purchased Asset, any U.S. Ski Purchased Asset or any Canadian Purchased Asset, which by its terms or by Law is nonassignable without the consent of, or other action by, a Third Party or a Governmental Authority or is cancelable by a Third Party (or would otherwise adversely affect the rights of any Purchaser or any of its permitted assigns or any Seller thereunder) in the Acquired Assets are not assignable or transferable event of an assignment (each, each a “Non-Assignable Asset” and collectively, the “Non-Assignable Assets”) without unless and until such consent shall have been obtained or such other action shall have been taken (provided, however, that no Ground Lease requiring a Ground Lease Approval or New Forest Service Permit shall constitute a Non-Assignable Asset). (b) To the consent ofextent permitted by applicable Law, 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 AssetsAssets shall be held, as of and from the Closing, by the applicable Asset Seller in trust for the Attractions Purchaser, the Ski Purchaser, the Canadian Purchaser or their permitted assigns, as the case may be, and Buyer shall not assume Seller’s rights or the covenants and 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 performed by the applicable Purchaser or its permitted assigns in such Asset Seller’s name and all benefits and obligations existing thereunder shall be for purposes the account of this Agreementsuch Purchaser or its permitted assigns. After the Closing, Each Asset Seller shall cooperate with Buyertake or cause to be taken, at Seller’s expensethe expense of the applicable Purchaser or its permitted assigns, such actions in any reasonable arrangement designed its name or otherwise as such Purchaser or its permitted assigns may reasonably request so as to provide Buyer such Purchaser or its permitted assigns with all of the benefits of the Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under the Non-Assignable Assets, and the applicable Asset Seller shall promptly pay over to the applicable Purchaser or its permitted assigns all money or other consideration received by it in respect of all Non-Assignable Assets. (c) As of and from the Closing Date, each Asset Seller authorizes each Purchaser and its permitted assigns, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at the expense of such Purchaser or its permitted assigns, to perform all the obligations and receive all the benefits of such Asset Seller under the Non-Assignable Assets and appoints each Purchaser and its permitted assigns as if its attorney-in-fact to act in its name on its behalf. (d) Notwithstanding anything in this Agreement to the appropriate Assignment Consents had been contrary and subject to Section 2.10(f), 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 U.S. Attractions Purchased Asset, establishing arrangements whereby Buyer U.S. Ski Purchased Asset or Canadian Purchased Asset, as applicable, and any associated Liability shall undertake the work necessary not constitute a U.S. Assumed Liability or Canadian Assumed Liability, as applicable, for any purpose under this Agreement except with respect to perform under Seller’s Contracts Section 4.29, and the enforcement for failure of any such written consent or approval to be obtained or the benefit failure of Buyer of any such Non-Assignable Asset to constitute a U.S. Attractions Purchased Asset, U.S. Ski Purchased Asset or Canadian Purchased Asset, as applicable, or any circumstances resulting therefrom shall not constitute a Target Company Material Adverse Effect. Upon obtaining the requisite Third Party consents thereto, such Non-Assignable Asset shall automatically become a U.S. Attractions Purchased Asset, U.S. Ski Purchased Asset or Canadian Purchased Asset, as applicable, and shall be automatically transferred and assigned (without any action required by any other Person) to the applicable Purchaser or its permitted assigns hereunder. (e) Each Purchaser and its permitted assigns shall indemnify and hold harmless the Seller Parties from and against any and all rights losses actually incurred by the Seller Parties (i) as a result of any actions taken or not taken by such Purchaser or its permitted assigns after the Closing as subcontractor, representative or obligor with respect to any Non-Assignable Asset, or the non-compliance by such Purchaser or its permitted assigns on or following the Closing with any Laws applicable to any such Non-Assignable Asset; or (ii) if such Purchaser or any of its permitted assigns is permitted by applicable Law and the terms of the Non-Assignable Assets to perform the covenants and obligations of any Seller against a third party thereunderParty thereunder in such Seller Party’s stead, for any losses otherwise relating to any Non-Assignable Assets. (f) Notwithstanding anything in this Agreement to the contrary, all obligations of the Company or any Asset Seller in this Section 2.10 shall terminate and be of no further effect on the date 45 calendar days after the Closing.

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 such 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, and the failure of any 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 granting subleasesSeller of any representation, establishing arrangements whereby Buyer warranty, covenant or agreement contained in this Agreement. (b) Following the Closing, Purchaser and Seller shall undertake the work use their respective reasonable efforts to obtain, or to cause to be obtained, (i) any remaining consents necessary to perform under Seller’s Contracts assign to Purchaser any Non-Assignable Assets, and (ii) any remaining consent, substitution, approval, or amendment required to novate all Assumed Liabilities underlying such Non- Assignable Assets, or to obtain in writing the enforcement for the benefit of Buyer of any and all rights unconditional release of Seller against a third party thereunderand its Affiliates so that, in any such case, Purchaser and its Affiliates shall be solely responsible for such Assumed Liabilities.

Non-Assignable Assets. 2.7.1 Notwithstanding the foregoing, if any of the Contract that would be a Transferred Agreement, or other asset that would be an Acquired Assets are Asset, is not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party Third Party or action by a Governmental Entity (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal RequirementsLaws, and any of such Assignment Consents are Consent is not obtained by Seller on or prior to the Closing Date, then 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 Acquired Assets. Each of the parties hereto, for a period of [***] (the “Cooperation Period”). 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; provided, however, that nothing in this Section 2.7.1 shall require Seller or any of its Affiliates to modify any of its respective rights in a manner adverse to Seller or any of its Affiliates or to pay any fee or other payment, or incur any Liability, cost or out-of-pocket expense in connection with the efforts set forth in this Section 2.7.1, with any such Liabilities, costs or out-of-pocket expenses to be borne by Buyer. To the extent such Assignment Consents as soon as reasonably practicable after are obtained during the Closing Date and thereafter Cooperation Period, Seller shall 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 . 2.7.2 Until the Closingexpiration of the Cooperation Period, Seller shall cooperate with Buyer, at Seller’s expense, Buyer in any commercially reasonable arrangement reasonably designed to provide Buyer or its designee with all of the net benefits of the Non-Assignable Assets after the Closing as if the appropriate Assignment Consents had been obtained, including by granting subleases, rights and establishing arrangements whereby Buyer shall undertake the work necessary to perform under the Transferred Agreement. To the extent the benefits of a Non-Assignable Asset are made available to Buyer during the Cooperation Period, Buyer shall perform, at the direction of Seller’s Contracts and , the enforcement for the benefit of Buyer of any and all rights obligations of Seller against a third party thereunderunder such Non-Assignable Asset and assume all Liabilities related thereto, and economically bear any out-of-pocket additional costs in connection with such Non-Assignable Asset.

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. This Section 1.5(a) shall at all times remain subject to Article 9. (b) After the Closing, Seller and the Members shall cooperate with BuyerPurchaser, at and cause all Seller Affiliates to cooperate with Purchaser, and Purchaser shall cooperate with Seller’s expense, in any reasonable arrangement designed to provide Buyer Purchaser 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 Purchaser 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 thereunderBusiness Contracts.

