Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. (a) If and to the extent that any Ralcorp Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post Party of any Contract or other rights relating to the Post Business that would otherwise be transferred or assigned to such Post Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp Party shall continue to be bound thereby and the purported transfer or assignment to such Post Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Post Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Parties for all Losses arising out of such performance by such Post Party. The Ralcorp Parties shall, without further consideration therefor, pay and remit to the applicable Post Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a) only as reasonably directed by Post and at Post’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Party without payment of further consideration, and such Post Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(a) is prohibited by law or the terms thereof, this Section 7.02(a) shall operate to create a subcontract with the applicable Post Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Parties with respect to the performance by such Post Party. (b) If and to the extent that any Post Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp Party of any Contract or other rights relating to the Ralcorp Business that would otherwise be transferred or assigned to such Ralcorp Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Post Party shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Parties shall pay, perform and discharge fully all of the obligations of the Post Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Parties for all Losses arising out of such performance by such Ralcorp Party. The Post Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party promptly all monies, rights and other considerations received in respect of such performance. The Post Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b) only as reasonably directed by Ralcorp and at Ralcorp’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party without payment of further consideration, and such Ralcorp Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(b) is prohibited by law or the terms thereof, this Section 7.02(b) shall operate to create a subcontract with the applicable Ralcorp Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Parties with respect to the performance by such Ralcorp Party.

Non-Assignable Contracts. (a) If and to the extent that any Ralcorp Party member of the Potlatch Group is unable to obtain any consent, approval or amendment Consent necessary for the transfer or assignment to any Post Party Transfer of any Contract or other rights relating to the Post Pulp-Based Business that would otherwise be transferred or assigned Transferred to such Post Party a member of the Clearwater Group as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp Party member of the Potlatch Group shall continue to be bound thereby and the purported transfer or assignment Transfer to such Post Party member of the Clearwater Group shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents Consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by lawLaw, the Post Parties Clearwater Group shall pay, perform and discharge fully all of the obligations of the Ralcorp Parties Potlatch Group thereunder from and after the Distribution, or such earlier time as such transfer or assignment Transfer would otherwise have taken place, and indemnify the Ralcorp Parties Potlatch Group for all Losses arising out of such performance by such Post Partymember of the Clearwater Group. The Ralcorp Parties Potlatch Group shall, without further consideration therefor, pay and remit to the applicable Post Party member of the Clearwater Group promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp Parties Potlatch Group shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a6.2(a) only as reasonably directed by Post Clearwater and at PostClearwater’s expense. If and when any such consent, approval or amendment Consent shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable Transferable or be able to be novated, the Ralcorp Parties Potlatch Group shall promptly assign or transfer Transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Party member of the Clearwater Group without payment of further consideration, and such Post Party the Clearwater Group shall, without the payment of any further consideration therefor, assume Assume such rights and obligations. To the extent that the transfer or assignment Transfer of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(a6.2(a) is prohibited by law Law or the terms thereof, this Section 7.02(a6.2(a) shall operate to create a subcontract with the applicable Post Party member of the Clearwater Group to perform each relevant Contract or other right, agreement or document right at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Parties Potlatch Group with respect to the performance by such Post Partymember of the Clearwater Group. (b) If and to the extent that any Post Party member of the Clearwater Group is unable to obtain any consent, approval or amendment Consent necessary for the transfer or assignment to any Ralcorp Party Transfer of any Contract or other rights relating to the Ralcorp Retained Business that would otherwise be transferred or assigned Transferred to such Ralcorp Party member of the Potlatch Group as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Post Party member of the Clearwater Group shall continue to be bound thereby and the purported transfer or assignment Transfer to such Ralcorp Party member of the Potlatch Group shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents Consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by lawLaw, the Ralcorp Parties Potlatch Group shall pay, perform and discharge fully all of the obligations of the Post Parties Clearwater Group thereunder from and after the Distribution, or such earlier time as such transfer or assignment Transfer would otherwise have taken place, and indemnify the Post Parties Clearwater Group for all Losses arising out of such performance by such Ralcorp Partymember of the Potlatch Group. The Post Parties Clearwater Group shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party member of the Potlatch Group promptly all monies, rights and other considerations received in respect of such performance. The Post Parties Clearwater Group shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b6.2(b) only as reasonably directed by Ralcorp Potlatch and at RalcorpPotlatch’s expense. If and when any such consent, approval or amendment Consent shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable Transferable or be able to be novated, the Post Parties Clearwater Group shall promptly assign or transfer Transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party member of the Potlatch Group without payment of further consideration, and such Ralcorp Party the Potlatch Group shall, without the payment of any further consideration therefor, assume Assume such rights and obligations. To the extent that the transfer or assignment Transfer of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(b6.2(b) is prohibited by law Law or the terms thereof, this Section 7.02(b6.2(b) shall operate to create a subcontract with the applicable Ralcorp Party member of the Potlatch Group to perform each relevant Contract or other right, agreement or document right at a subcontract price equal to the monies, rights and other considerations received by the Post Parties Clearwater Group with respect to the performance by such Ralcorp Partymember of the Potlatch Group.

