Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, 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 such Contracts or other Property or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereof or in any way adversely affect the rights of Seller thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller thereunder, then Seller shall cooperate with Buyer in any reasonable arrangement designed to provide to Buyer the benefits under such Contracts or other Property, including without limitation, enforcement for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such 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 such Contract; provided, further, that Buyer shall assume all of the 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 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 all such necessary consents, approvals or waivers from such other parties to the Contracts as expeditiously as practicable.

Non-Assignable Assets. Notwithstanding anything Following the Closing, the Seller shall use commercially reasonable efforts at no undue expense to cooperate with and assist the Purchaser and the Purchaser Parent in this Agreement to obtaining all consents required in connection with the contrary, to Contemplated Transactions not obtained as of the Closing. 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 such Contracts or other Property or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereof or in any way adversely affect the rights of Seller thereunder. If such consent is not obtained, at the Purchaser’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 affect other right included in the Acquired Assets for which consent was not obtained, under which the Purchaser shall obtain the rights and benefits of any such Assumed Contract, Permit or other right at the Purchaser’s cost and assume the corresponding obligations and liabilities of the Seller thereunder, then so that the Parties are, to the greatest extent possible, put in the 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-license or sub-lease appointing the Purchaser as agent to the Seller shall cooperate with Buyer in to perform thereunder, or any reasonable other arrangement designed to provide to Buyer under which the benefits under such Contracts or other Property, including without limitation, enforcement Purchaser could enforce for the account benefit of Buyer of the Purchaser any and all rights and benefits of the Seller against 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 party thereto arising out right, they shall promptly and in good faith agree upon an appropriate reduction of the breach or cancellation thereof by such 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 such Contract; provided, further, that Buyer shall assume all of the 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 use its reasonable best efforts to take, or cause to be taken, all actionsPurchase Price, and to do, or cause to be done, and to assist and cooperate with the Seller and shall promptly pay such other parties in doing, all things necessary, proper or advisable to obtain all such necessary consents, approvals or waivers from such other parties reduction amount to the Contracts as expeditiously as practicablePurchaser.