Non-Assignable Assets. (a) Notwithstanding 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 Acquired Assets are Purchased 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 Third Party or action by a Governmental Authority (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal RequirementsLaws, and any of such Assignment Consents are Consent is not obtained by Seller on or prior to the Closing Date, then 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 Without limiting the Pfizer Parties’ obligations under Section 8.4 or Section 9.1, each of the parties hereto, for a period of [***] following the Closing Date, without limiting Seller’s obligations under Section 5or longer to the extent provided for or contemplated by the Transition Services Agreement (the “Cooperation Period”), Seller shall use its commercially reasonable best efforts to obtain all such Assignment Consents; provided, however, that nothing in this Section 2.5(a) shall 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 fee or other payment, or incur any Liability, cost or out-of-pocket expense in connection with the efforts set forth in this Section 2.5(a), with any such Liabilities, costs or out-of-pocket expenses to be borne by NewCo. To the extent such Assignment Consents as soon as reasonably practicable after are obtained during the Closing Date and thereafter Cooperation Period, the Pfizer Parties shall assign to Buyer NewCo or its designee 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 . (b) During the ClosingCooperation Period, Seller the Pfizer Parties shall cooperate with Buyer, at Seller’s expense, NewCo in any commercially reasonable arrangement reasonably designed to provide Buyer NewCo or its designee with all of the net benefits of the Non-Assignable Assets after the Closing as if the appropriate Assignment Consents had been obtained, including by granting subleases, rights and establishing arrangements whereby Buyer NewCo or its designee shall undertake the work necessary to perform under Seller’s Contracts Assigned Contracts, provided, however, that none of the Pfizer Parties shall be required to (i) undertake any work that would constitute a breach of the Assigned Contracts, (ii) modify any of its respective rights in a manner adverse to the Pfizer Parties or (iii) incur any Liability, cost or out-of-pocket expense in connection therewith; provided further, that such benefits shall be calculated net of documented out-of-pocket additional costs in connection therewith (including Taxes). To the extent the benefits of a [***] = CONFIDENTIAL TREATMENT REQUESTED Non-Assignable Asset are made available to NewCo during the Cooperation Period, NewCo shall perform, at the direction of the applicable Pfizer Party, the obligations of such Pfizer Party under such Non-Assignable Asset and assume all Liabilities related thereto, and economically bear any out-of-pocket additional costs in connection with such Non-Assignable Asset (including Taxes). After the enforcement for Cooperation Period, the benefit of Buyer of any and all rights of Seller against a third party thereunderPfizer Parties shall continue to be subject to the obligations set forth in Section 9.2.

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. Agreement (provided that, prior to any such Assignment Consent, CPC shall not assume any of Maxygen’s obligations under the corresponding Non-Assignable Asset or assume the rights or obligations under the Technology License Agreement with respect to the corresponding Non-Assignable Asset, as the case may be, unless and until such Assignment Consent is obtained). (b) After the Closing, Seller Maxygen shall cooperate with Buyer, at Seller’s expense, Bio in any reasonable arrangement designed to provide Buyer CPC 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 Maxygen and/or CPC 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 thereunderMaxygen Contracts.

Non-Assignable Assets. Notwithstanding anything to the foregoingcontrary in this Agreement, if any no Contracts, properties, rights or other assets of the Acquired Assets are not assignable Seller shall be deemed sold, transferred or transferable (eachassigned to Buyer pursuant to this Agreement if the attempted sale, a “Non-Assignable Asset”) transfer or assignment thereof to Buyer without the consent of, or waiver by, approval of any other Person would be ineffective or would constitute a third party breach of Contract or a material violation of any Legal Requirement or would in any other way materially and adversely affect the rights of the Seller (each, an “Assignment Consent”or Buyer as transferee or assignee), either as a result of the provisions thereof and such consent or applicable Legal Requirements, and any of such Assignment Consents are approval is not obtained by Seller on at or prior to the Closing. In such case, for a period of 180 days following Closing Date(the “Transition Period”), to the extent possible, (a) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement Agreement; and (b) pending such consent or approval, 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 related instruments Seller Parties shall act as Buyer’s agent in the receipt of transfer shall not constitute an assignment any benefits, rights or transfer of such Non-Assignable Assetsinterest received from the Beneficial Rights. During the Transition Period, Seller Parties and the Buyer shall not assume Seller’s rights or obligations under each use commercially reasonable efforts to secure, as promptly as practicable, any 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 Non-Assignable Asset (consents, approvals, waivers and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are authorizations were not obtained by Seller by and delivered to Buyer at or prior to the Closing Date, without limiting Seller’s obligations under Section 5Closing. During the Transition Period, 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 Parties shall cooperate with Buyer, at Seller’s expense, Buyer in any other reasonable arrangement designed to provide for Buyer with all of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtainedsuch Contracts, properties, rights and assets, 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 account of Buyer of any and all rights of the Seller against a third the other party thereunderthereto 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 Parties shall have no further obligation to use commercially reasonable efforts to secure such consents, approvals, waivers or authorizations after the end of the Transition Period.

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 of, or waiver by, a third party (each, an a “Assignment Required Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are Required Consent 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 the Purchasing Parties or their designee(s) shall not assume Seller’s the Selling Parties’ 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 the Selling Parties’ obligations under Section 56.7 or the Purchasing Parties’ rights under Section 9.1, Seller each of the parties hereto shall use its commercially reasonable best efforts to obtain all such Assignment Required Consents as soon as reasonably practicable after the Closing Date and thereafter the Selling Parties shall assign to Buyer Purchaser or its designee 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. . (b) After the ClosingClosing and subject to payment of the Purchase Price by Purchaser pursuant to Section 2.1, Seller the Selling Parties shall cooperate with Buyer, at Seller’s expense, the Purchasing Parties in any reasonable arrangement designed to provide Buyer the Purchasing Parties or their designee(s) with all of the benefits of the Non-Assignable Assets after the Closing as if the appropriate Assignment Required Consents had been obtained, including by granting subleases, subleases or other rights and establishing arrangements whereby Buyer the Purchasing Parties or their designee(s) 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 thereunderContracts.

Non-Assignable Assets. (a) Notwithstanding the foregoing, if any of the Acquired Purchased Assets are not assignable or transferable (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 as a result of the provisions of applicable Legal RequirementsLaw, and any of such Assignment Consents are Consent has not been obtained by Seller on or prior to the Closing, Purchaser may elect to either (i) consummate the Contemplated Transactions at the Closing Datewithout taking an assignment of the Non-Assignable Asset or any Liabilities relating thereto, or (ii) consummate the Contemplated Transactions at the Closing and have Seller continue its efforts to obtain the Assignment Consents after Closing; provided, that, subject to Section 2.5(b), neither this Agreement and nor the related instruments of transfer contemplated hereby shall not constitute an assignment or transfer of such Non-Assignable AssetsAsset, 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). . (b) If there are Assignment Consents that are not obtained by Seller by Purchaser elects to proceed in accordance with the Closing Date, without limiting Seller’s obligations under terms of Section 52.5(a)(ii) above, Seller shall use its commercially reasonable best efforts (without any obligation to compensate any party for such a consent) to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter shall 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 ClosingClosing and until such time as the corresponding Assignment Consent has been obtained, Seller shall cooperate with Buyer, at Seller’s expense, Purchaser in any reasonable arrangement designed to provide Buyer Purchaser with all of the benefits of the any such Non-Assignable Assets Asset as if the appropriate corresponding Assignment Consents Consent 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 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 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. This Section 1.5(a) shall at all times remain subject to Article 9. (b) After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, Purchaser Sub in any reasonable arrangement designed to provide Buyer Purchaser Sub 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 Purchaser Sub 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 thereunderContracts.