Non-Assignable Contracts. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assigned Contracts if an attempted assignment thereof, without consent of a Third Party thereto that has not been received, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Kadmon or AbbVie thereunder (each, a “Non-Assignable Contract”). Kadmon shall use its Commercially Reasonable Efforts, at Kadmon’s sole cost and expense, to obtain the consent of the other parties to any such Non-Assignable Contract for the assignment thereof to AbbVie. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Kadmon thereunder so that AbbVie would not in fact receive all rights under such Non-Assignable Contract, then, notwithstanding anything to the contrary in this Agreement, (a) If this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Contract, and (i) Kadmon shall use its Commercially Reasonable Efforts to obtain such consent as soon as possible after the Closing Date and (ii) AbbVie shall cooperate, to the extent that any Ralcorp Party is unable commercially reasonable, with Kadmon in its efforts to obtain any such consent, approval or amendment necessary for the transfer or assignment ; and (b) at AbbVie’s election prior to any Post Party of any Contract or other rights relating to the Post Business that would otherwise be transferred or assigned to such Post Party as contemplated by this Agreement or any other agreement or document contemplated herebyClosing, (i) the Non-Assignable Contract shall not constitute a Purchased Asset and AbbVie shall have no obligation with respect to any such Ralcorp Party shall continue to be bound thereby and the purported transfer Non-Assignable Contract or assignment to such Post Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and any liability with respect thereto or (ii) unless not permitted by the terms thereof or by law, the Post Parties Kadmon shall pay, perform and discharge fully use its Commercially Reasonable Efforts to obtain for AbbVie substantially all of the obligations practical benefit of such Non-Assignable Contract, including by (A) entering into appropriate and reasonable alternative arrangements on terms mutually and reasonably agreeable to Kadmon and AbbVie and (B) subject to the Ralcorp Parties thereunder from consent and after control of AbbVie, enforcement of any and all rights of Kadmon against the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Parties for all Losses Third Party thereto arising out of such performance the breach or cancellation thereof by such Post PartyThird Party or otherwise. The Ralcorp Parties shall, without further consideration therefor, pay and remit to the applicable Post Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to Nothing contained in this Section 7.02(a) only as reasonably directed by Post and at Post’s expense. If and when any such consent, approval or amendment 3.2.3 shall be obtained deemed to limit or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, modify the Ralcorp Parties shall promptly assign or transfer representations and novate (to the extent permissible) all warranties of their rights and obligations thereunder to the applicable Post Party without payment Kadmon contained in Section 4 of further consideration, and such Post Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(a) is prohibited by law or the terms thereof, this Section 7.02(a) shall operate to create a subcontract with the applicable Post Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Parties with respect to the performance by such Post Party. (b) If and to the extent that any Post Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp Party of any Contract or other rights relating to the Ralcorp Business that would otherwise be transferred or assigned to such Ralcorp Party as contemplated by this Agreement or any other agreement limit CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AbbVie’s rights to make claims for breaches of or document contemplated hereby, (i) inaccuracies in such Post Party shall continue to be bound thereby and the purported transfer representations or assignment to such Ralcorp Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Parties shall pay, perform and discharge fully all of the obligations of the Post Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Parties for all Losses arising out of such performance by such Ralcorp Party. The Post Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party promptly all monies, rights and other considerations received in respect of such performance. The Post Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b) only as reasonably directed by Ralcorp and at Ralcorp’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party without payment of further consideration, and such Ralcorp Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) warranties pursuant to Section 6 of this Section 7.02(b) is prohibited by law or the terms thereof, this Section 7.02(b) shall operate to create a subcontract with the applicable Ralcorp Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Parties with respect to the performance by such Ralcorp PartyAgreement.

Non-Assignable Contracts. (a) If and to the extent that any Ralcorp NiSource Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post Columbia Party of any Contract or other rights relating to the Post Columbia Business that would otherwise be transferred or assigned to such Post Columbia Party as contemplated by this Agreement or any other agreement or document contemplated herebyTransaction Agreement, (i) such Ralcorp NiSource Party shall continue to be bound thereby and the purported transfer or assignment to such Post Columbia Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by lawLaw, the Post Columbia Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp NiSource Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp NiSource Parties for all Losses arising out of such performance by such Post Columbia Party. The Ralcorp NiSource Parties shall, without further consideration therefor, pay and remit to the applicable Post Columbia Party promptly all monies, rights and other considerations consideration received in respect of such performance. The Ralcorp NiSource Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a5.1(a) only as reasonably directed by Post Columbia and at PostColumbia’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Parties applicable NiSource Party shall promptly assign or transfer and novate (to the extent permissible) all of their its rights and obligations thereunder to the applicable Post Columbia Party without payment of further consideration, and such Post the Columbia Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(a5.1(a) is prohibited by law Law or the terms thereof, this Section 7.02(a5.1(a) shall operate to create a subcontract with the applicable Post Columbia Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp NiSource Parties with respect to the performance by such Post Columbia Party. (b) If and to the extent that any Post Columbia Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp NiSource Party of any Contract or other rights relating to the Ralcorp NiSource Business that would otherwise be transferred or assigned to such Ralcorp NiSource Party as contemplated by this Agreement or any other agreement or document contemplated herebyTransaction Agreement, (i) such Post Columbia Party shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp NiSource Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by lawLaw, the Ralcorp NiSource Parties shall pay, perform and discharge fully all of the obligations of the Post Columbia Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Columbia Parties for all Losses arising out of such performance by such Ralcorp NiSource Party. The Post Columbia Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp NiSource Party promptly all monies, rights and other considerations consideration received in respect of such performance. The Post Columbia Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b5.1(b) only as reasonably directed by Ralcorp NiSource and at RalcorpNiSource’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties applicable Columbia Party shall promptly assign or transfer and novate (to the extent permissible) all of their its rights and obligations thereunder to the applicable Ralcorp NiSource Party without payment of further consideration, and such Ralcorp the NiSource Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(b5.1(b) is prohibited by law Law or the terms thereof, this Section 7.02(b5.1(b) shall operate to create a subcontract with the applicable Ralcorp NiSource Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Columbia Parties with respect to the performance by such Ralcorp NiSource Party.