Non-Assignable Assets. Notwithstanding anything 9.10.1. Anything contained in this Agreement to the contrary, 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 Buyercontrary notwithstanding, this Agreement shall not constitute an agreement or an attempted agreement to transfer, sublease or assign any such Contracts contract, license, lease, commitment, sales order, purchaser order or other Property agreement (collectively, for purposes of this Section 9.10, each of the foregoing is referred to as an “agreement”), or any claim or right or of any benefit arising thereunder or resulting therefrom if any such attempted transfer, sublease or assignment thereof, without the consent of any other party thereto, would constitute a default breach thereof or in any way adversely affect the rights of the Buyer thereunder (the “Non-Assignable Assets”). 9.10.2. The Seller thereundershall, if requested by the Buyer after the Closing Date, use its commercially reasonable efforts to cooperate with the Buyer to obtain any such consent contemplated by Section 9.10.1 above. If any such consent is not obtained, or if an any attempted assignment thereof would be ineffective or would affect the rights of any of the Seller thereunderthereunder such that the Buyer would not in fact receive all such rights, then on and after the Closing Date, each such Non-Assignable Asset shall be held by the Seller in trust for the Buyer, and the Seller shall use commercially reasonable efforts to cooperate with the Buyer, and the Buyer in any shall use commercially reasonable arrangement designed efforts to cooperate with the Seller, to provide to Buyer for the benefits and obligations under any such Contracts or other Propertyagreement to the Buyer as if the necessary consents had been obtained and such agreements had been assigned to the Buyer, including including, without limitation, enforcement for the account benefit of the Buyer of any and all rights of Seller any of the Buyer against the other party thereto arising out of the breach breach, wrongful termination or cancellation thereof of such agreement by such party or otherwise; provided that such cooperation by other party. The Seller (i) shall be at Buyer's cost and expense and (ii) shall not cause Seller to violate any terms of such Contract; provided, further, that Buyer shall assume all of the 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 use its reasonable best efforts to take, will take or cause to be takentaken such action in the Seller’s name or otherwise as the Buyer may reasonably request, all actionsat the Buyer’s sole cost and expense, so as to provide the Buyer with the benefits of the Non-Assignable Assets and to doeffect collection of money or other consideration to become due and payable under the Non-Assignable Assets and the Seller shall promptly pay over to the Buyer all money or other consideration received by Seller in respect of Non-Assignable Assets. As and from the Closing Date, the Seller authorizes the Buyer and the Buyer covenants and agrees, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at the sole cost and expense of Buyer, to perform all of the obligations and receive all of the benefits under the Non-Assignable Assets. 9.10.3. Notwithstanding the foregoing, this Agreement shall not constitute an agreement by the Seller to assign or delegate, or cause by the Buyer to assume and agree to pay, perform or otherwise discharge, any Non-Assignable Asset if an attempted assignment, delegation or assumption thereof without the consent of a third Person would constitute a breach thereof unless and until such consent is obtained. In clarification of the intent of the Parties with respect to any Non-Assignable Assets, the Parties hereby confirm that with respect to any Non-Assignable Assets for which the requirement of consent of a third party is disclosed on Schedule 4.5.1 (including any such consents applicable to Customer Contracts), in the event the Buyer elects to proceed with the Closing notwithstanding that a required consent with respect to assignment of such Non-Assignable Asset has not been obtained (thus waiving the conditions to Closing with respect to such Non-Assignable Asset set forth in Section 8.1.11), the parties shall cooperate and take such commercially reasonable actions to provide that the Buyer shall be donethe beneficiary of the economic benefits and shall bear the economic burdens of performance of the obligations and liabilities with respect to such Non-Assignable Asset from and after the Closing (subject to performance by the Seller of its obligations pursuant to this Section 9.10). The foregoing shall in no manner limit the rights of the Buyer to bring a claim for Buyer Damages against the Seller for breach of representations, and to assist and cooperate with Seller and such warranties, covenants or other parties in doing, all things necessary, proper or advisable to obtain all such necessary consents, approvals or waivers from such other parties to the Contracts as expeditiously as practicableagreements under this Agreement.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Contracts Assumed Contract or the transfer of any other Property property or asset (including but not limited to any Permit) requires the consent of any other party thereto (other than any of Seller's Affiliates)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 Buyerthe Purchaser, this Agreement shall not constitute an agreement to assign any such Contracts Assumed Contract, property or other Property asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereof thereunder or in any way adversely affect the rights of Seller the Purchaser thereunder. If consent to the assignment or transfer of any such consent Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller the Purchaser thereunder, then then, at the Purchaser’s request, the Seller shall cooperate with Buyer the Purchaser in any reasonable arrangement designed to provide to Buyer the Purchaser the benefits under such Contracts or other PropertyAssumed Contracts, properties and assets, including without limitation, enforcement for the account of Buyer the Purchaser of any and all rights of Seller the Sellers against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; provided that such cooperation by Seller (i) shall be at Buyer's cost and expense and (ii) the Sellers shall not cause Seller the Sellers to violate any terms of such Assumed Contract; provided, further, that Buyer the Purchaser shall assume all of the post-Closing liabilities of Seller the Sellers under such Assumed Contracts (other than Excluded Liabilities) to the extent to which Buyer the Purchaser receives the post-Closing benefits thereof. Without limiting the generality of Section 8.8, during the Pre-Closing Period and at all times following Closing, Buyer shall 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 all such necessary consents, approvals or waivers from such other parties to the Contracts as expeditiously as practicable.

Non-Assignable Assets. Notwithstanding anything contained in this Agreement to the contrary, 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 or an attempted agreement to transfer or assign any such Contracts contract, license, Lease, commitment, sales or other Property purchase order or any claim other agreement or any claim, right or any benefit (for purposes of this Section 2.3, an "agreement") arising thereunder or resulting therefrom if any such attempted transfer or assignment without the consent of any other party thereto would constitute a default breach thereof or would in any way adversely affect the rights of Seller 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 thereof would be ineffective or would affect the rights of Seller thereunderBuyer or the Sellers thereunder such that Buyer would not in fact receive all such rights, then Seller Sellers shall use commercially reasonable efforts to perform such agreement for the account of Buyer or otherwise cooperate with Buyer in any reasonable arrangement designed reasonably necessary to provide to for Buyer the benefits under and the corresponding obligations of any such Contracts or other Propertyagreement, including without limitation, enforcement for the account benefit of Buyer of any and all rights of Seller the 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; provided that such cooperation by Seller (i) shall be at Buyer's cost . To the extent the Sellers perform under any Permit or license for the benefit of Buyer pursuant to this Section 2.3 and expense and (ii) shall not cause Seller to violate any terms of such Contract; provided, further, that Buyer shall assume all of the 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 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 all such necessary consents, approvals or waivers from such other parties to the Contracts as expeditiously as practicable.ultimately