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. Purchaser shall not be required to (i) agree to any material changes in any Non-Assignable Asset, or the imposition of any 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 times remain subject to Article 9. (b) After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, Purchaser in any reasonable arrangement designed to provide Buyer Purchaser with all of the benefits of and any actual costs reasonably incurred related to the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer Purchaser shall undertake the work necessary to perform under Seller’s Contracts and Business Contracts, including without limitation entering into the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunderSubcontract Agreement.

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 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 Asset or right, including any certificate, approval, authorization or other right, which by its terms or by Legal Requirement is non-assignable without the Consent of a third party or transferable a Governmental Body or is cancelable by a third party in the event of an assignment (each, each a “Non-Assignable Asset”” and collectively, the “Non-Assignable Assets”0) without the consent of, or waiver by, a third party unless and until such Consent shall have been obtained. (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of a) Seller shall use commercially reasonable efforts to obtain such Assignment Consents are not obtained by Seller on or prior to the Closing DateClosing; provided, this Agreement and the related instruments of transfer however, Seller shall not constitute an be required to pay any fee or make any payment to any third party in order to obtain any such consent, and Buyer understands and agrees that the procurement of any such Consent is not a condition to Buyer’s obligation to effect the Closing. (b) Buyer and Seller shall use their respective commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, substitution or amendment required to novate all obligations under any Assigned Contracts or other obligations or liabilities that are Assumed Liabilities and to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Buyer and its Affiliates shall, effective as of the Closing, be solely responsible for the liabilities and obligations underlying the Assumed Liabilities. (c) To the extent permitted by applicable Legal Requirement, in the event that Consents to the assignment or transfer of thereof cannot be obtained prior to the Closing, such Non-Assignable AssetsAssets shall be held, as of 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 from the Purchased Assets). If there are Assignment Consents that are not obtained Closing, 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 in trust for Buyer such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Assets 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. After the Closing, Seller shall cooperate with take or cause to be taken at Buyer, at Seller’s’s expense, expense such actions in any reasonable arrangement designed its name or otherwise as Buyer may reasonably request 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 Non-Assignable Assets, and Seller shall promptly pay over to Buyer all money or other consideration received by it in respect of all Non-Assignable Assets. (d) As of and from the Closing, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Legal Requirement and the terms of the Non-Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-Assignable Assets. (e) Notwithstanding anything in this Agreement to the contrary, the failure of any such Consent to be obtained or any circumstances resulting therefrom shall not constitute a Material Adverse Effect or a breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement. (f) Following the Closing, Buyer and Seller shall use their respective commercially reasonable efforts to obtain, or to cause to be obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work (i) any remaining Consents necessary to perform under Seller’s Contracts assign to Buyer any Non-Assignable Assets, and (ii) any remaining Consent, substitution, or amendment required to novate all Assumed Liabilities underlying such Non-Assignable Assets, or to obtain in writing the enforcement for the benefit of Buyer of any and all rights unconditional release of Seller against a third party thereunderand its Affiliates so that, in any such case, Buyer and its Affiliates shall be solely responsible for such Assumed Liabilities.

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. 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, 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 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 or any of its Affiliates 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 (each"Non-Assignable Assets"). If any such consent or approval is not obtained prior to the Closing, a “then Seller agrees to cooperate with Buyer in any reasonable arrangement, but without additional cost or expense to Seller, designed to provide for Buyer the benefits intended to be assigned to Buyer under the relevant Non-Assignable Asset”) without , including enforcement, at the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result cost and for the account 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 the other party thereunderor person thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made (as reasonably determined by the parties), then Buyer, upon written notice to Seller, shall have no obligation with respect to any Contract underlying such Non-Assignable Asset and any such Contract shall not be deemed to be assigned hereunder.

Non-Assignable Assets. Notwithstanding (a) Nothing in this Agreement nor the foregoing, if any consummation of the Acquired Assets are not assignable transactions contemplated hereby shall be construed as an attempt or transferable (eachagreement to assign any Transferred Asset, a “Non-Assignable 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, or waiver by, of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (each“Nonassignable Assets”) unless and until such consent shall have been obtained. Seller shall, an “Assignment Consent”)and shall cause its IP Affiliates to, either (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 a result 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 provisions 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, none of the Purchasers or their respective Affiliates shall be required to pay any 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 or applicable Legal Requirementscannot be obtained, such Nonassignable Assets shall be held, as of and any of such Assignment Consents are not obtained by Seller on or prior to from the Closing Date, this Agreement by Seller or the applicable IP Affiliate of Seller in trust for the applicable Purchaser and the related instruments 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 the benefits of transfer shall not constitute an assignment the Nonassignable Assets and to effect collection of money or transfer of such Non-Assignable other consideration that becomes due and payable under the Nonassignable Assets, and Buyer Seller or the applicable IP Affiliate of Seller shall not assume Seller’s rights promptly pay over to such Purchaser all money or obligations under such Non-Assignable Asset (other consideration received by it in respect of all Nonassignable Assets. As of 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 from the Closing Date, without limiting Seller’s obligations under Section 5Seller on behalf of itself and its IP Affiliates authorizes each Purchaser, 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 extent permitted by Applicable Law and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes terms of this Agreement. After the Closing, Seller shall cooperate with BuyerNonassignable Assets, at Sellersuch Purchaser’s expense, in any reasonable arrangement designed to provide Buyer with perform all of the obligations and receive all the benefits of Seller or its IP Affiliates under the NonNonassignable Assets and appoints each Purchaser its attorney-Assignable Assets as if in-fact to act in its name on its behalf or in the appropriate Assignment Consents had been obtained, including name of the applicable IP Affiliate of Seller and on such IP Affiliate’s behalf with respect thereto. (b) The Parties acknowledge that the assets of the Indian Subsidiary will not be transferred until debonding takes place in connection with STPI and three (3) new leases in replacement of the Indian Subsidiary Leases are fully executed and delivered by granting subleases, establishing arrangements whereby Buyer shall undertake and between the work necessary to perform landlord(s) under Seller’s Contracts the Indian Subsidiary Leases and the enforcement India Entity (in respect of the Indian Subsidiary’s current premises) (such period being known as the “Transition Period”). During the Transition Period, the Indian Subsidiary shall continue to operate such assets for the benefit of Buyer the India Entity as described in clause (a) above and use its commercially reasonable efforts (at its sole cost) to obtain at the earliest practicable date satisfaction of such conditions. During the Transition Period the Indian Subsidiary shall (i) operate its business in the ordinary course of business consistent with past practice, (ii) provide reasonable access and inspection rights to the employees, assets and premises of the Indian Subsidiary, (iii) maintain existing insurance policies in full force and effect and for the benefit of the India Entity, (iv) refrain from placing liens on any assets of the Indian Subsidiary, (v) not terminate any of its employees, (vi) continue to provide the same level of salary and all rights benefits to its existing employees, and (vii) take instructions on the operations of Seller against a third party thereunderthe assets from the India Entity. The India Entity agrees to pay the reasonable costs of operating such assets on behalf of the India Entity, including employee and lease costs, during the Transition Period based on actual costs incurred by the Indian Subsidiary with no added xxxx-up. The Indian Subsidiary and the India Entity shall use commercially reasonable efforts to make the Transition Period as brief as reasonably practicable. After the Transition Period, the India Entity shall provide reasonable access to its management employees and books and records in order to facilitate the winding down of the affairs of the Indian Subsidiary.

