Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign any Acquired Asset if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Acquired Asset or in any way materially adversely affect the rights of Buyer or the Companies thereunder. The parties hereto will use their commercially reasonable efforts (but without any payment of money other than filing, recordation or similar fees, which shall be shared equally by the Companies and the Buyer) to obtain the consent of the other parties to any such Acquired Asset for the assignment thereof to Buyer as Buyer may request. If such consent is not obtained prior to the Closing, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of the applicable Company thereunder so that Buyer would not in fact receive all such rights and benefits unless expressly waived by Buyer, such Company and Buyer will cooperate in a mutually agreeable, contractually permissible and commercially reasonable arrangement under which, after the Closing, Buyer would obtain the benefits and assume the obligations with respect to the relevant Acquired Asset in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which such Company would enforce for the benefit of Buyer or its assignee, with Buyer assuming such Company’s obligations, any and all rights of such Company against a third party thereto, and such Company shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by such Company or any of its Affiliates in connection with any such arrangements; provided, however, the foregoing shall not apply if the failure to obtain any such consent causes a failure of any of the conditions to Closing set forth herein, in which case the Closing shall proceed only if such failed condition is waived by the party entitled to the benefit thereof in accordance with the terms of this Agreement.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to the Purchaser, this Agreement shall not constitute an agreement to assign any Acquired Asset such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such assignment, without the consent of a third party thereto, attempted assignment would constitute a breach or other contravention of such Acquired Asset default thereunder or in any way materially adversely affect the rights of Buyer or the Companies Purchaser thereunder. The parties hereto will use their commercially reasonable efforts (but without any payment If consent to the assignment or transfer of money other than filing, recordation or similar fees, which shall be shared equally by the Companies and the Buyer) to obtain the consent of the other parties to any such Acquired Asset for the assignment thereof to Buyer as Buyer may request. If such consent Assumed Contract, property or asset is not obtained prior to the Closingobtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of the applicable Company thereunder so that Buyer would not Purchaser thereunder, then, at the Purchaser’s request, the Seller shall cooperate with the Purchaser in fact receive all such rights and benefits unless expressly waived by Buyer, such Company and Buyer will cooperate in a mutually agreeable, contractually permissible and commercially any reasonable arrangement under which, after designed to provide to the Closing, Buyer would obtain Purchaser the benefits under such Assumed Contracts, properties and assume the obligations with respect to the relevant Acquired Asset in accordance with this Agreementassets, including sub-contractingwithout limitation, sub-licensing, or sub-leasing to Buyer, or under which such Company would enforce enforcement for the benefit account of Buyer or its assignee, with Buyer assuming such Company’s obligations, the Purchaser of any and all rights of such Company the Sellers against a third the other party thereto, and such Company shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received thereto arising out of the breach or cancellation thereof by such Company party or otherwise; provided that such cooperation by the Sellers shall not cause the Sellers to violate any terms of its Affiliates in connection with any such arrangementsAssumed Contract; provided, howeverfurther, that the foregoing Purchaser shall not apply if the failure to obtain any such consent causes a failure of any assume all of the conditions to post-Closing set forth herein, in which case liabilities of the Closing shall proceed only if Sellers under such failed condition is waived by the party entitled Assumed Contracts (other than Excluded Liabilities) to the benefit thereof in accordance with extent to which the terms of this AgreementPurchaser receives the post-Closing benefits thereof.

