Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of the Seller shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person would be ineffective or would constitute a breach of contract or a material violation of any Legal Requirement or would in any other way materially and adversely affect the rights of the Seller (or Buyer as transferee or assignee), and such consent or approval is not obtained at or prior to the Closing. In such case, for a period of 150 days following Closing (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; 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 Seller shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. During the Transition Period Seller shall use commercially reasonable efforts to secure, as promptly as practicable and at its own expense, 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 consents, approvals, waivers and authorizations were not obtained and delivered to Buyer at or prior to the Closing. During the Transition Period, Seller shall cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, including enforcement at the cost and for the account of Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any liability under such Contracts, properties, rights or assets, to the extent such liability constitutes an Assumed Liability. If and to the extent that by the end of the Transition Period an arrangement acceptable to Buyer with respect to Beneficial Rights cannot be made, or the requisite consents, approvals, waivers or authorizations are not obtained, then Buyer shall have no obligation with respect to any such Contract, property, right or other asset, and such Contract, property, right or other asset shall not be deemed to be an Asset and any related liability shall not be deemed an Assumed Liability, and, notwithstanding any contrary provision of this Agreement or any Related Agreement, Seller shall have no further obligation to use commercially reasonable efforts to secure such consents, approvals, waivers or authorizations after the end of the Transition Period. Notwithstanding anything to the contrary in this Section 2.5, the Seller shall be solely responsible for using commercially reasonable efforts to obtain, and shall use commercially reasonable efforts to obtain, all necessary consents to assignment on or prior to the Closing Date, and Buyer shall have no obligation to expend any money, incur any liability, commence any legal proceeding or offer or grant any accommodation (financial or otherwise) to any person or entity in connection with the process of obtaining the consents and approvals described in this Section 2.5.

Non-Assignable Assets. Notwithstanding anything Nothing in this Agreement will be construed as an attempt or agreement to assign any agreement, Contract or Permit the assignment of which requires the consent of a Governmental Authority or other third party (to the contrary extent otherwise intended to be assigned to Purchaser in connection with this AgreementAgreement and the transactions contemplated hereby, no Contractseach, properties, rights a “Non-Assignable Asset”) unless and until the relevant Governmental Authority’s or other assets third party’s consent to the assignment of such Non-Assignable Asset has been obtained. Each Seller will, and will cause their respective Affiliates to, use its best efforts to obtain the consents of the relevant third parties to the assignment to Purchaser of the Non-Assignable Assets and will cooperate with Purchaser at its request in endeavoring to obtain such consents. If, as a condition to obtaining such consent to the assignment or transfer of a Non-Assignable Asset, it shall be necessary for any Seller to cure any defaults thereunder or renew any expired Contract or Permit, then such Seller shall be deemed soldperform such acts, transferred pay such sums and cure any such default and renew any such Contract or assigned Permit. Each Seller will pay when due all costs and expenses associated with obtaining such consents and will promptly reimburse Purchaser for any and all Damages incurred by Purchaser or its Affiliates arising in connection with the failure to Buyer pursuant obtain a consent to this Agreement if a Non-Assignable Contract or the attempted sale, transfer or assignment thereof failure to Buyer without the consent or approval of any other Person would be ineffective or would constitute a breach of contract or a material violation of any Legal Requirement or would in any other way materially and adversely affect the rights of the Seller (or Buyer as transferee or assignee), and obtain such consent or approval is not obtained at or prior to the applicable Closing at which such Contract or Permit was to be assigned. To the extent permitted by Applicable Law, in the event consents to the assignment thereof cannot be obtained, each Seller shall hold such Non-Assignable Assets in trust for Purchaser and the covenants and obligations thereunder will be performed by Purchaser in such Seller’s name, and all benefits and obligations existing thereunder will be for Purchaser’s account. From and after the applicable Closing, each Seller will take or cause to be taken with respect to the Non-Assignable Assets, only such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Non-Assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-Assignable Assets, and each Seller will promptly pay over to Purchaser all money or other consideration received by it in respect of all Non-Assignable Assets. In such caseAs of and from the applicable Closing Date, for a period of 150 days following Closing (the “Transition Period”)each Seller authorizes Purchaser, to the extent possiblepermitted by Applicable Law and the terms of the Non-Assignable Assets, (a) the beneficial interest in or at Purchaser’s expense, to such Contracts, properties, rights or assets (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement; and (b) pending such consent or approval, Buyer shall discharge perform all the obligations of the Seller under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for the Seller, and the Seller shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. During the Transition Period Seller shall use commercially reasonable efforts to secure, as promptly as practicable and at its own expense, any consents, approvals, waivers and authorizations required in connection with the transactions contemplated by this Agreement, including, without limitation, receive all Required Consents and Other Consents, to the extent such consents, approvals, waivers and authorizations were not obtained and delivered to Buyer at or prior to the Closing. During the Transition Period, Seller shall cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights Seller under the Non-Assignable Assets and assets, including enforcement at the cost and for the account of Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and appoints Purchaser its attorney-in-fact 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 act in its name on its behalf with respect to Beneficial Rights cannot be made, or the requisite consents, approvals, waivers or authorizations are not obtained, then Buyer shall have no obligation with respect to any such Contract, property, right or other asset, and such Contract, property, right or other asset shall not be deemed to be an Asset and any related liability shall not be deemed an Assumed Liability, and, notwithstanding any contrary provision of this Agreement or any Related Agreement, Seller shall have no further obligation to use commercially reasonable efforts to secure such consents, approvals, waivers or authorizations after the end of the Transition Periodthereto. Notwithstanding anything to the contrary Nothing in this Section 2.5, the Seller 2.9 shall be solely responsible for using commercially reasonable efforts affect Purchaser’s right to obtain, and shall use commercially reasonable efforts to obtain, all necessary consents to assignment on or prior to the Closing Date, and Buyer shall have no obligation to expend any money, incur any liability, commence any legal proceeding or offer or grant any accommodation (financial or otherwise) to any person or entity in connection with the process of obtaining the consents and approvals described in this Section 2.5indemnification hereunder.