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. . (b) After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, Purchaser in any reasonable arrangement designed to provide Buyer Purchaser 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 Purchaser 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 thereunderTransferred 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 '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. Notwithstanding (a) Nothing in this Agreement nor the foregoing, if any consummation of the Acquired Assets are not assignable transactions contemplated hereby shall be construed as an attempt or transferable agreement to assign any Business Contract, agreement, asset, property or right, including any certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Entity or is cancelable by a third party in the event of an assignment (each, each a “Non-Assignable Asset” and collectively, the “Non-Assignable Assets”) without unless and until such consent shall have been obtained. (b) Seller shall use commercially reasonable efforts to obtain such consents prior to the Closing; however, Seller shall not be required to pay any fee or make any payment to any third party in order to obtain any such consent, and Buyer understands and agrees that the procurement of any such consent ofis not a condition to Buyer’s obligation to effect the Closing. (c) Buyer and Seller shall use their respective commercially reasonable efforts to obtain, or waiver byto cause to be obtained, a third party (eachany consent, an “Assignment Consent”)substitution, either approval, or amendment required to novate all obligations under any and all Business 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 case, Buyer and its affiliates shall, effective as a result of the provisions Closing, be solely responsible for the liabilities and obligations underlying the Assumed Liabilities. (d) To the extent permitted by applicable Law, in the event that written consents to the assignment thereof or applicable Legal Requirements, and any of such Assignment Consents are cannot be obtained by Seller on or prior to the Closing, such Non-Assignable Assets shall be held, as of and from the Closing Date, this Agreement by Seller in trust for Buyer and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, covenants 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 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. After the Closing, Seller shall cooperate with take or cause to be taken at Buyer, at Seller’s expense, expense such actions in any reasonable arrangement designed its name or otherwise as Buyer may reasonably request 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 Non-Assignable Assets, and Seller shall promptly pay over to Buyer all money or other consideration received by it in respect of all Non-Assignable Assets. (e) As of and from the Closing Date, Seller on behalf of itself and its affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its affiliates under the Non-Assignable Assets. (f) 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 such Non-Assignable Asset shall not constitute a Business Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement, and the failure of any such written consent or approval to be obtained or the failure of any such Non-Assignable Asset to constitute a Business Asset or any circumstances resulting therefrom shall not constitute a Material Adverse Effect on the Business or a breach by granting subleasesSeller of any representation, establishing arrangements whereby warranty, covenant or agreement contained in this Agreement. (g) Following the Closing, Buyer and Seller shall use their respective commercially reasonable efforts to obtain, or to cause to be obtained, (i) any remaining consents necessary to assign to Buyer any Non-Assignable Assets, and (ii) any remaining consent, substitution, approval, or amendment required to novate all Assumed Liabilities underlying such Non-Assignable Assets, or to obtain in writing the unconditional release of Seller and its affiliates so that, in any such case, Buyer and its affiliates shall be solely responsible for such Assumed Liabilities. (h) Within 30 days after the Closing, Buyer shall undertake complete an internal audit to determine any infringing uses of Software by Seller in the work operation of the Business at the Premises as of the date hereof. To the extent any such infringing uses are determined by such audit, Seller shall promptly provide such necessary to perform under licenses for such Software at Seller’s Contracts expense. In the event that Seller disputes the results of Buyer’s internal audit, Seller and Buyer shall promptly engage an independent third party to resolve any disputes, and the enforcement for the benefit expenses of Buyer of any and all rights of Seller against a such third party thereundershall be split evenly by Buyer and Seller. (i) Seller shall use commercially reasonable efforts to assist and cooperate with Buyer in obtaining any required consents to assign Business License Agreements. In particular, on or before the date that occurs two (2) days following the Closing, Seller shall prepare and send out letters requesting such required consents. Seller shall bear the expense of requesting such consents.

Non-Assignable Assets. Notwithstanding (i) To the foregoing, if extent that the assignment hereunder of any Acquired Asset is not permitted under applicable Law or is not permitted without the consent of the Acquired Assets are not assignable or transferable any other Person (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of and such consent is not obtained prior to the provisions thereof Closing, then, notwithstanding anything to the contrary in this Agreement or applicable Legal Requirementsany Ancillary Agreement, this Agreement, such Ancillary Agreement, 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 of the Non-Assignable Asset and Purchaser shall assume no Liabilities thereunder or transfer with respect thereto. (ii) From and after the Closing Date and until the date that is 30 days after the occurrence of an Earn-Out Consideration Event, Seller and Purchaser shall use commercially reasonable efforts (without any Party incurring substantial costs or expense), to (A) obtain any such required consent, authorization or approval required to assign any Non-Assignable Assets and (B) obtain for Purchaser substantially all of the economic and operational benefits of such Non-Assignable AssetsAsset and Purchaser shall perform all covenants, obligations and Buyer shall not assume Seller’s rights or obligations under responsibilities of Seller with respect to such Non-Assignable Asset (to the extent Purchaser would have been responsible therefor if such consent had been obtained on or prior to the Closing Date 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 obtainedassigned to Purchaser, including by granting subleases(1) entering into a mutually agreeable arrangement between Seller and Purchaser and (2) subject to the consent and control of Purchaser, establishing arrangements whereby Buyer shall undertake enforcing, at the work necessary to perform under Seller’s Contracts cost and the enforcement for the benefit account of Buyer of Purchaser, any and all rights of Seller against a any third party thereunderarising out of the breach or cancellation thereof by such other party or otherwise. Seller shall hold in trust for the benefit of Purchaser and shall deliver to Purchaser promptly upon receipt of all required consents, such Non-Assignable Asset and all income, proceeds and other monies received by Seller that belong to Purchaser (including any payments and reimbursement made by any third party), to the extent related to or arising from any such Non-Assignable Asset in connection with the arrangements under this Section 2.1(c). Purchaser shall hold in trust for the benefit of Seller and shall deliver to Seller, promptly upon receipt thereof, any Excluded Asset and all income, proceeds and other monies received by Purchaser that belong to Seller (including any payments and reimbursement made by any third party), to the extent related to or arising from the Excluded Assets. (iii) Once such consent, authorization or approval is obtained, (A) the applicable Non-Assignable Asset will be deemed to have been automatically transferred to Purchaser or the applicable Purchaser Designee on the terms set forth in this Agreement, (B) the Liabilities arising out of the use, performance, ownership or operation of the applicable Non-Assignable Asset will be deemed to be Assumed Liabilities (except those Liabilities that are Excluded Liabilities), and (C) the rights pursuant to the applicable Non-Assignable Asset will be deemed to be Acquired Assets.