Non-Assignable Assets. Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, this Agreement shall not constitute an agreement or an attempted agreement to transfer or assign any Acquired Asset contract, license, Lease, commitment, sales or purchase order or any other agreement or any claim, right or benefit (for purposes of this Section 2.3, an "agreement") arising thereunder or resulting therefrom if any such assignment, attempted transfer or assignment without the consent of a third any other party thereto, thereto would constitute a breach thereof or other contravention of such Acquired Asset or would in any way materially adversely affect the rights of the Sellers or Buyer thereunder. Sellers have exercised, at Sellers' expense (and, if reasonably requested by Buyer, after the Closing Date will exercise, at Sellers' sole cost and expense) reasonable best efforts to obtain the consent of any party or parties to any such Contracts, licenses, Leases, commitments, sales orders, Customer Contracts, Operations Agreements, purchase orders or other agreements to the transfer or assignment thereof by Sellers to Buyer in all cases in which such consent is required and on terms and conditions reasonably satisfactory to Buyer. If any such consent is not obtained, or if an attempted assignment would be ineffective or would affect the rights of Buyer or the Companies thereunder. The parties hereto will use their commercially reasonable efforts (but without any payment of money other than filing, recordation or similar fees, which shall be shared equally by the Companies and the Buyer) to obtain the consent of the other parties to any Sellers thereunder such Acquired Asset for the assignment thereof to Buyer as Buyer may request. If such consent is not obtained prior to the Closing, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of the applicable Company thereunder so that Buyer would not in fact receive all such rights and benefits unless expressly waived by Buyerrights, such Company and Buyer will cooperate in a mutually agreeable, contractually permissible and Sellers shall use commercially reasonable efforts to perform such agreement for the account of Buyer or otherwise cooperate with Buyer in any arrangement under which, after the Closing, reasonably necessary to provide for Buyer would obtain the benefits and assume the corresponding obligations with respect to the relevant Acquired Asset in accordance with this Agreementof any such agreement, including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which such Company would enforce enforcement for the benefit of Buyer or its assignee, with Buyer assuming such Company’s obligations, of any and all rights of the Sellers against the other party thereto arising out of the breach, termination or cancellation of such Company against a third party thereto, and such Company shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received agreement by such Company other party or otherwise. To the extent the Sellers perform under any of its Affiliates in connection with any such arrangements; provided, however, the foregoing shall not apply if the failure to obtain any such consent causes a failure of any of the conditions to Closing set forth herein, in which case the Closing shall proceed only if such failed condition is waived by the party entitled to Permit or license for the benefit thereof in accordance with the terms of Buyer pursuant to this Agreement.Section 2.3 and Buyer ultimately

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, to the extent that the assignment of any Contracts or the transfer of any other Property requires the consent of any other party thereto (other than any of Seller's Affiliates), or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason or pursuant to any transfer to Buyer, this Agreement shall not constitute an agreement to assign any Acquired Asset such Contracts or other Property or any claim or right or any benefit arising thereunder or resulting therefrom if any such assignment, without the consent of a third party thereto, attempted assignment would constitute a breach or other contravention of such Acquired Asset default thereof or in any way materially adversely affect the rights of Buyer or the Companies Seller thereunder. The parties hereto will use their commercially reasonable efforts (but without any payment of money other than filing, recordation or similar fees, which shall be shared equally by the Companies and the Buyer) to obtain the consent of the other parties to any such Acquired Asset for the assignment thereof to Buyer as Buyer may request. If such consent is not obtained prior to the Closingobtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of the applicable Company thereunder so that Seller thereunder, then Seller shall cooperate with Buyer would not in fact receive all such rights and benefits unless expressly waived by Buyer, such Company and Buyer will cooperate in a mutually agreeable, contractually permissible and commercially any reasonable arrangement under which, after the Closing, designed to provide to Buyer would obtain the benefits and assume the obligations with respect to the relevant Acquired Asset in accordance with this Agreementunder such Contracts or other Property, including sub-contractingwithout limitation, sub-licensing, or sub-leasing to Buyer, or under which such Company would enforce enforcement for the benefit account of Buyer or its assignee, with Buyer assuming such Company’s obligations, of any and all rights of such Company Seller against a third the other party thereto, and such Company shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received thereto arising out of the breach or cancellation thereof by such Company party or otherwise; provided that such cooperation by Seller (i) shall be at Buyer's cost and expense and (ii) shall not cause Seller to violate any terms of its Affiliates in connection with any such arrangementsContract; provided, howeverfurther, that Buyer shall assume all of the foregoing liabilities of Seller under such Contracts to which Buyer receives the benefits thereof. Without limiting the generality of Section 8.8, during the Pre-Closing Period and at all times following Closing, Buyer shall not apply if the failure use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller and such other parties in doing, all things necessary, proper or advisable to obtain any all such consent causes a failure of any of the conditions to Closing set forth hereinnecessary consents, in which case the Closing shall proceed only if approvals or waivers from such failed condition is waived by the party entitled other parties to the benefit thereof in accordance with the terms of this AgreementContracts as expeditiously as practicable.