Non-Assignable Contracts. (a) If and to the extent that any Ralcorp First Data Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post Western Union Party of any Contract or other rights relating to the Post Western Union Business that would otherwise be transferred or assigned to such Post Western Union Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp First Data Party shall continue to be bound thereby and the purported transfer or assignment to such Post Western Union Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Post Western Union Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp First Data Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp First Data Parties for all Losses arising out of such performance by such Post Western Union Party. The Ralcorp First Data Parties shall, without further consideration therefor, pay and remit to the applicable Post Western Union Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp First Data Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a8.2(a) only as reasonably directed by Post Western Union and at PostWestern Union’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp First Data Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Western Union Party without payment of further consideration, and such Post the Western Union Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(a8.2(a) is prohibited by law or the terms thereof, this Section 7.02(a8.2(a) shall operate to create a subcontract with the applicable Post Western Union Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp First Data Parties with respect to the performance by such Post Western Union Party. (b) If and to the extent that any Post Western Union Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp First Data Party of any Contract or other rights relating to the Ralcorp First Data Business that would otherwise be transferred or assigned to such Ralcorp First Data Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Post Western Union Party shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp First Data Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Ralcorp First Data Parties shall pay, perform and discharge fully all of the obligations of the Post Western Union Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Western Union Parties for all indemnifiable Losses arising out of such performance by such Ralcorp First Data Party. The Post Western Union Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp First Data Party promptly all monies, rights and other considerations received in respect of such performance. The Post Western Union Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b8.2(b) only as reasonably directed by Ralcorp First Data and at RalcorpFirst Data’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Western Union Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp First Data Party without payment of further consideration, and such Ralcorp the First Data Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(b8.2(b) is prohibited by law or the terms thereof, this Section 7.02(b8.2(b) shall operate to create a subcontract with the applicable Ralcorp First Data Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Western Union Parties with respect to the performance by such Ralcorp First Data Party.

Non-Assignable Contracts. (a) If and to the extent that any Ralcorp TXI Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post Chaparral Party of any Contract or other rights relating to the Post Chaparral Business that would otherwise be transferred or assigned to such Post Chaparral Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp TXI Party shall continue to be bound thereby and the purported transfer or assignment to such Post Chaparral Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by law, the Post Chaparral Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp TXI Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp TXI Parties for all indemnifiable Losses arising out of such performance by such Post Chaparral Party. The Ralcorp TXI Parties shall, without further consideration therefor, pay and remit to the applicable Post Chaparral Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp TXI Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a) 6.2 only as reasonably directed by Post Chaparral and at PostChaparral’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp TXI Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Chaparral Party without payment of further consideration, and such Post the Chaparral Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(a) 6.2 is prohibited by law or the terms thereof, this Section 7.02(a) 6.2 shall operate to create a subcontract with the applicable Post Chaparral Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp TXI Parties with respect to the performance by such Post Chaparral Party. (b) If and to the extent that any Post Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp Party of any Contract or other rights relating to the Ralcorp Business that would otherwise be transferred or assigned to such Ralcorp Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Post Party shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Parties shall pay, perform and discharge fully all of the obligations of the Post Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Parties for all Losses arising out of such performance by such Ralcorp Party. The Post Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party promptly all monies, rights and other considerations received in respect of such performance. The Post Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b) only as reasonably directed by Ralcorp and at Ralcorp’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party without payment of further consideration, and such Ralcorp Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(b) is prohibited by law or the terms thereof, this Section 7.02(b) shall operate to create a subcontract with the applicable Ralcorp Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Parties with respect to the performance by such Ralcorp Party.

Non-Assignable Contracts. (a) If and to the extent that any Ralcorp Xxxxxxxx-Xxxxx Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post Halyard Party of any Contract or other rights relating to the Post Halyard Business that would otherwise be transferred or assigned to such Post Halyard Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp Xxxxxxxx-Xxxxx Party shall continue to be bound thereby and the purported transfer or assignment to such Post Halyard Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by law, the Post Halyard Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp Xxxxxxxx-Xxxxx Parties thereunder from and after the DistributionEffective Time, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Xxxxxxxx-Xxxxx Parties for all indemnifiable Losses arising out of such performance by such Post Halyard Party. The Ralcorp Xxxxxxxx-Xxxxx Parties shall, without further consideration therefor, pay and remit to the applicable Post Halyard Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp Xxxxxxxx-Xxxxx Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a) 6.2 only as reasonably directed by Post Halyard and at PostHalyard’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Xxxxxxxx-Xxxxx Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Halyard Party without payment of further consideration, and such Post the Halyard Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(a) 6.2 is prohibited by law or the terms thereof, this Section 7.02(a) 6.2 shall operate to create a subcontract with the applicable Post Halyard Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Xxxxxxxx-Xxxxx Parties with respect to the performance by such Post Halyard Party. (b) If and to the extent that any Post Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp Party of any Contract or other rights relating to the Ralcorp Business that would otherwise be transferred or assigned to such Ralcorp Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Post Party shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Parties shall pay, perform and discharge fully all of the obligations of the Post Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Parties for all Losses arising out of such performance by such Ralcorp Party. The Post Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party promptly all monies, rights and other considerations received in respect of such performance. The Post Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b) only as reasonably directed by Ralcorp and at Ralcorp’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party without payment of further consideration, and such Ralcorp Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(b) is prohibited by law or the terms thereof, this Section 7.02(b) shall operate to create a subcontract with the applicable Ralcorp Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Parties with respect to the performance by such Ralcorp Party.