Non-Assignable Assets. (a) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, no Contracts, properties, rights or other assets of the Seller shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, shall not constitute an agreement to assign or transfer any Purchased Asset that is not assignable or assignment thereof to Buyer transferable without the consent or approval of any Person, other Person would be ineffective than Seller, Stryker, Purchaser or would constitute a breach any 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 (or Buyer as transferee or assignee), and such consent or approval is not obtained at or prior to the Closing. In such case, for a period of 150 days following Closing (the “Transition Period”)their respective Affiliates, 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; and (b) pending that 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 Seller shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. During the Transition Period Seller shall use commercially reasonable efforts to secure, as promptly as practicable and at its own expense, 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 consents, approvals, waivers and authorizations were not obtained and delivered to Buyer at or have been given prior to the Closing. During the Transition PeriodClosing (each, a “Nonassigned Asset”); provided, however, that Seller and Stryker shall cooperate with Buyer in any other reasonable arrangement designed use, both prior to provide for Buyer the benefits of such Contracts, properties, rights and assets, including enforcement at the cost and for the account of Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any liability under such Contracts, properties, rights or assets, to the extent such liability constitutes an Assumed Liability. If and to the extent that by the end of the Transition Period an arrangement acceptable to Buyer with respect to Beneficial Rights cannot be made, or the requisite consents, approvals, waivers or authorizations are not obtained, then Buyer shall have no obligation with respect to any such Contract, property, right or other asset, and such Contract, property, right or other asset shall not be deemed to be an Asset and any related liability shall not be deemed an Assumed Liability, and, notwithstanding any contrary provision of this Agreement or any Related Agreement, Seller shall have no further obligation to use commercially reasonable efforts to secure such consents, approvals, waivers or authorizations twelve (12) months after the end of the Transition Period. Notwithstanding anything to the contrary in this Section 2.5Closing, the Seller shall be solely responsible for using commercially reasonable efforts to obtain, and Purchaser shall use its commercially reasonable efforts to obtainassist and cooperate with Seller and Stryker in connection therewith, all necessary consents to the assignment on or prior and transfer of each Nonassigned Asset, and shall keep Purchaser reasonably informed as to the Closing Datestatus of such efforts; provided, and Buyer further, that none of Seller, Stryker, Purchaser or any of their respective Affiliates shall have no obligation be required to expend pay money to any money, incur any liabilityThird Party, commence any legal proceeding litigation or offer or grant any accommodation (financial or otherwise) to any person Third Party in connection with such efforts. With respect to any Nonassigned Asset, for a period beginning on the Closing and ending on the earlier of (i) the time such requisite consent is obtained and such Nonassigned Asset is transferred and assigned to Purchaser or entity (ii) the date that is twelve (12) months after the Closing, Seller and Stryker shall use commercially reasonable efforts to provide to Purchaser substantially comparable benefits thereof and shall enforce, at the request of and for the benefit of Purchaser, any rights of Seller or Stryker arising thereunder against any Person, including the right to seek any available remedies or to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. To the extent that Seller or Stryker provides Purchaser with benefits of any Nonassigned Asset, Purchaser shall perform, as reasonably directed by Seller, the related obligations of Seller and Stryker thereunder. (b) Seller and Stryker provides no assurances to Purchaser that any consent, authorization, approval or waiver of a Third Party contemplated by this Section 2.03 will be granted. Subject to compliance by Seller and Stryker with the provisions of this Section 2.03, the Parties acknowledge and agree that neither Seller, Stryker nor any of their 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 process consummation of obtaining the consents transactions contemplated by this Agreement in and approvals described of itself nor (ii) any default or termination or any lawsuit, action, claim, proceeding or investigation 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 transactions contemplated by this Agreement in and of itself shall be deemed (x) a breach of any representation, warranty or covenant of Seller or Stryker contained in this Section 2.5Agreement or (y) to cause any condition to Purchaser’s obligations to close the transactions contemplated by this Agreement to be deemed not satisfied.