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to Purchasers, this Agreement shall not constitute an agreement to assign any Acquired Asset such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such assignment, without the consent of a third party thereto, attempted assignment would constitute a breach or other contravention of such Acquired Asset default thereunder or in any way materially adversely affect the rights of Buyer or the Companies Purchasers thereunder. The parties hereto will use their commercially reasonable efforts (but without any payment If consent to the assignment or transfer of money other than filing, recordation or similar fees, which shall be shared equally by the Companies and the Buyer) to obtain the consent of the other parties to any such Acquired Asset for the assignment thereof to Buyer as Buyer may request. If such consent Assumed Contract, property or asset is not obtained prior to the Closingobtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of the applicable Company thereunder so that Buyer would not Purchasers thereunder, then, at any Purchaser’s request, Sellers shall cooperate with such Purchaser in fact receive all such rights and benefits unless expressly waived by Buyer, such Company and Buyer will cooperate in a mutually agreeable, contractually permissible and commercially any reasonable arrangement under which, after the Closing, Buyer would obtain designed to provide to such Purchaser the benefits under such Assumed Contracts, properties and assume the obligations with respect to the relevant Acquired Asset in accordance with this Agreementassets, including sub-contractingwithout limitation, sub-licensing, or sub-leasing to Buyer, or under which such Company would enforce enforcement for the benefit account of Buyer or its assignee, with Buyer assuming such Company’s obligations, Purchasers (reasonable expenses to be borne by Purchasers) of any and all rights of such Company Sellers against a third the other party thereto, and such Company shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received thereto arising out of the breach or cancellation thereof by such Company party or otherwise; provided that such cooperation by Sellers shall not cause Sellers to violate any terms of its Affiliates in connection with any such arrangements; Assumed Contract; provided, howeverfurther, the foregoing that Purchasers shall not apply if the failure to obtain any such consent causes a failure of any assume all of the conditions to post-Closing set forth herein, in which case the Closing shall proceed only if liabilities of Sellers under such failed condition is waived by the party entitled Assumed Contracts (other than Excluded Liabilities) to the benefit thereof in accordance with extent to which Purchasers receives the terms of this Agreement.post-Closing benefits thereof. ARTICLE III CONSIDERATION 3.1

Non-Assignable Assets. Notwithstanding anything to Following the contrary in this AgreementClosing, this Agreement the Seller shall not constitute an agreement to assign any Acquired Asset if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Acquired Asset or in any way materially adversely affect the rights of Buyer or the Companies thereunder. The parties hereto will use their commercially reasonable efforts (but without any payment of money other than filing, recordation or similar fees, which shall be shared equally by at no undue expense to cooperate with and assist the Companies Purchaser and the Buyer) to obtain Purchaser Parent in obtaining all consents required in connection with the consent Contemplated Transactions not obtained as of the other parties to Closing. To the extent that any such Acquired Asset for the assignment thereof to Buyer as Buyer may request. If such consent is not obtained prior to obtained, at the ClosingPurchaser’s request the Seller and the Purchaser shall enter into agreements for each Assumed Contract, Permit or if an attempted assignment thereof would be ineffective or would materially adversely affect other right included in the rights of Acquired Assets for which consent was not obtained, under which the applicable Company thereunder so that Buyer would not in fact receive all such Purchaser shall obtain the rights and benefits unless expressly waived by Buyerof any such Assumed Contract, such Company and Buyer will cooperate in a mutually agreeable, contractually permissible and commercially reasonable arrangement under which, after Permit or other right at the Closing, Buyer would obtain the benefits Purchaser’s cost and assume the corresponding obligations with respect and liabilities of the Seller thereunder, so that the Parties are, to the relevant Acquired Asset greatest extent possible, put in accordance with this Agreement, including sub-contractingthe same economic position they would have been in had such consent been obtained unconditionally and without recourse. Such agreements may be in the form of a subcontract, sub-licensing, license or sub-leasing lease appointing the Purchaser as agent to Buyerthe Seller to perform thereunder, or any other arrangement under which such Company would the Purchaser could enforce for the benefit of Buyer or its assignee, with Buyer assuming such Company’s obligations, the Purchaser any and all rights and benefits of such Company the Seller against a the third party thereto. If the Parties are able neither to obtain a consent nor enter into an agreement providing the Purchaser the rights and benefits with respect to any Assumed Contract, Permit or other right, they shall promptly and in good faith agree upon an appropriate reduction of the Purchase Price, and the Seller shall promptly pay such Company shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by such Company or any of its Affiliates in connection with any such arrangements; provided, however, the foregoing shall not apply if the failure to obtain any such consent causes a failure of any of the conditions to Closing set forth herein, in which case the Closing shall proceed only if such failed condition is waived by the party entitled reduction amount to the benefit thereof in accordance with the terms of this AgreementPurchaser.