Non-Assignable Contracts. (a) If and Notwithstanding anything contained in this Agreement to the extent that contrary, this Agreement shall not constitute an agreement to assign any Ralcorp Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post Party of any Purchased Contract or other rights relating to any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof without the Post Business that consent of a third party thereto would otherwise be transferred or assigned to such Post Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp Party shall continue to be bound thereby and the purported transfer or assignment to such Post Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Post Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Parties for all Losses arising out of such performance by such Post Party. The Ralcorp Parties shall, without further consideration therefor, pay and remit to the applicable Post Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a) only as reasonably directed by Post and at Post’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract constitute a breach or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Party without payment of further consideration, and such Post Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(a) is prohibited by law or the terms contravention thereof, this Section 7.02(a) shall operate to create a subcontract with the applicable Post Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Parties would be ineffective with respect to any such third party, or would in any way adversely affect the performance by such Post Partyrights of Purchaser or Sellers thereunder. (b) If With respect to any such Purchased Contract for which the consent of a party thereto shall not have been obtained at Closing and to the extent that any Post Party is unable claim, right or benefit arising thereunder or resulting therefrom, Sellers and Purchaser shall each use their reasonable good faith efforts to obtain as expeditiously as possible the written consent of the other parties to such Purchased Contract for the assignment thereof to Purchaser. (c) Unless and until any consent, waiver, confirmation, novation or approval is obtained with respect to any such Purchased Contract, Sellers and Purchaser shall cooperate to establish an arrangement satisfactory to Purchaser under which Purchaser would obtain the claims, rights and benefits and assume the corresponding liabilities and obligations thereunder (including by means of any subcontracting, sublicensing or amendment necessary subleasing arrangement) or under which Sellers would enforce for the transfer or assignment benefit of Purchaser, with Purchaser assuming and agreeing to pay Sellers' obligations, any Ralcorp Party and all claims, rights and benefits of any Contract or other rights relating to the Ralcorp Business that would otherwise be transferred or assigned to Sellers against a third party thereto. In such Ralcorp Party as contemplated by this Agreement or any other agreement or document contemplated herebyevent, (i) Sellers will promptly pay to Purchaser, when received, all moneys received by it under any such Post Party shall continue to be bound thereby and the purported transfer Purchased Contract or assignment to such Ralcorp Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained any claim, right or benefit arising thereunder, and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Parties shall Purchaser will promptly pay, perform or discharge, when due, any and discharge fully all of the obligations of the Post Parties thereunder from and after the Distributionliabilities arising thereunder, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Parties for all Losses arising out of such performance by such Ralcorp Party. The Post Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party promptly all monies, rights and other considerations received than those being contested in respect of such performance. The Post Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b) only as reasonably directed by Ralcorp and at Ralcorp’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party without payment of further consideration, and such Ralcorp Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(b) is prohibited by law or the terms thereof, this Section 7.02(b) shall operate to create a subcontract with the applicable Ralcorp Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Parties with respect to the performance by such Ralcorp Partygood faith.

Non-Assignable Contracts. (a) If and to the extent that any Ralcorp Kxxxxxxx-Xxxxx Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post Neenah Party of any Contract or other rights relating to the Post Neenah Business that would otherwise be transferred or assigned to such Post Neenah Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp Kxxxxxxx-Xxxxx Party shall continue to be bound thereby and the purported transfer or assignment to such Post Neenah Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by law, the Post Neenah Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp Kxxxxxxx-Xxxxx Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Kxxxxxxx-Xxxxx Parties for all indemnifiable Losses arising out of such performance by such Post Neenah Party. The Ralcorp Kxxxxxxx-Xxxxx Parties shall, without further consideration therefor, pay and remit to the applicable Post Neenah Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp Kxxxxxxx-Xxxxx Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a) 6.3 only as reasonably directed by Post Neenah and at PostNeenah’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Kxxxxxxx-Xxxxx Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Neenah Party without payment of further consideration, and such Post the Neenah Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(a) 6.3 is prohibited by law or the terms thereof, this Section 7.02(a) 6.3 shall operate to create a subcontract with the applicable Post Neenah Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Kxxxxxxx-Xxxxx Parties with respect to the performance by such Post Neenah Party. (b) If and to the extent that any Post Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp Party of any Contract or other rights relating to the Ralcorp Business that would otherwise be transferred or assigned to such Ralcorp Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Post Party shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Parties shall pay, perform and discharge fully all of the obligations of the Post Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Parties for all Losses arising out of such performance by such Ralcorp Party. The Post Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party promptly all monies, rights and other considerations received in respect of such performance. The Post Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b) only as reasonably directed by Ralcorp and at Ralcorp’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party without payment of further consideration, and such Ralcorp Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(b) is prohibited by law or the terms thereof, this Section 7.02(b) shall operate to create a subcontract with the applicable Ralcorp Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Parties with respect to the performance by such Ralcorp Party.