Non-Assignable Assets. Notwithstanding the foregoing, if any of the Acquired Assets Assumed Contracts 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 (including Liabilities) under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets)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 absence of an Assignment Consent, to the extent that Buyer is exercising all the rights and enjoying all the benefits as a result of course of conduct in accordance with such Non-Assignable Asset, Buyer shall be responsible for the associated obligations (including Liabilities) thereunder from and after such time as it began to exercise such rights and enjoy such benefits pursuant to such Non-Assignable Asset. 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 efforts, with the cooperation of Buyer (where appropriate), to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer such Non-Assignable Assets, provided, however, that 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 and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this AgreementAssets. 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 expenseactions hereunder), in any 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, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts obligation under the Non-Assignable Assets and the enforcement by Seller 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 Assets are Assigned Contract or other Purchased Asset, including any Governmental Approval identified on Schedule 1.1(d), 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 Legal Requirements, and any of such Assignment Consents are Consent 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 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 Instead, each of the parties hereto, for a period of twelve (12) months following 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 as soon as reasonably practicable after and, to the Closing Date and thereafter extent such Assignment Consents are obtained during such twelve (12) month period, the Selling Parties shall assign to Buyer Purchaser or its designee 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. (b) From the date of this Agreement until immediately prior to the Closing or the earlier termination of this Agreement pursuant to its terms, Seller shall, and shall cause its Affiliates (including the Selling Parties) and Representatives to, use commercially reasonable efforts to cooperate with Purchaser in obtaining all Assignment Consents during such period. After To the extent any Assignment Consent is obtained prior to the Closing, Seller the assets subject to such Assignment Consent shall be deemed Purchased Assets for purposes of this Agreement. (c) For a period of twelve (12) months after the Closing and subject to payment of the Purchase Price by Purchaser pursuant to Section 2.1, the Selling Parties shall cooperate with Buyer, at Seller’s expense, Purchaser in any commercially reasonable arrangement designed to provide Buyer Purchaser or its designee with all of the benefits of the Non-Assignable Assets after the Closing as if the appropriate Assignment Consents had been obtained, including by granting subleases, subleases or other rights and establishing arrangements whereby Buyer Purchaser or its designee shall undertake the work necessary to perform under Seller’s Contracts Assigned Contracts. To the extent the benefits of a Non-Assignable Asset are made available to Purchaser, whether during or after such twelve (12) month period, Purchaser shall perform, at the direction of Seller or the applicable Selling Party, the obligations of Seller or the Selling Party under such Non-Assignable Asset and assume all liabilities and obligations related thereto. (d) With respect to any Governmental Approval that is a Non-Assignable Asset, notwithstanding any other provision of this Agreement, the enforcement for Selling Parties’ liabilities and obligations with respect thereto shall cease in all respects as of the benefit of Buyer date that is twelve (12) months after the Closing Date. On and after such date, the Selling Parties shall have no ongoing liabilities or obligations to Purchaser whatsoever in relation to such Governmental Approvals or the Products approved, cleared, marketed, or sold under such Governmental Approvals, including any obligation to assist in the transfer of any such Governmental Approvals. On and all rights after such date, the Selling Parties shall have the right, exercisable in their sole discretion, to cease, or cause to cease, the maintenance of Seller against a third party thereundersuch Governmental Approvals in the applicable issuing countries or territories, and to terminate the same.

Non-Assignable Assets. (a) Notwithstanding the foregoing, if any of the Acquired Assets are Assigned Contract or other Purchased Asset, including any Governmental Approval identified on Schedule 1.1(d), 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 Legal Requirements, and any of such Assignment Consents are Consent 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 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 Instead, each of the parties hereto, for a period of twelve (12) months following 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 as soon as reasonably practicable after and, to the Closing Date and thereafter extent such Assignment Consents are obtained during such twelve (12) month period, the Selling Parties shall assign to Buyer Purchaser or its designee 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. (b) From the date of this Agreement until immediately prior to the Closing or the earlier termination of this Agreement pursuant to its terms, Seller shall, and shall cause its Affiliates (including the Selling Parties) and Representatives to, use commercially reasonable efforts to cooperate with Purchaser in obtaining all Assignment Consents during such period. After To the extent any Assignment Consent is obtained prior to the Closing, Seller the assets subject to such Assignment Consent shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed to provide Buyer with all be deemed Purchased Assets for purposes 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 thereunderthis Agreement.

Non-Assignable Assets. Notwithstanding anything herein to the foregoingcontrary, except with respect to the Required Consents set forth on Schedule 3.2(b)(i), if any of the Acquired Assets are Asset is not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver byby (e.g., because such a purported assignment or transfer would constitute a breach of a contractual obligation with respect to such Acquired Asset as a result of the provisions thereof), 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 Consent 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 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 Acquired Assets as of the Closing Date; provided that Seller shall use commercially reasonable efforts to (i) obtain an Assignment Consents that are not obtained by Seller by Consent in advance of the Closing; (ii) if it fails to obtain such Assignment Consent in advance of Closing, for twelve (12) months following the Closing Date, without limiting Seller’s obligations under Section 5, Seller shall use its reasonable best efforts to obtain all such Assignment Consents Consent as soon as reasonably commercially practicable after following the Closing Date Closing; and thereafter assign (iii) cooperate with Buyer to allow Buyer to assume the benefits and obligations with respect to such Non-Assignable AssetsAsset; provided, further, that nothing shall require Seller to pay any consideration to a third party to obtain or achieve any of (i)-(iii). Following any such assignment, such assets shall be deemed Acquired Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities Once an Assignment Consent is obtained 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 an Non-Assignable Assets as if Asset, Seller will sell, transfer, assign and deliver to Buyer all of Seller’s right, title and interest in and to such Non-Assignable Asset without further consideration. For clarity, the appropriate failure to obtain any Assignment Consents had been obtainedprior to Closing, including by granting subleasesdespite Xxxxxx’s commercially reasonable efforts to obtain such Assignment Consents, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer will not constitute a violation of any and all rights of Seller against a third party thereunderthe conditions to Buyer’s obligation to consummate the Closing set forth in Section 8.2.

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 of, or waiver by, a third party (each, an “Assignment a "Required Consent”"), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are Required Consent 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 the Purchasing Parties or their designee(s) shall not assume Seller’s the Selling Parties' 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 the Selling Parties' obligations under Section 56.7 or the Purchasing Parties' rights under Section 9.1, Seller each of the parties hereto shall use its commercially reasonable best efforts to obtain all such Assignment Required Consents as soon as reasonably practicable after the Closing Date and thereafter the Selling Parties shall assign to Buyer Purchaser or its designee 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. . (b) After the ClosingClosing and subject to payment of the Purchase Price by Purchaser pursuant to Section 2.1, Seller the Selling Parties shall cooperate with Buyer, at Seller’s expense, the Purchasing Parties in any reasonable arrangement designed to provide Buyer the Purchasing Parties or their designee(s) with all of the benefits of the Non-Assignable Assets after the Closing as if the appropriate Assignment Required Consents had been obtained, including by granting subleases, subleases or other rights and establishing arrangements whereby Buyer the Purchasing Parties or their designee(s) 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 thereunderContracts.