Non-Assignable Assets. Notwithstanding anything contained herein to the contrary in contrary, Section 2.1 of this Agreement, no Agreement shall not require the assignment or sublicense of any of the Assumed Contracts, propertiesor license agreement for the Transferred Business Applications licensed to Seller or Designated Sellers by Third Parties, rights if any assignment or attempted assignment of the same without the consent of any Person, other assets than of the Seller shall be deemed soldor any of its Affiliates, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person would be ineffective or would constitute a breach thereof, or if such Assumed Contract or license agreements for the Transferred Business Applications may not, by virtue of contract Law, be assigned or a material violation sublicensed and (the requirement for such consent is disclosed with respect to such Assumed Contract or Transferred Business Applications in Schedule 1.1(37) (the “Non-Assignable Assets”). The Seller shall, prior to and after the applicable Closing Date, and shall cause the Designated Sellers to, use their commercially reasonable efforts, and the Purchaser shall cooperate in all reasonable respects with the Seller, to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey (or sublicense, in the case of Assumed Contracts, or license agreements for the Transferred Business Applications consisting of licenses that are not assignable without the consent of the licensor) any Legal Requirement of the Assets to the Purchaser; provided, however, that except as otherwise provided in Section 5.9, such efforts by the Seller or would in any other way materially and adversely affect the rights Designated Seller shall not include any requirement of the Seller (or Buyer as transferee any of its Affiliates to pay money, commence any litigation, or assignee)offer or grant any accommodation, financial or otherwise, to any Third Party, except that the Seller and the applicable Designated Seller, on the one hand, and the Purchaser and applicable Designated Purchaser, on the other hand, shall each pay half of any amounts that are required under the terms of such consent Assumed Contracts or approval is not obtained at Transferred Business Applications to be paid in connection with such assignment or sublicense, or provided to have been paid prior to the Closingapplicable Closing Date (including any payments for maintenance and support for periods, or portions, therefore, ending before the applicable Closing Date). In If any such caseNon-Assignable Assets are not able to be assigned or transferred (whether because a consent in respect of any Non-Assignable Assets could not be obtained or otherwise), for a period (x) the Seller shall (and shall cause the Designated Sellers to) use their commercially reasonable efforts (it being understood that such efforts shall not include any requirement of 150 days following Closing (the “Transition Period”)Seller or any of its Affiliates to pay money, commence litigation, or offer or grant any accommodation, financial or otherwise, other than provided above, to provide or cause to be provided to the Purchaser, to the extent possible, (a) the beneficial interest in or to such Contracts, properties, rights or assets (collectivelypermitted by applicable Law, the “Beneficial Rights”) shall benefits of any such Non-Assignable Assets and cooperate with Purchaser or the applicable Designated Purchaser in any event pass at the Closing to Buyer under this 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 Seller shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. During the Transition Period Seller shall use commercially reasonable efforts to secure, as promptly as practicable and at its own expense, 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 consents, approvals, waivers and authorizations were not obtained and delivered to Buyer at or prior to the Closing. During the Transition Period, Seller shall cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer Purchaser or the applicable Designated Purchaser the material benefits of such Contracts, properties, rights and assetsintended to be assigned under the relevant Asset, including enforcement at the cost and for the account of Buyer Purchaser or a Designated Purchaser of any and all rights of Seller or the applicable Designated Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for ; (y) the discharge of any liability under such Contracts, properties, rights or assets, Seller shall (to the extent such liability constitutes an Assumed Liability. If and the Purchaser has undertaken the responsibilities thereunder) promptly pay or cause to be paid to the extent that Purchaser all monies received by the end Seller or any 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 its Affiliates with respect to any such ContractNon-Assignable Asset; and (z) the Purchaser shall, propertyto the extent the Seller or Seller’s Affiliates are able to provide the benefits of such Non-Assignable Assets and comply with (y) above, right perform and discharge on behalf of each of the Seller or other assetany Designated Seller all of the Seller’s or such Designated Seller’s debts, liabilities, obligations or commitments, if any, thereunder, and such Contract, property, right or other asset shall not be deemed subject to be an Asset and any related liability shall not be deemed an Assumed Liability, and, notwithstanding any contrary provision of this Agreement or any Related Agreement, Seller shall have no further obligation to use commercially reasonable efforts to secure such consents, approvals, waivers or authorizations after the end of the Transition Period. Notwithstanding anything to the contrary in this Section 2.5, the Seller shall be solely responsible for using commercially reasonable efforts to obtain, and shall use commercially reasonable efforts to obtain, all necessary consents to assignment on or prior to the Closing Date, and Buyer shall have no obligation to expend any money, incur any liability, commence any legal proceeding or offer or grant any accommodation (financial or otherwise) to any person or entity in connection accordance with the process of obtaining the consents and approvals described in this Section 2.5provisions thereof.

Non-Assignable Assets. Notwithstanding anything to the contrary in this Agreement, no Contractsthis Agreement shall not constitute an agreement to assign any interest in any instrument, propertiescontract, rights lease or other assets agreement or arrangement or any claim, right or benefit, if an assignment without the consent of a third party would constitute a breach or violation thereof and would adversely affect Seller’s ability to convey the interest or impair the interest as conveyed to Buyer. Seller shall use best efforts to obtain each of the required consents or waivers of third parties set forth in Section 1.11 of the Seller shall be deemed soldDisclosure Schedule, transferred or assigned in each case in form and substance reasonably satisfactory to Buyer pursuant to this Agreement (the “Required Consents”), within ninety (90) days following the Closing. If a Required Consent is not obtained within such 90-day period following the Closing Date, or if the an attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person would be ineffective or would constitute a breach of contract or a material violation of any Legal Requirement or would in any other way materially and adversely affect Seller’s ability to convey the rights of the Seller (or Buyer as transferee or assignee)interest unimpaired, and such consent or approval is not obtained then, at or prior to the Closing. In such caseXxxxx’s request, for a period of 150 days following Closing (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; 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 Seller shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. During the Transition Period Seller shall use commercially reasonable best efforts to secure, as promptly as practicable and at its own expense, 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 consents, approvals, waivers and authorizations were not obtained and delivered to Buyer at or prior to the Closing. During the Transition Period, Seller shall cooperate with Buyer in any other reasonable arrangement designed arrangement, including performance by Seller or Buyer, as the case may be, as agent for the other, in order to provide for cause Buyer to receive the benefits of such Contracts, properties, rights and assetsinterest, including enforcement at the cost but not limited to all revenue, Receivables and for the account of Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by cash flow under such other party or otherwiseinterest, and to provide for accept the discharge of any liability burdens and perform the obligations, 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 Contractinstrument, propertycontract, lease or other agreement or arrangement or any such claim, right or benefit all as of the Closing; provided, however, that the Parties will continue to use their best efforts after the Closing to obtain the applicable Required Consent. Any transfer or assignment to Buyer by Seller of any interest under any such instrument, contract, lease or other asset, and agreement or arrangement or any such Contract, propertyclaim, 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 benefit that requires the consent of this Agreement or any Related Agreement, Seller 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. Notwithstanding anything to the contrary in this Section 2.5, the Seller a third party shall be solely responsible for using commercially reasonable efforts made subject to obtain, and shall use commercially reasonable efforts to obtain, all necessary consents to assignment on such consent or prior to the Closing Date, and Buyer shall have no obligation to expend any money, incur any liability, commence any legal proceeding or offer or grant any accommodation (financial or otherwise) to any person or entity in connection with the process of obtaining the consents and approvals described in this Section 2.5approval being obtained.