Non-Assignable Contracts. (a) If and to the extent that any Ralcorp Dxxx Party is unable to does not obtain any consent, approval or amendment necessary for the transfer or assignment to any Post TreeHouse Party of any Contract or other rights relating to the Post Business Transferred Businesses that would otherwise be transferred or assigned to such Post TreeHouse Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp Dxxx Party shall continue to be bound thereby and the purported transfer or assignment to such Post TreeHouse Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by law, the Post TreeHouse Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp Dxxx Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Dxxx Parties for all Losses arising out of such performance by such Post TreeHouse Party. The Ralcorp Dxxx Parties shall, without further consideration therefor, pay and remit to the applicable Post TreeHouse Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp Dxxx Parties shall exercise or exploit their rights and options under all such Contracts and take such other rights, agreements and documents referred to in this Section 7.02(a) only action as may be reasonably directed requested by Post TreeHouse and at PostTreeHouse’s expenseexpense in order to place TreeHouse in the same position it would have been if such Contract had been transferred as contemplated hereby on the Distribution Date. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Dxxx Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post TreeHouse Party without payment of further consideration, and such Post the TreeHouse Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(a) 6.2 is prohibited by law or the terms thereof, this Section 7.02(a) 6.2 shall operate to create a subcontract with the applicable Post TreeHouse Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations consideration received by the Ralcorp Dxxx Parties with respect to the performance by such Post TreeHouse Party. (b) If and to the extent that any Post Party is unable to obtain any consent. For purposes of this Section 6.2, approval or amendment necessary for the transfer or assignment to any Ralcorp Party of any Contract or other rights relating to the Ralcorp Business that would otherwise be transferred or assigned to such Ralcorp Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Post Party “Contract” shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp Party shall automatically be deemed deferred until such time as all legal impediments are removed to include Real Estate Leases and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Parties shall pay, perform and discharge fully all of the obligations of the Post Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Parties for all Losses arising out of such performance by such Ralcorp Party. The Post Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party promptly all monies, rights and other considerations received in respect of such performance. The Post Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b) only as reasonably directed by Ralcorp and at Ralcorp’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party without payment of further consideration, and such Ralcorp Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(b) is prohibited by law or the terms thereof, this Section 7.02(b) shall operate to create a subcontract with the applicable Ralcorp Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Parties with respect to the performance by such Ralcorp PartyPersonal Property Leases.

Non-Assignable Contracts. (a) If and to the extent that any Ralcorp Fortune Brands Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post H&S Party of any Contract or other rights relating to the Post H&S Business that would otherwise be transferred or assigned to such Post H&S Party as contemplated by this Agreement or any other agreement or document contemplated herebyTransaction Agreement, (ia) such Ralcorp Fortune Brands Party shall continue to be bound thereby and the purported transfer or assignment to such Post H&S Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (iib) unless not permitted by the terms thereof or by law, the Post H&S Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp Fortune Brands Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Fortune Brands Parties for all Losses arising out of such performance by such Post H&S Party. The Ralcorp Fortune Brands Parties shall, without further consideration therefor, pay and remit to the applicable Post H&S Party promptly all monies, rights and other considerations consideration received in respect of such performance. The Ralcorp Fortune Brands Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a) 6.1 only as reasonably directed by Post H&S and at PostH&S’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Parties applicable Fortune Brands Party shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post H&S Party without payment of further consideration, and such Post the H&S Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(a) 6.1 is prohibited by law or the terms thereof, this Section 7.02(a) 6.1 shall operate to create a subcontract with the applicable Post H&S Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Fortune Brands Parties with respect to the performance by such Post H&S Party. (b) If and to the extent that any Post Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp Party of any Contract or other rights relating to the Ralcorp Business that would otherwise be transferred or assigned to such Ralcorp Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Post Party shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Parties shall pay, perform and discharge fully all of the obligations of the Post Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Parties for all Losses arising out of such performance by such Ralcorp Party. The Post Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party promptly all monies, rights and other considerations received in respect of such performance. The Post Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b) only as reasonably directed by Ralcorp and at Ralcorp’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party without payment of further consideration, and such Ralcorp Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(b) is prohibited by law or the terms thereof, this Section 7.02(b) shall operate to create a subcontract with the applicable Ralcorp Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Parties with respect to the performance by such Ralcorp Party.

Non-Assignable Contracts. (a) If and to the extent that any Ralcorp Xxxx Xxx Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post CoffeeCo Party of any Contract or other rights relating to the Post CoffeeCo Business that would otherwise be transferred or assigned to such Post CoffeeCo Party as contemplated by this Agreement or any other agreement or document contemplated herebyTransaction Agreement, (ia) such Ralcorp Xxxx Xxx Party shall continue to be bound thereby and the purported transfer or assignment to such Post CoffeeCo Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (iib) unless not permitted by the terms thereof or by law, the Post CoffeeCo Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp Xxxx Xxx Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Xxxx Xxx Parties for all Losses arising out of such performance by such Post CoffeeCo Party. The Ralcorp Xxxx Xxx Parties shall, without further consideration therefor, pay and remit to the applicable Post CoffeeCo Party promptly all monies, rights and other considerations consideration received in respect of such performance. The Ralcorp Xxxx Xxx Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a6.1(a) only as reasonably directed by Post CoffeeCo and at PostCoffeeCo’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Parties applicable Xxxx Xxx Party shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post CoffeeCo Party without payment of further consideration, and such Post the CoffeeCo Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(a6.1(a) is prohibited by law or the terms thereof, this Section 7.02(a6.1(a) shall operate to create a subcontract with the applicable Post CoffeeCo Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Xxxx Xxx Parties with respect to the performance by such Post CoffeeCo Party. (b) If and to the extent that any Post CoffeeCo Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp Xxxx Xxx Party of any Contract or other rights relating to the Ralcorp Xxxx Xxx Business that would otherwise be transferred or assigned to such Ralcorp Xxxx Xxx Party as contemplated by this Agreement or any other agreement or document contemplated herebyTransaction Agreement, (ia) such Post CoffeeCo Party shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp Xxxx Xxx Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (iib) unless not permitted by the terms thereof or by law, the Ralcorp Xxxx Xxx Parties shall pay, perform and discharge fully all of the obligations of the Post CoffeeCo Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post CoffeeCo Parties for all Losses arising out of such performance by such Ralcorp Xxxx Xxx Party. The Post CoffeeCo Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Xxxx Xxx Party promptly all monies, rights and other considerations consideration received in respect of such performance. The Post CoffeeCo Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b6.1(b) only as reasonably directed by Ralcorp Xxxx Xxx and at Ralcorp’s Xxxx Xxx’x expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties applicable CoffeeCo Party shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Xxxx Xxx Party without payment of further consideration, and such Ralcorp the Xxxx Xxx Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(b6.1(b) is prohibited by law or the terms thereof, this Section 7.02(b6.1(b) shall operate to create a subcontract with the applicable Ralcorp Xxxx Xxx Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post CoffeeCo Parties with respect to the performance by such Ralcorp Xxxx Xxx Party.