Non-Assignable Assets. Notwithstanding (a) In the foregoingevent that a contract, if any property, right or other asset of Sellers constitutes a part of the Acquired Purchased Assets are not assignable and if the attempted sale, transfer or transferable (each, a “Non-Assignable Asset”) assignment thereof to Buyer without the consent of, or waiver by, approval of another party or governmental entity would be ineffective or would constitute a third party (each, an “Assignment Consent”), either breach of contract or a violation of laws or would in any other way adversely affect the rights of Buyer as a result of the provisions thereof transferee or applicable Legal Requirements, assignee and any of such Assignment Consents are consent or approval is not obtained by Seller on or prior to the Closing DateDate (the “Delayed Transfer Assets”), this Agreement to the extent possible, (i) Sellers shall transfer a beneficial interest in or to such contracts, properties, rights or other assets (collectively, the “Beneficial Rights”) to Buyer, (ii) Buyer shall assume or discharge the obligations of Sellers under each such Beneficial Right as agent for Sellers, and Sellers shall act as Buyer’s agent in the related instruments receipt of any benefits, rights or interest received from the Beneficial Rights, and (iii) Sellers shall transfer control over the administration and enforcement of such contracts, properties, rights or other assets to Buyer. Sellers shall not constitute an use commercially reasonable efforts (and bear the costs of its efforts), to obtain and secure any and all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the contracts, properties, rights or other assets underlying the Beneficial Rights, including their formal assignment or transfer of such Non-Assignable Assetsnovation, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included if, as determined in writing in the Purchased Assets)sole discretion of Buyer, advisable. If there The Delayed Transfer Assets are Assignment Consents that listed on Section 2.5 to the Disclosure Schedule. (b) In the event any of the consents or approvals for the Delayed Transfer Assets listed as items 1-5 on Section 2.5 of the Disclosure Schedule (“Group A”) and items 6-7 on Section 2.5 of the Disclosure Schedule (“Group B”) (each of the consents or approvals in Group A and Group B, a “Delayed Transfer Asset Consent”) are not obtained by Seller by within ninety (90) days after the Closing Date, without limiting Seller’s obligations under Section 5, Seller Sellers shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign pay an administrative fee to Buyer such Non-Assignable Assets. Following any such assignmentdetermined as follows: (i) with respect to the Delayed Transfer Asset Consents in Group A, such assets (A) if none are obtained, the administrative fee shall be deemed Acquired Assets equal to $150,000.00, and (b) if some, but not all, of such Delayed Transfer Asset Consents are obtained, the Liabilities thereunder administrative fee shall be deemed Buyer Assumed Liabilities for purposes $150,000.00, prorated based on the number 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 Delayed Transfer Asset Consents had been listed under Group A not obtained, including divided by granting subleasesfive (5); and (ii) with respect to the Delayed Transfer Asset Consents in Group B, establishing arrangements whereby (a) if none are obtained, the administrative fee shall be equal to $50,000, and (b) if only one (1) such Delayed Transfer Asset Consent is obtained, the administrative fee shall be $50,000, prorated based on the number of Delayed Transfer Asset Consents in Group B not obtained, divided by two (2). Notwithstanding the foregoing, no administrative fee (or portion thereof) shall be due and owing with respect to any Delayed Transfer Asset Consent if, within such ninety (90) day period, the applicable Delayed Transfer Asset has otherwise expired, or Buyer shall undertake has otherwise entered into a contract with the work necessary counterparty 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 thereunderapplicable Delayed Transfer Asset.

Non-Assignable Assets. Notwithstanding (a) Nothing in this Agreement nor the foregoing, if any consummation of the Acquired Assets are Transactions contemplated hereby will be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer Subsidiary (provided, that this Section 1.6(a) will not assignable affect whether any asset, property or right will, once any required consent or waiver is obtained, be deemed to be a Purchased Asset for any other purpose under this Agreement) or for Buyer Subsidiary and its respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver has been obtained (eachcollectively, a the “Non-Assignable AssetAssets”). (b) without the consent ofSeller shall, and shall cause its Subsidiaries to, use its and their commercially reasonable efforts to obtain, or to cause to be obtained, the Seller Consents (as defined below). To the extent permitted by applicable Law, in the event any such consent or waiver bycannot be obtained prior to Closing, a third party (eachi) the Non-Assignable Assets subject thereto and affected thereby shall be held, an “Assignment Consent”as of and from the Closing, by Seller in trust for the benefit of Buyer Subsidiary, and all benefits and obligations existing thereunder will be for Buyer Subsidiary’s account, (ii) Buyer Subsidiary shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Seller) all of the covenants and obligations of Seller incurred after the Closing with respect to such Non-Assignable Assets, (iii) Seller shall take or cause to be taken, subject to the second sentence of this Section 1.6(b), either such actions in its name or otherwise as a result of Buyer may reasonably request so as to provide Buyer Subsidiary with the provisions thereof or applicable Legal Requirements, and any benefits of such Assignment Consents are not obtained by Seller on Non-Assignable Assets and to, using commercially reasonable efforts, effect the collection of money or prior to the Closing Date, this Agreement other consideration that becomes due and the related instruments of transfer shall not constitute an assignment or transfer of payable under such Non-Assignable Assets, and to pay over to Buyer all money or other consideration received by it in respect of such Non-Assignable Assets in accordance with Section 4.8, and (iv) Buyer and Seller shall not assume Seller’s rights mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the Collateral Agreements. If and when such consent or obligations under waiver is obtained, Seller shall, and shall cause its Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset to Buyer Subsidiary for no additional consideration. (c) As of 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 from the Closing Date, without limiting Seller’s obligations under Section 5Seller authorizes (and shall cause each of its Subsidiaries to authorize) Buyer Subsidiary, 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 extent permitted by applicable Law 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 terms of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtainedAssets, including by granting subleasesat Buyer Subsidiary’s expense, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts all the obligations and receive all the enforcement for the benefit of Buyer of any and all rights benefits of Seller against a third party thereunderand its Subsidiaries under the Non-Assignable Assets.

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. . (b) After the ClosingClosing and subject to payment of the Purchase Price by Purchaser pursuant to Section 2.1, Seller shall cooperate with Buyer, at Seller’s expense, Purchaser in any reasonable arrangement designed to provide Buyer Purchaser or its designee(s) with all of the rights and benefits of the Non-Assignable Assets after the Closing as if the appropriate Assignment Consents consent, approval or waiver had been obtained, including by granting subleases, sublicenses or other rights and establishing arrangements whereby Buyer Purchaser or its designee(s) shall have the benefits of and shall undertake the work necessary to perform under Seller’s the Seller Contracts and the (including enforcement for the benefit of Buyer Purchaser of any and all rights of Seller against a third any other party thereunderarising out of any breach or cancellation of any such Non-Assignable Assets by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require). Seller shall advise Purchaser in writing at least seven (7) Business Days prior to Closing with respect to any Seller Contract which Seller knows or has substantial reason to believe will or may not be assignable to Purchaser hereunder at the Closing.

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. . (b) After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, Purchaser in any reasonable arrangement designed to provide Buyer Purchaser 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 Purchaser 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 thereunderTransferred Contracts.