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Contracts Assumed Contract or the transfer of any other Property property or asset (including but not limited to any Permit) requires the consent of any other party thereto (other than any of Seller's Affiliates)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 Buyerthe Purchaser, this Agreement shall not constitute an agreement to assign any such Contracts Assumed Contract, property or other Property asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereof thereunder or in any way adversely affect the rights of Seller the Purchaser thereunder. If consent to the assignment or transfer of any such consent Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller the Purchaser thereunder, then then, at the Purchaser’s request, the Seller shall cooperate with Buyer the Purchaser in any reasonable arrangement designed to provide to Buyer the Purchaser the benefits under such Contracts or other PropertyAssumed Contracts, properties and assets, including without limitation, enforcement for the account of Buyer the Purchaser of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; provided that such cooperation by the Seller (i) shall be at Buyer's cost and expense and (ii) shall not cause the Seller to violate any terms of such Assumed Contract; provided, further, that Buyer the Purchaser shall assume all of the post-Closing liabilities of the Seller under such Assumed Contracts (other than Excluded Liabilities) to the extent to which Buyer the Purchaser receives the post-Closing benefits thereof. Without limiting the generality of Section 8.8, during the Pre-Closing Period and at all times following Closing, Buyer shall 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 all such necessary consents, approvals or waivers from such other parties to the Contracts as expeditiously as practicable.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Contracts Assumed Contract or the transfer of any other Property property or asset (including but not limited to any Permit) requires the consent of any other party thereto (other than any of Seller's Affiliates)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 BuyerPurchasers, this Agreement shall not constitute an agreement to assign any such Contracts Assumed Contract, property or other Property asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereof thereunder or in any way adversely affect the rights of Seller Purchasers thereunder. If consent to the assignment or transfer of any such consent Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller Purchasers thereunder, then Seller then, at any Purchaser’s request, Sellers shall cooperate with Buyer such Purchaser in any reasonable arrangement designed to provide to Buyer such Purchaser the benefits under such Contracts or other PropertyAssumed Contracts, properties and assets, including without limitation, enforcement for the account of Buyer Purchasers (reasonable expenses to be borne by Purchasers) of any and all rights of Seller Sellers against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; otherwise; provided that such cooperation by Seller (i) shall be at Buyer's cost and expense and (ii) Sellers shall not cause Seller Sellers to violate any terms of such Contract; Assumed Contract; provided, further, that Buyer Purchasers shall assume all of the post-Closing liabilities of Seller Sellers under such Assumed Contracts (other than Excluded Liabilities) to the extent to which Buyer Purchasers receives the post-Closing benefits thereof. Without limiting the generality of Section 8.8, during the Pre-Closing Period and at all times following Closing, Buyer shall 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 all such necessary consents, approvals or waivers from such other parties to the Contracts as expeditiously as practicable.ARTICLE III CONSIDERATION 3.1

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Contracts Assumed Contract or the transfer of any other Property property or asset (including but not limited to any Permit) requires the consent of any other party thereto (other than any of Seller's Affiliates)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 Buyerthe Purchasers, this Agreement shall not constitute an agreement to assign any such Contracts Assumed Contract, property or other Property asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereof thereunder or in any way adversely affect the rights of Seller the Purchasers thereunder. If consent to the assignment or transfer of any such consent Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller the Purchasers thereunder, then Seller then, at the Purchasers’ request, the Sellers shall cooperate with Buyer the Purchasers in any reasonable arrangement designed to provide to Buyer the Purchasers the benefits under such Contracts or other PropertyAssumed Contracts, properties and assets, including without limitation, enforcement for the account of Buyer the Purchasers of any and all rights of any Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; provided that such cooperation by Seller (i) shall be at Buyer's cost and expense and (ii) the Sellers shall not cause the applicable Seller to violate any terms of such Assumed Contract; provided, further, that Buyer the Purchasers shall assume all of the post-Closing liabilities of the applicable Seller under such Assumed Contracts (other than Excluded Liabilities) to the extent to which Buyer the Purchasers receives the post-Closing benefits thereof. Without limiting the generality of Section 8.8, during the Pre-Closing Period and at all times following Closing, Buyer shall 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 all such necessary consents, approvals or waivers from such other parties to the Contracts as expeditiously as practicable.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Contracts Assumed Contract or the transfer of any other Property property or asset (including but not limited to any Permit) requires the consent of any other party thereto (other than any of Seller's Affiliates)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 Buyerthe Purchaser, this Agreement shall not constitute an agreement to assign any such Contracts Assumed Contract, property or other Property asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereof thereunder or in any way adversely affect the rights of Seller the Purchaser thereunder. If consent to the assignment or transfer of any such consent Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of Seller the Purchaser thereunder, then Seller then, at the Purchaser’s request, the Sellers shall cooperate with Buyer the Purchaser in any reasonable arrangement designed to provide to Buyer the Purchaser the benefits under such Contracts or other PropertyAssumed Contracts, properties and assets, including without limitation, enforcement for the account of Buyer the Purchaser of any and all rights of Seller the Sellers against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; provided that such cooperation by Seller (i) shall be at Buyer's cost and expense and (ii) the Sellers shall not cause Seller the Sellers to violate any terms of such Assumed Contract; provided, further, that Buyer the Purchaser shall assume all of the post-Closing liabilities of Seller the Sellers under such Assumed Contracts (other than Excluded Liabilities) to the extent to which Buyer the Purchaser receives the post-Closing benefits thereof. Without limiting the generality of Section 8.8, during the Pre-Closing Period and at all times following Closing, Buyer shall 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 all such necessary consents, approvals or waivers from such other parties to the Contracts as expeditiously as practicable.