Non-Assignable Contracts. (a) If and to the extent that any Ralcorp Marathon Oil Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post Marathon Petroleum Party of any Contract or other rights relating to the Post Marathon Petroleum Business that would otherwise be transferred or assigned to such Post Marathon Petroleum Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp Marathon Oil Party shall continue to be bound thereby and the purported transfer or assignment to such Post Marathon Petroleum Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Post Marathon Petroleum Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp Marathon Oil Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Marathon Oil Parties for all Losses arising out of such performance by such Post Marathon Petroleum Party. The Ralcorp Marathon Oil Parties shall, without further consideration therefor, pay and remit to the applicable Post Marathon Petroleum Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp Marathon Oil Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a7.2(a) only as reasonably directed by Post Marathon Petroleum and at PostMarathon Petroleum’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Marathon Oil Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Marathon Petroleum Party without payment of further consideration, and such Post Marathon Petroleum Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(a7.2(a) is prohibited by law or the terms thereof, this Section 7.02(a7.2(a) shall operate to create a subcontract with the applicable Post Marathon Petroleum Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Marathon Oil Parties with respect to the performance by such Post Marathon Petroleum Party. (b) If and to the extent that any Post Marathon Petroleum Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp Marathon Oil Party of any Contract or other rights relating to the Ralcorp Marathon Oil Business that would otherwise be transferred or assigned to such Ralcorp Marathon Oil Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Post Marathon Petroleum Party shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp Marathon Oil Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Marathon Oil Parties shall pay, perform and discharge fully all of the obligations of the Post Marathon Petroleum Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Marathon Petroleum Parties for all Losses arising out of such performance by such Ralcorp Marathon Oil Party. The Post Marathon Petroleum Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Marathon Oil Party promptly all monies, rights and other considerations received in respect of such performance. The Post Marathon Petroleum Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b7.2(b) only as reasonably directed by Ralcorp Marathon Oil and at RalcorpMarathon Oil’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Marathon Petroleum Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Marathon Oil Party without payment of further consideration, and such Ralcorp Marathon Oil Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(b7.2(b) is prohibited by law or the terms thereof, this Section 7.02(b7.2(b) shall operate to create a subcontract with the applicable Ralcorp Marathon Oil Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Marathon Petroleum Parties with respect to the performance by such Ralcorp Marathon Oil Party.

Non-Assignable Contracts. (a) If and to the extent that any Ralcorp Xxxx Xxx Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post CoffeeCo Party of any Contract or other rights relating to the Post CoffeeCo Business that would otherwise be transferred or assigned to such Post CoffeeCo Party as contemplated by this Agreement or any other agreement or document contemplated herebyTransaction Agreement, (ia) such Ralcorp Xxxx Xxx Party shall continue to be bound thereby and the purported transfer or assignment to such Post CoffeeCo Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (iib) unless not permitted by the terms thereof or by law, the Post CoffeeCo Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp Xxxx Xxx Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Xxxx Xxx Parties for all Losses arising out of such performance by such Post CoffeeCo Party. The Ralcorp Xxxx Xxx Parties shall, without further consideration therefor, pay and remit to the applicable Post CoffeeCo Party promptly all monies, rights and other considerations consideration received in respect of such performance. The Ralcorp Xxxx Xxx Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a6.1(a) only as reasonably directed by Post CoffeeCo and at (a) shall operate to create a subcontract with the applicable CoffeeCo Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Xxxx Xxx Parties with respect to the performance by such CoffeeCo Party. (b) If and to the extent that any CoffeeCo Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Xxxx Xxx Party of any Contract or other rights relating to the Xxxx Xxx Business that would otherwise be transferred or assigned to such Xxxx Xxx Party as contemplated by this Agreement or any other Transaction Agreement, (a) such CoffeeCo Party shall continue to be bound thereby and the purported transfer or assignment to such Xxxx Xxx Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (b) unless not permitted by the terms thereof or by law, the Xxxx Xxx Parties shall pay, perform and discharge fully all of the obligations of the CoffeeCo Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the CoffeeCo Parties for all Losses arising out of such performance by such Xxxx Xxx Party. The CoffeeCo Parties shall, without further consideration therefor, pay and remit to the applicable Xxxx Xxx Party promptly all monies, rights and other consideration received in respect of such performance. The CoffeeCo Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.1 (b) only as reasonably directed by Xxxx Xxx and at Post’s Xxxx Xxx’x expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Parties applicable CoffeeCo Party shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Xxxx Xxx Party without payment of further consideration, and such Post the Xxxx Xxx Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(a6.1(b) is prohibited by law or the terms thereof, this Section 7.02(a6.1(b) shall operate to create a subcontract with the applicable Post Xxxx Xxx Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp CoffeeCo Parties with respect to the performance by such Post Xxxx Xxx Party. (b) If and to the extent that any Post Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp Party of any Contract or other rights relating to the Ralcorp Business that would otherwise be transferred or assigned to such Ralcorp Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Post Party shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Parties shall pay, perform and discharge fully all of the obligations of the Post Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Parties for all Losses arising out of such performance by such Ralcorp Party. The Post Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party promptly all monies, rights and other considerations received in respect of such performance. The Post Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b) only as reasonably directed by Ralcorp and at Ralcorp’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party without payment of further consideration, and such Ralcorp Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(b) is prohibited by law or the terms thereof, this Section 7.02(b) shall operate to create a subcontract with the applicable Ralcorp Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Parties with respect to the performance by such Ralcorp Party.