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 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 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 (a) Nothing in this Agreement nor the foregoingconsummation of the Transactions contemplated hereby shall be construed as an attempt or agreement to sell, if transfer, assign convey or deliver any Acquired Asset to Buyers or any of their Subsidiaries (provided that this Section 2.6(a) shall not affect whether any asset, property or right shall be deemed to be an Acquired Asset for any other purpose under this Agreement), or for Buyers or any of their Subsidiaries to assume any Assumed Liability, in each case which is not transferable or nonassignable, as applicable, without the Acquired Assets are not assignable consent or transferable waiver of a third party (eachincluding any Governmental Authority) or is cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party (including any Governmental Authority), a in each case unless and until such consent or waiver shall have been obtained (collectively, “Non-Assignable AssetAssets”). (b) without the consent ofSellers shall, and shall cause their Subsidiaries to, use their reasonable best efforts to obtain, or to cause to be obtained, all consents, approvals and waivers set forth on Section 5.3 of Sellers Disclosure Schedule on terms that will ensure that Buyers and their Subsidiaries maintain and preserve the rights and benefits under the Non-Assignable Assets following the consummation of the Transactions that were enjoyed by Sellers and their Subsidiaries as of the date hereof. To the extent permitted by applicable Law, in the event such consent, approval or waiver bycannot be obtained prior to Closing, a third party (eachi) the Non-Assignable Assets subject thereto and affected thereby shall be held, an “Assignment Consent”as of and from the Closing, by Sellers in trust for the benefit of Buyers, and all benefits and obligations existing thereunder shall be for Buyers’ account(s), either as a result (ii) Buyers shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Sellers) all of the provisions thereof covenants and obligations of Sellers incurred after the Closing with respect to such Non-Assignable Asset, (iii) Sellers shall take or applicable Legal Requirementscause to be taken at their own expense such actions in its name or otherwise as Buyers may reasonably request so as to provide Buyers with the benefits of such Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and any of such Assignment Consents are not obtained promptly pay over to Buyers all money or other consideration received by Seller on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer it in respect of such Non-Assignable Assets, and Buyer (iv) Buyers and Sellers shall not assume Seller’s rights mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the other Transaction Agreements. If and when such consent, approval or obligations under waiver is obtained, Sellers shall, and shall cause their Subsidiaries to, sell, transfer, assign, convey and deliver such Non-Assignable Asset (and such to Buyers or their applicable Subsidiaries for no additional consideration. Notwithstanding anything herein to the contrary, Seller shall not be obligated to commence or pursue any Action against any third party with respect to any 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 thereunderAsset.

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. (a) Notwithstanding 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 Acquired Assets are Purchased 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 Third Party or action by a Governmental Authority (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal RequirementsLaws, and any of such Assignment Consents are Consent is not obtained by Seller on or prior to the Closing Date, then 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 Without limiting the Pfizer Parties’ obligations under Section 8.4 or Section 9.1, each of the parties hereto, for a period of [***] following the Closing Date, without limiting Seller’s obligations under Section 5or longer to the extent provided for or contemplated by the Transition Services Agreement (the “Cooperation Period”), Seller shall use its commercially reasonable best efforts to obtain all such Assignment Consents; provided, however, that nothing in this Section 2.5(a) shall 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 fee or other payment, or incur any Liability, cost or out-of-pocket expense in connection with the efforts set forth in this Section 2.5(a), with any such Liabilities, costs or out-of-pocket expenses to be borne by NewCo. To the extent such Assignment Consents as soon as reasonably practicable after are obtained during the Closing Date and thereafter Cooperation Period, the Pfizer Parties shall assign to Buyer NewCo or its designee 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 . (b) During the ClosingCooperation Period, Seller the Pfizer Parties shall cooperate with Buyer, at Seller’s expense, NewCo in any commercially reasonable arrangement reasonably designed to provide Buyer NewCo or its designee with all of the net benefits of the Non-Assignable Assets after the Closing as if the appropriate Assignment Consents had been obtained, including by granting subleases, rights and establishing arrangements whereby Buyer NewCo or its designee shall undertake the work necessary to perform under Seller’s Contracts Assigned Contracts, provided, however, that none of the Pfizer Parties shall be required to (i) undertake any work that would constitute a breach of the Assigned Contracts, (ii) modify any of its respective rights in a manner adverse to the Pfizer Parties or (iii) incur any Liability, cost or out-of-pocket expense in connection therewith; provided further, that such benefits shall be calculated net of documented out-of-pocket additional costs in connection therewith (including Taxes). To the extent the benefits of a Non-Assignable Asset are made available to NewCo during the Cooperation Period, NewCo shall perform, at the direction of the applicable Pfizer Party, the obligations of such Pfizer Party under such Non-Assignable Asset and assume all Liabilities related thereto, and economically bear any out-of-pocket additional costs in connection with such Non-Assignable Asset (including Taxes). After the enforcement for Cooperation Period, the benefit of Buyer of any and all rights of Seller against a third party thereunderPfizer Parties shall continue to be subject to the obligations set forth in Section 9.2.

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. . (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 thereunderContracts.

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 Assigned Contract or other Purchased Asset, including any Governmental Approval identified on Schedule 1.1(e), is not assignable or transferable (each, a “Non-Assignable Asset”) without the consent 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 Legal Requirements, and any of such Assignment Consents are Consent 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 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 56.5, Seller each of the parties hereto shall use its commercially reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter after any such Assignment Consents are obtained the Seller Entities shall assign to Buyer Purchaser or its designee such Non-Assignable AssetsAssets for no additional consideration. 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 . (b) For a period of two (2) years after the ClosingClosing and subject to payment of the Purchase Price by Purchaser pursuant to Section 2.1, Seller shall and shall cause the Seller Subsidiaries and their Affiliates to (i) cooperate with Buyer, at Seller’s expense, Purchaser or its designees in any commercially reasonable arrangement designed to provide Buyer Purchaser or its designee with all of the rights and benefits of the Non-Assignable Assets after the Closing as if the appropriate Assignment Consents had been obtained, 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 Purchaser of any and all rights of any Seller Entity or its Affiliates against any other party arising out of any breach or cancellation of any such Non-Assignable Assets by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require), including by granting subleases or other rights and establishing arrangements whereby Purchaser or its designee shall undertake the obligation to perform under Assigned Contracts. Seller shall advise Purchaser in writing at least two (2) Business Days prior to the Closing with respect to any Assigned Contract or Governmental Approval that Seller knows or has substantial reason to believe will or may not be assignable or transferable to Purchaser hereunder at the Closing. (c) With respect to any Governmental Approval that is a third party thereunderNon-Assignable Asset, notwithstanding any other provision of this Agreement, the Seller Entities’ liabilities and obligations with respect thereto shall cease in all respects as of the date that is two (2) years after the Closing Date. On and after such date, the Seller Entities shall have no ongoing liabilities or obligations to Purchaser whatsoever in relation to such Governmental Approvals or the Products approved, cleared, marketed or sold under such Governmental Approvals, including any obligation to assist in the transfer of any such Governmental Approvals. On and after such date, the Seller Entities shall have the right, exercisable in their sole discretion, to cease, or cause to cease, the maintenance of such Governmental Approvals in the applicable issuing countries or territories, and to terminate the same.