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to the Purchasers, this Agreement shall not constitute an agreement to assign any Acquired Asset such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such assignment, without the consent of a third party thereto, attempted assignment would constitute a breach or other contravention of such Acquired Asset default thereunder or in any way materially adversely affect the rights of Buyer or the Companies Purchasers thereunder. The parties hereto will use their commercially reasonable efforts (but without any payment If consent to the assignment or transfer of money other than filing, recordation or similar fees, which shall be shared equally by the Companies and the Buyer) to obtain the consent of the other parties to any such Acquired Asset for the assignment thereof to Buyer as Buyer may request. If such consent Assumed Contract, property or asset is not obtained prior to the Closingobtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of the applicable Company thereunder so that Buyer would not Purchasers thereunder, then, at the Purchasers’ request, the Sellers shall cooperate with the Purchasers in fact receive all such rights and benefits unless expressly waived by Buyer, such Company and Buyer will cooperate in a mutually agreeable, contractually permissible and commercially any reasonable arrangement under which, after designed to provide to the Closing, Buyer would obtain Purchasers the benefits under such Assumed Contracts, properties and assume the obligations with respect to the relevant Acquired Asset in accordance with this Agreementassets, including sub-contractingwithout limitation, sub-licensing, or sub-leasing to Buyer, or under which such Company would enforce enforcement for the benefit account of Buyer or its assignee, with Buyer assuming such Company’s obligations, the Purchasers of any and all rights of such Company any Seller against a third the other party thereto, and such Company shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received thereto arising out of the breach or cancellation thereof by such Company party or otherwise; provided that such cooperation by the Sellers shall not cause the applicable Seller to violate any terms of its Affiliates in connection with any such arrangementsAssumed Contract; provided, howeverfurther, that the foregoing Purchasers shall not apply if the failure to obtain any such consent causes a failure of any assume all of the conditions to post-Closing set forth herein, in which case liabilities of the Closing shall proceed only if applicable Seller under such failed condition is waived by the party entitled Assumed Contracts (other than Excluded Liabilities) to the benefit thereof in accordance with extent to which the terms of this AgreementPurchasers receives the post-Closing benefits thereof.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to the Purchaser, this Agreement shall not constitute an agreement to assign any Acquired Asset such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such assignment, without the consent of a third party thereto, attempted assignment would constitute a breach or other contravention of such Acquired Asset default thereunder or in any way materially adversely affect the rights of Buyer or the Companies Purchaser thereunder. The parties hereto will use their commercially reasonable efforts (but without any payment If consent to the assignment or transfer of money other than filing, recordation or similar fees, which shall be shared equally by the Companies and the Buyer) to obtain the consent of the other parties to any such Acquired Asset for the assignment thereof to Buyer as Buyer may request. If such consent Assumed Contract, property or asset is not obtained prior to the Closingobtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of the applicable Company thereunder so that Buyer would not Purchaser thereunder, then, at the Purchaser’s request, the Sellers shall cooperate with the Purchaser in fact receive all such rights and benefits unless expressly waived by Buyer, such Company and Buyer will cooperate in a mutually agreeable, contractually permissible and commercially any reasonable arrangement under which, after designed to provide to the Closing, Buyer would obtain Purchaser the benefits under such Assumed Contracts, properties and assume the obligations with respect to the relevant Acquired Asset in accordance with this Agreementassets, including sub-contractingwithout limitation, sub-licensing, or sub-leasing to Buyer, or under which such Company would enforce enforcement for the benefit account of Buyer or its assignee, with Buyer assuming such Company’s obligations, the Purchaser of any and all rights of such Company the Sellers against a third the other party thereto, and such Company shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received thereto arising out of the breach or cancellation thereof by such Company party or otherwise; provided that such cooperation by the Sellers shall not cause the Sellers to violate any terms of its Affiliates in connection with any such arrangementsAssumed Contract; provided, howeverfurther, that the foregoing Purchaser shall not apply if the failure to obtain any such consent causes a failure of any assume all of the conditions to post-Closing set forth herein, in which case liabilities of the Closing shall proceed only if Sellers under such failed condition is waived by the party entitled Assumed Contracts (other than Excluded Liabilities) to the benefit thereof in accordance with extent to which the terms of this AgreementPurchaser receives the post-Closing benefits thereof.