Non-Assignable Contracts. (a) If and to the extent that any Ralcorp TXI Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post Chaparral Party of any Contract or other rights relating to the Post Chaparral Business that would otherwise be transferred or assigned to such Post Chaparral Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp TXI Party shall continue to be bound thereby and the purported transfer or assignment to such Post Chaparral Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by law, the Post Chaparral Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp TXI Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp TXI Parties for all indemnifiable Losses arising out of such performance by such Post Chaparral Party. The Ralcorp TXI Parties shall, without further consideration therefor, pay and remit to the applicable Post Chaparral Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp TXI Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a) 6.2 only as reasonably directed by Post Chaparral and at PostChaparral’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp TXI Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Chaparral Party without payment of further consideration, and such Post the Chaparral Party shall, ,without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(a) 6.2 is prohibited by law or the terms thereof, this Section 7.02(a) 6.2 shall operate to create a subcontract with the applicable Post Chaparral Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp TXI Parties with respect to the performance by such Post Chaparral Party. (b) If and to the extent that any Post Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp Party of any Contract or other rights relating to the Ralcorp Business that would otherwise be transferred or assigned to such Ralcorp Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Post Party shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Parties shall pay, perform and discharge fully all of the obligations of the Post Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Parties for all Losses arising out of such performance by such Ralcorp Party. The Post Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party promptly all monies, rights and other considerations received in respect of such performance. The Post Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b) only as reasonably directed by Ralcorp and at Ralcorp’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party without payment of further consideration, and such Ralcorp Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(b) is prohibited by law or the terms thereof, this Section 7.02(b) shall operate to create a subcontract with the applicable Ralcorp Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Parties with respect to the performance by such Ralcorp Party.

Non-Assignable Contracts. (a) If and Notwithstanding anything contained in this Agreement to the extent that contrary, this Agreement shall not constitute an agreement to assign any Ralcorp Party is unable to obtain Purchased Contractor any consentclaim, approval right or amendment necessary for benefit arising thereunder or resulting therefrom if an attempted assignment thereof without the transfer or assignment to any Post Party consent of any Contract a third party thereto would constitute a breach or other rights relating to the Post Business that would otherwise be transferred or assigned to such Post Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp Party shall continue to be bound thereby and the purported transfer or assignment to such Post Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Post Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Parties for all Losses arising out of such performance by such Post Party. The Ralcorp Parties shall, without further consideration therefor, pay and remit to the applicable Post Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a) only as reasonably directed by Post and at Post’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Party without payment of further consideration, and such Post Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(a) is prohibited by law or the terms contravention thereof, this Section 7.02(a) shall operate to create a subcontract with the applicable Post Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Parties would be ineffective with respect to any such third party, or would in any way adversely affect the performance by such Post Partyrights of Purchaser or Sellers thereunder. (b) If With respect to any such Purchased Contract for which the consent of a party thereto shall not have been obtained at Closing and to the extent that any Post Party is unable claim, right or benefit arising thereunder or resulting therefrom, Sellers and Purchaser shall each use their reasonable good faith efforts to obtain as expeditiously as possible the written consent of the other parties to such Purchased Contract for the assignment thereof to Purchaser. (c) Unless and until any consent, waiver, confirmation, novation or approval is obtained with respect to any such Purchased Contract, Sellers and Purchaser shall cooperate to establish an arrangement satisfactory to Purchaser under which Purchaser would obtain the claims, rights and benefits and assume the corresponding Liabilities and obligations thereunder (including by means of any subcontracting, sublicensing or amendment necessary subleasing arrangement) or under which Sellers would enforce for the transfer or assignment benefit of Purchaser, with Purchaser assuming and agreeing to pay Sellers' obligations, any Ralcorp Party and all claims, rights and benefits of any Contract or other rights relating to the Ralcorp Business that would otherwise be transferred or assigned to Sellers against a third party thereto. In such Ralcorp Party as contemplated by this Agreement or any other agreement or document contemplated herebyevent, (i) Sellers will promptly pay to Purchaser, when received, all moneys received by it under any such Post Party shall continue to be bound thereby and the purported transfer Purchased Contract or assignment to such Ralcorp Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained any claim, right or benefit arising thereunder, and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Parties shall Purchaser will promptly pay, perform or discharge, when due, any and discharge fully all of the obligations of the Post Parties thereunder from and after the DistributionLiabilities arising thereunder, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Parties for all Losses arising out of such performance by such Ralcorp Party. The Post Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party promptly all monies, rights and other considerations received than those being contested in respect of such performance. The Post Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b) only as reasonably directed by Ralcorp and at Ralcorp’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party without payment of further consideration, and such Ralcorp Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(b) is prohibited by law or the terms thereof, this Section 7.02(b) shall operate to create a subcontract with the applicable Ralcorp Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Parties with respect to the performance by such Ralcorp Partygood faith.