Non-Assignable Assets. (a) Notwithstanding anything to the foregoingcontrary contained in this Agreement, if any of the Assigned Contracts or other Purchased Assets or Assumed Liabilities (other than the Acquired Assets Leases or Specified Data) are not assignable assignable, assumable 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 Requirementsof Applicable Law, and any of such Assignment Consents are not obtained by Seller on or prior to the applicable Closing Date, the applicable Buyer shall discharge and perform the obligations arising under any such Non-Assignable Asset from and after such Closing Date, to the extent provided under Section 2.3, but no Non-Assignable Asset shall be included in the Purchased Assets or Assumed Liabilities and transferred hereunder unless and until an Assignment Consent is obtained with respect thereto. (b) Following the Internet Closing Date and any Real Estate Closing Date, the Parties shall use commercially reasonable efforts, and shall cooperate with each other, to obtain promptly each Assignment Consent; provided, however, that neither Party nor any of its Affiliates shall be required to pay any consideration therefor. Subject to Section 10.3(b), once such Assignment Consent is obtained, the Seller shall, or shall cause its Subsidiaries to, sell, transfer and assign such Non-Assignable Asset to the applicable Buyer for no additional consideration. (c) To the extent that any Non-Assignable Asset cannot be provided to the applicable Buyer following a Closing pursuant to this Agreement Section 2.10, the applicable Buyer and the Seller shall use commercially reasonable efforts to enter into such arrangements (including, without limitation, subleasing, sublicensing or subcontracting) and take such other commercially reasonable actions to provide to the applicable Parties the economic (taking into account Tax costs and benefits) and, to the extent permitted under Applicable Law, operational equivalent of obtaining such Assignment Consent and the performance by the applicable Buyer of its obligations thereunder. To the extent permitted under Applicable Law, the Seller shall hold in trust for and pay to the applicable Buyer promptly upon receipt thereof, such Non-Assignable Assets and all income, proceeds and other monies received by the Seller to the extent related instruments of transfer to any such Non-Assignable Asset in connection with the arrangements under this Section 2.10. The Seller shall not constitute an assignment or transfer be permitted to set off against such amounts all direct costs and expenses associated with the retention and maintenance 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 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 foregoingThis Agreement shall not constitute a sale, assignment or transfer of any Purchased Asset if any of the Acquired Assets are not assignable such sale, assignment or transferable transfer: (each, a “Non-Assignable Asset”a) without violates applicable Law; or (b) requires the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of another Person which has not been obtained prior to the provisions thereof Closing. In the event any such consent or applicable Legal Requirements, and any of such Assignment Consents are waiver is not obtained by Seller on or prior to the Closing DateClosing, this Agreement following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent or waiver, or obtain a release, substitution or amendment with respect to an Assigned Contract that cannot be transferred; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, waiver, release, substitution or amendment is obtained, Seller shall sell, assign and transfer to Buyer the related instruments of relevant Purchased Asset to which such consent, waiver, release, substitution or amendment relates without requiring any additional consideration from the Buyer. Applicable sales, transfer shall not constitute an and other similar Taxes in connection with such sale, assignment or transfer shall be paid by Seller in accordance with this Section 5.02. 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 Non-Assignable AssetsPurchased 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 shall not assume Seller’s rights or obligations under such Non-Assignable Asset (promptly upon receipt thereof, all income, proceeds and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained other monies received by Seller by from and after the Closing Date, without limiting Seller’s obligations to the extent related to such Purchased Asset in connection with the arrangements under this Section 5, 5.02. Seller shall use its reasonable best efforts be permitted to obtain set off against such amounts all direct costs associated with the retention and maintenance of such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer such Non-Assignable Purchased 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 foregoingany other provision of this Agreement, if any of the Acquired Assets are Assigned Contract or other Purchased Asset, including any Governmental Approval identified on Schedule 1.1(c), is not assignable or transferable (each, a “Non-Assignable Asset”) without the consent consent, authorization or approval 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 Legal Requirements, and any of such Assignment Consents are Consent 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 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 Instead, the parties, for a period of six (6) months following the Closing Date, without limiting Seller’s obligations under Section 5shall, Seller shall in good faith, use its commercially reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after and, to the Closing Date and thereafter assign to Buyer extent such Assignment Consents are obtained during such six (6) month period, such Non-Assignable Assets. Following any such assignment, such assets Assets shall cease to be Non-Assignable Assets and shall be deemed Acquired to have been included within the Purchased Assets without any further action by any Person; provided, however, that nothing in this Section 1.5 shall require Seller or any of its Affiliates to pay any fee or other payment, or incur any Liability or out-of-pocket expense in connection with the efforts set forth in this Section 1.5, unless Purchaser reimburses in full Seller or its Affiliate for such fee, payment or out-of-pocket expense. (b) For a period of six (6) months after the Closing, and to the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of extent Purchaser continues to discharge its obligations under this Agreement. After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, Purchaser in any commercially reasonable arrangement arrangements designed to provide Buyer Purchaser or its designee with all of the benefits of the Non-Assignable Assets after the Closing as if the appropriate Assignment Consents had been obtained, including by granting subleases, subleases or other rights and establishing arrangements whereby Buyer Purchaser or its designee shall undertake the work necessary to perform under Seller’s Contracts and Assigned Contracts. To the enforcement for extent the benefit benefits of Buyer of any and all rights a Non-Assignable Asset are made available to Purchaser, whether during or after such six (6) month period, Purchaser shall perform the obligations of Seller against under such Non-Assignable Asset and assume all Liabilities related thereto. (c) Seller provides no assurances to Purchaser that any consent, authorization, approval or waiver of a third party thereundercontemplated by this Section 1.5 will be granted. Subject to compliance by Seller with the provisions of this Section 1.5, the parties acknowledge and agree that neither Seller nor its Affiliates shall be obligated to obtain any such authorization, approval, consent or waiver hereunder and neither (i) the failure to so actually obtain any such authorization, approval, consent or waiver in connection with the consummation of the Transaction in and of itself nor (ii) any default or termination or any Proceeding commenced or threatened by or on behalf of any Person to the extent arising out of any such failure to so actually obtain any such authorization, approval, consent or waiver in connection with the consummation of the Transaction in and of itself shall be deemed (A) a breach of any representation, warranty or covenant of Seller contained in this Agreement or (B) to cause any condition to Purchaser’s obligations to close the Transactions to be deemed not satisfied. If such consent is not obtained, Seller will be deemed to have fulfilled its obligations under this Agreement and under no circumstances shall the Purchase Price be reduced or Seller or its Affiliates be subject to any Liability on account of the failure to obtain any such authorization, approval, consent or waiver.

Non-Assignable Assets. (i) Notwithstanding the foregoing, if any of the Acquired Transferred Material Contracts or 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 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 Date, without limiting Seller’s obligations under Section 5Purchaser elects item (ii) above, 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. . (ii) After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, Purchaser in any reasonable arrangement designed to provide Buyer Purchaser 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 Purchaser shall undertake the work necessary to perform under Seller’s the Transferred Material Contracts pursuant to the Transition Services Agreement or such other agreement to be mutually agreed upon by the Parties. (iii) Seller and the enforcement for the benefit of Buyer Purchaser shall pay equal portions when due of any and all rights of Seller against a third party thereunderout-of-pocket costs, fees or expenses incurred in connection with obtaining such Assignment Consents.

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. This Section 2.1(e) shall at all times remain subject to ARTICLE VII. (ii) After the Closing, Seller the Sellers shall cooperate with Buyer, at Seller’s expense, the Purchasers in any reasonable arrangement designed to provide Buyer the Purchasers 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 the Purchasers 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 thereunderSellers Contracts.