Non-Assignable Assets. Notwithstanding anything (a) This Agreement will not constitute an assignment or transfer, or an attempted assignment or transfer, of any License and Permit or Contract which, but for this Section 2.6(a), would constitute a Contributed Asset (a "Non-Assignable Asset"), if and to the contrary in this Agreement, no Contracts, properties, rights extent that the assignment or other assets transfer of the Seller shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without such Non-Assignable Asset: (i) would require the consent or approval waiver of a third party, including any other Person would be ineffective Governmental Authority, and such consent or waiver has not been obtained; (ii) would constitute a breach of contract or the terms of such Non-Assignable Asset; or (iii) would constitute a material violation of any Legal Requirement Law or would Decrees. (b) The AAC LLCs and the AAC Companies will use their best efforts to obtain the consents and waivers and to resolve the impracticalities of assignment referred to in Section 2.6(a) and in the meantime the AAC LLCs and the AAC Companies will use their best efforts to obtain for the AAC LLCs the benefit of any other way materially Non-Assignable Asset, subject to the corresponding liabilities and adversely affect obligations. (c) To the rights of the Seller (or Buyer as transferee or assignee), and such extent that any consent or approval waiver referred to in Section 2.6(a) is not obtained at or prior by the AAC Companies until the impracticalities of assignment referred to in Section 2.6(a) are resolved, the AAC Companies will use their reasonable best efforts to (i) provide to the Closing. In AAC LLCs the benefits of any Non-Assignable Asset, (ii) cooperate in any reasonable and lawful arrangement designed to provide such case, for a period of 150 days following Closing (the “Transition Period”), benefits to the AAC LLCs, and (iii) at the request of the Company, enforce for the account of the AAC LLCs any right of the AAC Companies arising from any Non-Assignable Asset against such issuer or the other party or parties referred to in Section 2.6(a) (including the right to elect to terminate in accordance with the terms of such Non-Assignable Asset on the advice of the Company). (d) To the extent possible, (a) that the beneficial interest in or AAC LLCs are provided the benefits pursuant to such Contracts, properties, rights or assets (collectivelythis Section 2.6 of any Non-Assignable Asset, the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this Agreement; and (b) pending such consent or approval, Buyer shall discharge AAC LLCs will perform the obligations of the Seller AAC Companies under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for the Seller, and the Seller shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. During the Transition Period Seller shall use commercially reasonable efforts to secure, as promptly as practicable and at its own expense, any consents, approvals, waivers and authorizations required in connection with such Non-Assignable Asset; provided that neither the transactions contemplated by this Agreement, including, without limitation, all Required Consents and Other Consents, to the extent such consents, approvals, waivers and authorizations were not obtained and delivered to Buyer at or prior to the Closing. During the Transition Period, Seller shall cooperate with Buyer in Company nor any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, including enforcement at the cost and for the account of Buyer of any and all rights of the Seller against the other party thereto arising out of the breach AAC LLCs shall have any obligation or cancellation thereof by such other party or otherwise, and to provide for the discharge of any liability under such Contracts, properties, rights any Licenses and Permits or assets, Contracts as to which 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 AAC LLCs are not obtained, then Buyer shall have no obligation with respect to provided any such Contract, property, right or other asset, and such Contract, property, right or other asset shall not be deemed to be an Asset and any related liability shall not be deemed an Assumed Liability, and, notwithstanding any contrary provision of this Agreement or any Related Agreement, Seller shall have no further obligation to use commercially reasonable efforts to secure such consents, approvals, waivers or authorizations after the end of the Transition Period. Notwithstanding anything to the contrary in this Section 2.5, the Seller shall be solely responsible for using commercially reasonable efforts to obtain, and shall use commercially reasonable efforts to obtain, all necessary consents to assignment on or prior to the Closing Date, and Buyer shall have no obligation to expend any money, incur any liability, commence any legal proceeding or offer or grant any accommodation (financial or otherwise) to any person or entity in connection with the process of obtaining the consents and approvals described in this Section 2.5benefits.