Non-Assignable Assets. Notwithstanding anything contained in this Agreement to the contrary, 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 transfer, sublease or assign any such Contracts or other Property or any claim or right or any benefit arising thereunder or resulting therefrom Contract if any such attempted transfer, sublease or assignment without the consent of any third party would constitute a default breach thereof or would in any way materially and adversely affect the rights of Seller thereunderBuyer or the obligations of Sellers thereunder following the Closing. Sellers shall use commercially reasonable efforts to obtain the consent of any third party or parties to such transfer, sublease or assignment in all cases in which such consent is required. If any such consent is not obtained, or if an attempted assignment thereof would be ineffective or would materially and adversely affect the rights of Seller Buyer thereunder, then Seller Sellers, to the extent practicable, shall perform such agreement for the account of Buyer to the extent permitted under the terms thereof or otherwise cooperate with Buyer Buyer, at each of the Seller's expense, in any reasonable arrangement designed necessary or desirable to provide to for Buyer or its designees the benefits under of any such Contracts or other Propertyagreement for a reasonable period of time following the Closing, including without limitation, limitation attempting to continue to obtain the consent of the applicable third party enforcement for the account benefit of Buyer of any and all rights of 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; 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 such Contract; provided, further, that Buyer shall assume all of the 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 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 all such necessary consents, approvals or waivers from such other parties to the Contracts as expeditiously as practicable.

Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Contracts contracts or the transfer of any other Property properties or assets requires the consent of any other party thereto (other than any of Seller's Affiliates), 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 or pursuant to any transfer to BuyerGovernmental Authority and such consent has not been obtained, this Agreement shall not constitute an agreement to assign or transfer any such Contracts contracts, properties or other Property assets or any claim or claim, right or any benefit arising thereunder or resulting therefrom if any such attempted assignment or transfer would constitute a breach or default thereof thereunder or otherwise adversely affect in any way adversely affect material manner the rights of Seller Buyer thereunder. If consent to the assignment or transfer of any such consent contracts, properties or assets is not obtained, or if an attempted assignment or transfer thereof in the absence of such a consent would be ineffective or would adversely affect in any material manner the rights of Seller Buyer thereunder, then then, at Seller’s sole cost and expense, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide to Buyer the benefits under such Contracts contracts, properties or other Propertyassets; provided that such cooperation by Seller shall not cause Seller to violate any terms of any such contract or any applicable Law or require Seller or any of its Affiliates to commence, including defend or participate in any litigation; provided, further, that Buyer shall not assume (and Seller shall retain) any liabilities arising under such assets or contracts unless Buyer has received all of the benefits that gave rise to such liability (including, without limitation, in the case of any of the Assumed Contracts, enforcement of such Assumed Contract for the account of Buyer of any and all rights of Seller against the any other party thereto to such Assumed Contract arising out of the breach breach, non-fulfillment or cancellation thereof by such 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 such Contract; provided, further, that Buyer shall assume all of the 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 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 all such necessary consents, approvals or waivers from such other parties to the Contracts as expeditiously as practicableparty).