Non-Assignable Contracts. (a) If In the event and to the extent that any Ralcorp Party is the parties are unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post Party of any Contract Contract, lease, license or other rights relating to the Post Japanese Xxxxxxx Business that otherwise would otherwise be transferred or assigned to such Post Party ELL or one of its Subsidiaries as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp Party BKK shall continue to be bound thereby and the purported transfer or assignment to such Post Party ELL shall automatically be deemed deferred until such time as all legal impediments are removed and and/or all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by law, the Post Parties ELL shall pay, perform and discharge fully all of the obligations of the Ralcorp Parties BKK thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken placeBunkatsu Date, and indemnify the Ralcorp Parties BKK and its Affiliates for all indemnifiable Losses arising out of such performance by such Post PartyELL. The Ralcorp Parties BKK shall, without further consideration therefor, pay and remit to the applicable Post Party ELL promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp Parties BKK shall exercise or exploit their its rights and options under all such Contracts Contracts, leases, licenses and other rights, agreements rights and documents commitments referred to in this Section 7.02(a) 6.9 only as reasonably directed by Post ELL and at Post’s ELL's expense. If and when any such consent, approval or amendment consent shall be obtained or such Contract Contract, lease, license or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Parties BKK shall promptly assign or transfer and novate (to the extent permissible) all of their its rights and obligations thereunder to the applicable Post Party ELL without payment of further consideration, and such Post Party ELL shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract Contract, lease, license or other right rights (or the proceeds therefromthereof) pursuant to this Section 7.02(a) 6.9 is prohibited by law or law, the terms thereof, assignment provisions of this Section 7.02(a) 6.9 shall operate to create a subcontract with the applicable Post Party ELL to perform each relevant Contract unassignable Contract, lease or other right, agreement or document license of BKK at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Parties BKK with respect to the performance by ELL under such Post Partysubcontract. (b) If and to the extent that any Post Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp Party of any Contract or other rights relating to the Ralcorp Business that would otherwise be transferred or assigned to such Ralcorp Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Post Party shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Parties shall pay, perform and discharge fully all of the obligations of the Post Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Parties for all Losses arising out of such performance by such Ralcorp Party. The Post Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party promptly all monies, rights and other considerations received in respect of such performance. The Post Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b) only as reasonably directed by Ralcorp and at Ralcorp’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party without payment of further consideration, and such Ralcorp Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(b) is prohibited by law or the terms thereof, this Section 7.02(b) shall operate to create a subcontract with the applicable Ralcorp Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Parties with respect to the performance by such Ralcorp Party.

Non-Assignable Contracts. (a) If and to the extent that any Ralcorp Xxxxxxxx-Xxxxx Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post Neenah Party of any Contract or other rights relating to the Post Neenah Business that would otherwise be transferred or assigned to such Post Neenah Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp Xxxxxxxx-Xxxxx Party shall continue to be bound thereby and the purported transfer or assignment to such Post Neenah Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained obtained, and (ii) unless not permitted by the terms thereof or by law, the Post Neenah Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp Xxxxxxxx-Xxxxx Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Xxxxxxxx-Xxxxx Parties for all indemnifiable Losses arising out of such performance by such Post Neenah Party. The Ralcorp Xxxxxxxx-Xxxxx Parties shall, without further consideration therefor, pay and remit to the applicable Post Neenah Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp Xxxxxxxx-Xxxxx Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a) 6.3 only as reasonably directed by Post Neenah and at PostNeenah’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Xxxxxxxx-Xxxxx Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Neenah Party without payment of further consideration, and such Post the Neenah Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefromthereof) pursuant to this Section 7.02(a) 6.3 is prohibited by law or the terms thereof, this Section 7.02(a) 6.3 shall operate to create a subcontract with the applicable Post Neenah Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Xxxxxxxx-Xxxxx Parties with respect to the performance by such Post Neenah Party. (b) If and to the extent that any Post Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Ralcorp Party of any Contract or other rights relating to the Ralcorp Business that would otherwise be transferred or assigned to such Ralcorp Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Post Party shall continue to be bound thereby and the purported transfer or assignment to such Ralcorp Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Ralcorp Parties shall pay, perform and discharge fully all of the obligations of the Post Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Post Parties for all Losses arising out of such performance by such Ralcorp Party. The Post Parties shall, without further consideration therefor, pay and remit to the applicable Ralcorp Party promptly all monies, rights and other considerations received in respect of such performance. The Post Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(b) only as reasonably directed by Ralcorp and at Ralcorp’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Post Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Ralcorp Party without payment of further consideration, and such Ralcorp Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(b) is prohibited by law or the terms thereof, this Section 7.02(b) shall operate to create a subcontract with the applicable Ralcorp Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Post Parties with respect to the performance by such Ralcorp Party.