Non-Assignable Assets. Notwithstanding anything Anything contained in this Agreement to the contrary in notwithstanding, this AgreementAgreement shall not constitute an agreement or an attempted agreement to transfer, no Contractssublease or assign any contract, propertieslicense, rights lease, commitment, sales order, purchaser order or other assets agreement, or any claim or right of the Seller shall be deemed soldany benefit arising thereunder or resulting therefrom if any such attempted transfer, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer sublease or assignment thereof to Buyer thereof, without the consent or approval of any other Person party thereto, would constitute a breach thereof or in any way affect the rights of the Purchaser thereunder (the "Non-Assignable Assets"). Each Seller and Stockholder shall, if requested by the Purchaser after the Closing Date, use its reasonable efforts to obtain any such consent. If any such consent is not obtained, or if any attempted assignment thereof would be ineffective or would constitute a breach of contract or a material violation of any Legal Requirement or would in any other way materially and adversely affect the rights of any of the Seller (or Buyer as transferee or assignee)Sellers thereunder such that the Purchaser would not in fact receive all such rights, on and such consent or approval is not obtained at or prior to the Closing. In such case, for a period of 150 days following Closing (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 after the Closing to Buyer under this Agreement; and (b) pending Date, each such consent or approval, Buyer Non-Assignable Asset shall discharge be held by the obligations of the Seller under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent Sellers in trust for the SellerPurchaser, and the Seller Sellers shall act as Buyer’s agent in perform such agreement for the receipt account of any benefits, rights the Purchaser or interest received from the Beneficial Rights. During the Transition Period Seller shall use commercially reasonable efforts to secure, as promptly as practicable and at its own expense, any consents, approvals, waivers and authorizations required in connection otherwise cooperate with the transactions contemplated by this AgreementPurchaser in any arrangement necessary or desirable to provide for the Purchaser the benefits under any such agreement, including, without limitation, all Required Consents and Other Consents, to the extent such consents, approvals, waivers and authorizations were not obtained and delivered to Buyer at or prior to the Closing. During the Transition Period, Seller shall cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets, including enforcement at the cost and for the account benefit of Buyer the Purchaser of any and all rights of any of the Seller Sellers against the other party thereto arising out of the breach breach, termination or cancellation thereof of such agreement by such other party or otherwise. The Sellers will take or cause to be taken such action in the Sellers' names or otherwise as the Purchaser may reasonably request, at the Purchaser's sole cost and expense, so as to provide the Purchaser with the benefits of the Non-Assignable Assets and to provide for effect collection of money or other consideration to become due and payable under the discharge Non-Assignable Assets and the Sellers shall promptly pay over to the Purchaser all money or other consideration received by any of any liability under such Contractsthem or their Affiliates in respect of Non-Assignable Assets. As and from the Closing Date, properties, rights or assetsthe Sellers authorize the Purchaser, to the extent permitted by applicable law and the terms of the Non- Assignable Assets, at the Purchaser's sole cost and expense, to perform all of the obligations and receive all of the benefits under the Non-Assignable Assets and appoint the Purchaser their attorney-in-fact to act in their names and on their behalf with respect thereto. Notwithstanding the foregoing, this Agreement shall not constitute an agreement by the Sellers to assign or delegate, or by the Purchaser to assume and agree to pay, perform or otherwise discharge, any Non-Assignable Asset if an attempted assignment, delegation or assumption thereof without the consent of a third Person would constitute a breach thereof unless and until such liability constitutes an Assumed Liabilityconsent is obtained. If and The foregoing shall not limit, waive or otherwise affect the Purchaser's right to not close the transactions contemplated by this Agreement to the extent that by the end receipt of any consent to the transfer, sublease or assignment of any contract, license, lease, commitment, sales order, purchaser order or other agreement is a condition to the obligation of the Transition Period an arrangement acceptable Purchaser to Buyer with respect to Beneficial Rights cannot be made, or the requisite consents, approvals, waivers or authorizations are not obtained, then Buyer shall have no obligation with respect to any such Contract, property, right or other asset, and such Contract, property, right or other asset shall not be deemed to be an Asset and any related liability shall not be deemed an Assumed Liability, and, notwithstanding any contrary provision of this Agreement or any Related Agreement, Seller shall have no further obligation to use commercially reasonable efforts to secure such consents, approvals, waivers or authorizations after the end of the Transition Period. Notwithstanding anything to the contrary in this Section 2.5, the Seller shall be solely responsible for using commercially reasonable efforts to obtain, and shall use commercially reasonable efforts to obtain, all necessary consents to assignment on or prior to the Closing Date, and Buyer shall have no obligation to expend any money, incur any liability, commence any legal proceeding or offer or grant any accommodation (financial or otherwise) to any person or entity in connection with the process of obtaining the consents and approvals described in this Section 2.5close hereunder.