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to the Purchaser, this Agreement shall not constitute an agreement to assign any Acquired Asset such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such assignment, without the consent of a third party thereto, attempted assignment would constitute a breach or other contravention of such Acquired Asset default thereunder or in any way materially adversely affect the rights of Buyer or the Companies Purchaser thereunder. The parties hereto will use their commercially reasonable efforts (but without any payment If consent to the assignment or transfer of money other than filing, recordation or similar fees, which shall be shared equally by the Companies and the Buyer) to obtain the consent of the other parties to any such Acquired Asset for the assignment thereof to Buyer as Buyer may request. If such consent Assumed Contract, property or asset is not obtained prior to the Closingobtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of the applicable Company thereunder so that Buyer would not Purchaser thereunder, then, at the Purchaser’s request, the Seller shall cooperate with the Purchaser in fact receive all such rights and benefits unless expressly waived by Buyer, such Company and Buyer will cooperate in a mutually agreeable, contractually permissible and commercially any reasonable arrangement under which, after designed to provide to the Closing, Buyer would obtain Purchaser the benefits under such Assumed Contracts, properties and assume the obligations with respect to the relevant Acquired Asset in accordance with this Agreementassets, including sub-contractingwithout limitation, sub-licensing, or sub-leasing to Buyer, or under which such Company would enforce enforcement for the benefit account of Buyer or its assignee, with Buyer assuming such Company’s obligations, the Purchaser of any and all rights of such Company the Seller against a third the other party thereto, and such Company shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received thereto arising out of the breach or cancellation thereof by such Company party or otherwise; provided that such cooperation by the Seller shall not cause the Seller to violate any terms of its Affiliates in connection with any such arrangementsAssumed Contract; provided, howeverfurther, that the foregoing Purchaser shall not apply if the failure to obtain any such consent causes a failure of any assume all of the conditions to post-Closing set forth herein, in which case liabilities of the Closing shall proceed only if Seller under such failed condition is waived by the party entitled Assumed Contracts (other than Excluded Liabilities) to the benefit thereof in accordance with extent to which the terms of this AgreementPurchaser receives the post-Closing benefits thereof.

Non-Assignable Assets. Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, this Agreement shall not constitute an agreement or an attempted agreement to transfer or assign any Acquired Asset contract, license, lease, commitment, sales or purchase order or any other agreement or any claim, right or benefit (for purposes of this Section 2.3, an "agreement") arising thereunder or resulting therefrom if any such assignment, attempted transfer or assignment without the consent of a third any other party thereto, thereto would constitute a breach thereof or other contravention of such Acquired Asset or would in any way materially adversely affect the rights of Buyer or the Companies Seller thereunder. The parties hereto Seller has exercised, at Seller's expense (and, if requested by Buyer, after the Closing Date will use their commercially exercise) reasonable best efforts (but without any payment of money other than filing, recordation or similar fees, which shall be shared equally by the Companies and the Buyer) to obtain the consent of the other any party or parties to any such Acquired Asset for contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements to the transfer or assignment thereof by Seller to Buyer as Buyer may requestin all cases in which such consent is required and on terms and conditions reasonably satisfactory to Buyer. If any such consent is not obtained prior to the Closingobtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of the applicable Company Buyer or Seller thereunder so such that Buyer would not in fact receive all such rights and benefits unless expressly waived by Buyerrights, such Company and Buyer will cooperate in a mutually agreeable, contractually permissible and Seller shall use commercially reasonable efforts to perform such agreement for the account of Buyer or otherwise cooperate with Buyer in any arrangement under which, after the Closing, reasonably necessary or desirable to provide for Buyer would obtain the benefits and assume the corresponding obligations with respect to the relevant Acquired Asset in accordance with this Agreementof any such agreement, including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which such Company would enforce without limitation enforcement for the benefit of Buyer or its assignee, with Buyer assuming such Company’s obligations, of any and all rights of Seller against the other party thereto arising out of the breach, termination or cancellation of such Company against a third party thereto, and such Company shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received agreement by such Company other party or otherwise. To the extent Seller performs under any permit or license for the benefit of Buyer pursuant to this Section 2.3 and Buyer ultimately obtains such permit or license for itself, Seller shall, on demand by Buyer, relinquish its Affiliates in connection rights under such permit or license with any such arrangements; provided, however, the foregoing shall not apply if the failure to obtain any such consent causes a failure of any of the conditions to Closing set forth herein, in which case the Closing shall proceed only if such failed condition is waived by the party entitled respect to the benefit thereof in accordance with the terms of this AgreementBusiness.