Non-Assignable Assets. Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets In those cases where any of the Seller shall be deemed sold, transferred Purchased Assets are not by their terms assignable or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without which require the consent or approval of any other Person would be ineffective or would constitute a breach of contract or a material violation of any Legal Requirement or would in any other way materially and adversely affect the rights of the Seller (or Buyer as transferee or assignee), and such consent or approval is not obtained at or prior to the Closing. In such case, for a period of 150 days following Closing (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; 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 Seller shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. During the Transition Period Seller shall use commercially reasonable efforts to secure, as promptly as practicable and at its own expense, any consents, approvals, waivers and authorizations required third party in connection with the transactions contemplated by this Agreement, includingSellers shall, prior to and after the applicable Closing Date, use their reasonable best efforts, and Buyers shall cooperate in all reasonable respects with Sellers, to obtain all consents and waivers and to resolve all impracticalities of assignments and transfers necessary to convey any such Owned Assets to Buyers or give Buyers the right to any Leased Assets or Licensed Assets pursuant to the terms of any such leases or licenses covering the Leased Assets or the Licensed Assets, respectively. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any of the Purchased Assets if any actual or attempted assignment or transfer thereof without limitationthe consent of any party thereto other than Sellers or any of their Affiliates would constitute a breach thereof or otherwise not be permitted under applicable Law, all Required Consents and Other Consentsincrease any obligation of Sellers thereunder in any material respect or create any additional material obligation of Sellers thereunder ("Non-Assignable Assets"). If any such Non-Assignable Assets are not able to be assigned or transferred, Sellers shall use their reasonable best efforts to provide or cause to be provided to the applicable Buyer, to the extent such consentspermitted by applicable Law, approvals, waivers and authorizations were not obtained and delivered to Buyer at or prior to the Closing. During the Transition Period, Seller shall cooperate with Buyer in any other reasonable arrangement designed to provide for Buyer the benefits of any such Contracts, properties, rights Non-Assignable Assets and assets, including enforcement at the cost and for the account of Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any liability under such Contracts, properties, rights or assets, (i) Sellers shall (to the extent such liability constitutes an Assumed Liability. If the applicable Buyer has assumed in writing all duties and responsibilities thereunder) [a] promptly pay or cause to be paid to the extent that applicable Buyer all monies received 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 applicable Seller with respect to any such Contract, property, right or Non-Assignable Asset (other asset, and such Contract, property, right or other asset shall not be deemed to be an Asset and than any related liability shall not be deemed an Assumed Liability, and, notwithstanding any contrary provision of this Agreement or any Related Agreement, Seller shall have no further obligation to use commercially reasonable efforts to secure such consents, approvals, waivers or authorizations after the end portion of the Transition Period. Notwithstanding anything Purchase Price) and [b] enforce, at the written request and at the sole expense of the applicable Buyer, any rights of the applicable Seller arising with respect thereto (including the right to terminate in accordance with the terms thereof upon the advice of the applicable Buyer) and (ii) provided that the applicable Buyer receives the benefit of any such Non-Assignable Assets, such Buyer shall perform and discharge on behalf of the applicable Seller all of such Seller's Liabilities, if any, thereunder relating to the contrary period following the applicable Closing Date, in this Section 2.5, accordance with the provisions thereof other than those arising by reason of a breach or nonperformance by the applicable Seller shall be solely responsible for using commercially reasonable efforts to obtain, and shall use commercially reasonable efforts to obtain, all necessary consents to assignment on or prior to the applicable Closing Date, and Buyer shall have no obligation with respect to expend any money, incur any liability, commence any legal proceeding or offer or grant any accommodation (financial or otherwise) to any person or entity in connection with the process of obtaining the consents and approvals described in this Section 2.5such Non-Assignable Assets.

Non-Assignable Assets. 5.1.1. Notwithstanding anything to the contrary in this Agreement, no Contractsto the extent that any Contract, properties, rights Lease or other assets right, interest or asset that would otherwise be an Asset is not capable of the Seller shall be deemed sold, being transferred or assigned to Buyer pursuant to this Agreement if Purchaser in connection with the attempted sale, transfer or assignment thereof to Buyer Closing without the consent or approval waiver of any other a third Person (including a Regulatory Authority) that has not been obtained on or before the Closing Date or such transfer or assignment would be ineffective result in the breach or would constitute a breach of contract or a material violation of any Legal such Contract or Lease or any applicable Requirement of Law, Seller will be deemed not to have assigned or would in any other way materially and adversely affect the rights of the Seller (transferred or Buyer as transferee attempted to assign or assignee)transfer, and such consent will not be obligated to assign or approval is not obtained at transfer to Purchaser any direct or prior to the Closing. In such caseindirect right, for a period of 150 days following Closing (the “Transition Period”), to the extent possible, (a) the beneficial title or interest in or to any such ContractsContract, propertiesLease or other right, rights interest or assets asset (collectivelyeach, the an “Beneficial RightsUnassigned Asset”) without first having obtained all necessary consents and waivers. Seller will use its reasonable best efforts to obtain such consents and waivers as may be necessary to cure such potential breach or violation. 5.1.2. With respect to such Unassigned Assets, Seller will use its reasonable best efforts to (i) provide to Purchaser the benefits thereof and shall promptly pay to Purchaser when received all monies received by Seller under any such Contract or Lease and the proceeds of or other amounts relating to any other Unassigned Assets, (ii) cooperate in any event pass at the Closing to Buyer under this 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 Seller shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. During the Transition Period Seller shall use commercially reasonable efforts to secure, as promptly as practicable and at its own expense, 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 consents, approvals, waivers and authorizations were not obtained and delivered to Buyer at or prior to the Closing. During the Transition Period, Seller shall cooperate with Buyer in any other reasonable lawful arrangement designed to provide for Buyer the such benefits of such Contracts, properties, rights to Purchaser and assets, including enforcement (iii) enforce at the cost request of Purchaser and for the account of Buyer of Purchaser, any and all rights of Seller arising from any such Contract or Lease or other Unassigned Asset (including the right to elect to terminate such Contract or Lease in accordance with the terms thereof upon the reasonable request of Purchaser). 5.1.3. To the extent that Purchaser is provided the benefits referred to in this Section 5.1, Purchaser will, at its sole cost and expense, perform the obligations arising under such Contracts and Lease or with respect to such other Unassigned Assets for the benefit of Seller against and the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any liability under such Contracts, properties, rights or assets, to the extent such liability constitutes an Assumed Liability. If and to the extent that by the end of the Transition Period an arrangement acceptable to Buyer with respect to Beneficial Rights cannot be made, or the requisite consents, approvals, waivers or authorizations are not obtained, then Buyer shall have no obligation with respect to any such Contract, property, right or other asset, and such Contract, property, right or other asset shall not be deemed to be an Asset and any related liability shall not be deemed an Assumed Liability, and, notwithstanding any contrary provision of this Agreement or any Related Agreement, Seller shall have no further obligation to use commercially reasonable efforts to secure such consents, approvals, waivers or authorizations after the end of the Transition Period. Notwithstanding anything to the contrary in this Section 2.5, the Seller shall be solely responsible for using commercially reasonable efforts to obtain, and shall use commercially reasonable efforts to obtain, all necessary consents to assignment on or prior to the Closing Date, and Buyer shall have no obligation to expend any money, incur any liability, commence any legal proceeding or offer or grant any accommodation (financial or otherwise) to any person or entity in connection with the process of obtaining the consents and approvals described in this Section 2.5parties thereto.

Non-Assignable Assets. Notwithstanding anything to the contrary in this Agreement, no Contractsthis Agreement shall not constitute an agreement to assign any interest in any instrument, propertiescontract, rights lease or other assets agreement or arrangement or any claim, right or benefit, if an assignment without the consent of a third party would constitute a breach or violation thereof and would adversely affect Seller’s ability to convey the interest or impair the interest as conveyed to Buyer. Seller shall use best efforts to obtain each of the required consents or waivers of third parties set forth in Section 1.10 of the Seller shall be deemed soldDisclosure Schedule, transferred or assigned in each case in form and substance reasonably satisfactory to Buyer pursuant to this Agreement (the “Required Consents”), within ninety (90) days following the Closing. If a Required Consent is not obtained within such 90-day period following the Closing Date, or if the an attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person would be ineffective or would constitute a breach of contract or a material violation of any Legal Requirement or would in any other way materially and adversely affect Seller’s ability to convey the rights of the Seller (or Buyer as transferee or assignee)interest unimpaired, and such consent or approval is not obtained then, at or prior to the Closing. In such case, for a period of 150 days following Closing (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; 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 Seller shall act as Buyer’s agent in the receipt of any benefitsrequest, rights or interest received from the Beneficial Rights. During the Transition Period Seller shall use commercially reasonable best efforts to secure, as promptly as practicable and at its own expense, 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 consents, approvals, waivers and authorizations were not obtained and delivered to Buyer at or prior to the Closing. During the Transition Period, Seller shall cooperate with Buyer in any other reasonable arrangement designed arrangement, including performance by Seller or Buyer, as the case may be, as agent for the other, in order to provide for cause Buyer to receive the benefits of such Contracts, properties, rights and assetsinterest, including enforcement at the cost but not limited to all revenue, Receivables and for the account of Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by cash flow under such other party or otherwiseinterest, and to provide for accept the discharge of any liability burdens and perform the obligations, 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 Contractinstrument, propertycontract, lease or other agreement or arrangement or any such claim, right or benefit all as of the Closing; provided, however, that the Parties will continue to use their best efforts after the Closing to obtain the applicable Required Consent. Any transfer or assignment to Buyer by Seller of any interest under any such instrument, contract, lease or other asset, and agreement or arrangement or any such Contract, propertyclaim, 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 benefit that requires the consent of this Agreement or any Related Agreement, Seller 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. Notwithstanding anything to the contrary in this Section 2.5, the Seller a third party shall be solely responsible for using commercially reasonable efforts made subject to obtain, and shall use commercially reasonable efforts to obtain, all necessary consents to assignment on such consent or prior to the Closing Date, and Buyer shall have no obligation to expend any money, incur any liability, commence any legal proceeding or offer or grant any accommodation (financial or otherwise) to any person or entity in connection with the process of obtaining the consents and approvals described in this Section 2.5approval being obtained.

Non-Assignable Assets. Notwithstanding anything to the contrary in this Agreement, no Contractsthis Agreement shall not constitute an agreement to assign any interest in any instrument, propertiescontract, rights lease or other assets agreement or arrangement or any claim, right or benefit, if an assignment without the consent of a third party would constitute a breach or violation thereof and would adversely affect Seller’s ability to convey the interest or impair the interest as conveyed to Buyer. Seller shall use best efforts to obtain each of the required consents or waivers of third parties set forth in Section 1.10 of the Seller shall be deemed soldDisclosure Schedule, transferred or assigned in each case in form and substance reasonably satisfactory to Buyer pursuant to this Agreement (the “Required Consents”), within ninety (90) days following the Closing. If a Required Consent is not obtained within such 90-day period following the Closing Date, or if the an attempted sale, transfer or assignment thereof to Buyer without the consent or approval of any other Person would be ineffective or would constitute a breach of contract or a material violation of any Legal Requirement or would in any other way materially and adversely affect Seller’s ability to convey the rights of the Seller (or Buyer as transferee or assignee)interest unimpaired, and such consent or approval is not obtained then, at or prior to the Closing. In such caseXxxxx’s request, for a period of 150 days following Closing (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; 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 Seller shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. During the Transition Period Seller shall use commercially reasonable best efforts to secure, as promptly as practicable and at its own expense, 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 consents, approvals, waivers and authorizations were not obtained and delivered to Buyer at or prior to the Closing. During the Transition Period, Seller shall cooperate with Buyer in any other reasonable arrangement designed arrangement, including performance by Seller or Buyer, as the case may be, as agent for the other, in order to provide for cause Buyer to receive the benefits of such Contracts, properties, rights and assetsinterest, including enforcement at the cost but not limited to all revenue, Receivables and for the account of Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by cash flow under such other party or otherwiseinterest, and to provide for accept the discharge of any liability burdens and perform the obligations, 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 Contractinstrument, propertycontract, lease or other agreement or arrangement or any such claim, right or benefit all as of the Closing; provided, however, that the Parties will continue to use their best efforts after the Closing to obtain the applicable Required Consent. Any transfer or assignment to Buyer by Seller of any interest under any such instrument, contract, lease or other asset, and agreement or arrangement or any such Contract, propertyclaim, 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 benefit that requires the consent of this Agreement or any Related Agreement, Seller 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. Notwithstanding anything to the contrary in this Section 2.5, the Seller a third party shall be solely responsible for using commercially reasonable efforts made subject to obtain, and shall use commercially reasonable efforts to obtain, all necessary consents to assignment on such consent or prior to the Closing Date, and Buyer shall have no obligation to expend any money, incur any liability, commence any legal proceeding or offer or grant any accommodation (financial or otherwise) to any person or entity in connection with the process of obtaining the consents and approvals described in this Section 2.5approval being obtained.

Non-Assignable Assets. Notwithstanding anything To the extent that any of the Assumed Contracts (defined in Section 1.4) or Permits is not capable of being transferred validly to the contrary Buyer as provided for in this Agreement, no Contracts, properties, rights or other assets of the Seller shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer Section 1.1 without the consent or approval waiver of any other Person would be ineffective (defined in this Section 1.3) (including without limitation any governmental agency) or if such a transfer or an attempt to effect such a transfer would constitute a breach of contract thereof or a material violation of any Legal Requirement law, nothing in this Agreement will constitute a transfer or would in any an attempted transfer of such Assumed Contract or Permit (the "Non-Assignable Assets"). For purposes of this Agreement, "Person" shall mean an individual, corporation, partnership, limited liability company, association, trust or other way materially and adversely affect the rights of the Seller (entity or Buyer as transferee or assignee), and organization. The Selling Parties will use their best efforts to obtain such consent or approval waiver of each such Person whose consent or waiver is not obtained at so required. If the Closing occurs and the Buyer shall have waived the conditions of Section 9.15 relating to such consent or prior to the Closing. In such casewaiver, for a period of 150 days following Closing (the “Transition Period”), then to the extent possiblethat any such consent or waiver shall not have been obtained, after the Closing the Selling Parties will (a) use reasonable efforts to obtain such consent or waiver and upon obtaining it will assign and transfer such Assumed Contract or Permit to the beneficial interest in or to such ContractsBuyer, properties, rights or assets (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to Buyer under this 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 Seller shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. During the Transition Period Seller shall use commercially reasonable efforts to secure, as promptly as practicable and at its own expense, any consents, approvals, waivers and authorizations required in connection cooperate with the transactions contemplated Buyer by this Agreement, including, without limitation, all Required Consents and Other Consents, to the extent such consents, approvals, waivers and authorizations were not obtained and delivered to Buyer at or prior to the Closing. During the Transition Period, Seller shall cooperate with Buyer in entering into any other reasonable arrangement designed to provide for to the Buyer the benefits benefit of such Contracts, properties, rights Assumed Contract or Permit (without Selling Parties' incurring any new or additional obligations to any Person other than the Buyer) and assets, including enforcement (c) at the cost request and expense of the Buyer, enforce for the Buyer's account of Buyer of any and all rights of the Seller against Selling Parties under or arising from any such Assumed Contract or Permit (including without limitation the right to terminate such Assumed Contract or Permit). In any such case, among the parties hereto, (i) the Selling Parties will have no liabilities or obligations hereunder other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any liability under such Contracts, properties, rights or assets, to the extent such liability constitutes an Assumed Liability. If and to the extent that by the end of the Transition Period an arrangement acceptable to Buyer than as set forth in this Agreement with respect to Beneficial Rights cansuch Assumed Contract or Permit, (ii) the failure to obtain any such consent or waiver with respect to such Assumed Contract or Permit will not be madea breach of any obligation of the Selling Parties hereunder, (iii) the Buyer will indemnify the Selling Parties with respect to such Assumed Contract or Permit as provided in Section 11.2 and (iv) the requisite consents, approvals, waivers or authorizations are not obtained, then Buyer shall will have no obligation with respect to any such Contract, property, right Assumed Contract or other asset, and such Contract, property, right or other asset shall not be deemed Permit except to be an Asset and any related liability shall not be deemed an Assumed Liability, and, notwithstanding any contrary provision the extent provided in the arrangements respecting it referred to in the fourth sentence of this Agreement or any Related Agreement, Seller 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. Notwithstanding anything to the contrary in this Section 2.5, the Seller shall be solely responsible for using commercially reasonable efforts to obtain, and shall use commercially reasonable efforts to obtain, all necessary consents to assignment on or prior to the Closing Date, and Buyer shall have no obligation to expend any money, incur any liability, commence any legal proceeding or offer or grant any accommodation (financial or otherwise) to any person or entity in connection with the process of obtaining the consents and approvals described in this Section 2.5Section.