Common use of Nonassignability of Assets Clause in Contracts

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, to Purchaser of any asset that would be a Conveyed Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any Law or would require any authorization, approval, consent or waiver by any Governmental Authority or Person, and such authorization, approval, consent or waiver shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset or an attempt thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then following the Closing, Seller shall use its commercially reasonable efforts and the Parties shall cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller shall not be required to make any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, other than filing, recordation or similar fees, which shall be paid by Purchaser. Pending such authorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall assign, lease, sublease, transfer, convey or deliver such asset to Purchaser at no additional cost to Purchaser. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.2, then Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, delivery to Purchaser the Companies of any asset (other than an Applicable Contract) that would be a Conveyed Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any authorizationgovernmental or third-party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in Article VI, in which event the Closing shall proceed only if the failed condition is waived by the Party (or an attempt Parties, as applicable) entitled to the benefit thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such assetasset (other than an Applicable Contract) that would be a Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom, then following the Closing, Seller the parties hereto shall use its their commercially reasonable efforts efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller none of the parties hereto or any of their Affiliates shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, consideration therefor other than filing, recordation or similar fees, which shall be paid shared equally by PurchaserSeller and Buyer. Pending such authorization, approval, consent or waiver, the Parties parties hereto shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the Companies the benefits of use of such asset and to Seller or its Affiliates the benefits, including any indemnities, that it they would have obtained had the asset been conveyed to Purchaser the Companies at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall or shall cause its relevant Affiliates to, assign, lease, sublease, transfer, convey or and deliver such asset to Purchaser the Companies at no additional cost cost. Subject to Purchaser. To the Transition Plan and the Transition Service Agreement, to the extent that, within 90 days of the Closing Date, it is determined by Seller, with the consent of Buyer, such consent not to be unreasonably withheld or delayed, that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser the Companies following the Closing pursuant to this Section 2.22.10, then Seller and Purchaser the Companies shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser the Companies of the obligations thereunder, and upon the entering into of such arrangement by Seller and the Companies, such asset shall no longer be determined to be a Transferred Asset. Seller shall hold in trust for and pay to Purchaser the Companies promptly upon receipt thereof, all income, proceeds and other monies received by Seller or any of its Affiliates in connection with its use of any asset (net of any Taxes and any other costs imposed upon SellerSeller or any of its Affiliates) in connection with the arrangements under this Section 2.22.10.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or deliverydelivery to Buyer, to Purchaser of any asset that would be a Conveyed Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any Law applicable law or would require any authorizationgovernmental or third party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset or an attempt thereof; provided, however, if such failure causes a failure of any of the conditions to Buyer's obligations to consummate the transactions contemplated by this Agreement, the Closing shall proceed only if Buyer elects, in its sole discretion, to waive such conditions. In the event that the Closing proceeds without the transfer, sublease transfer or assignment of any such asset, then following the Closing, Seller the parties shall use its commercially their reasonable efforts efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller neither Sellers nor Buyer shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise consideration for any such authorization, approval, consent or waiver, waiver other than filing, recordation or similar fees, fees which shall be paid by Purchaserthe party who is required by law or this Agreement to do so. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of use of such asset and to Seller Sellers the benefits, including any indemnities, that it they would have obtained had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.2 2.10 of any contractContract, Purchaser Buyer shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller Sellers thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such obligations or related liabilities to PurchaserBuyer, would be a direct obligation of Buyer, and in any event would be considered an Assumed LiabilitiesLiability. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller Sellers shall assign, lease, sublease, transfer, convey or and deliver such asset to Purchaser Buyer at no additional cost to PurchaserBuyer. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser Buyer following the Closing pursuant to this Section 2.22.10, then Seller Buyer and Purchaser Sellers shall use their reasonable best good faith efforts to enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser Buyer of the obligations thereunder. Seller Sellers shall hold in trust for and pay to Purchaser Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Seller Sellers in connection with its their use of any asset (net of any Taxes and any other costs imposed upon SellerSellers) in connection with the arrangements under this Section 2.22.10.

Nonassignability of Assets. (a) Notwithstanding anything to the contrary contained in this Agreement, Agreement to the extent that the sale, assignment, lease, subleaseconveyance, transfer, conveyance assignment or delivery, delivery or attempted sale, lease, sublease, assignmentconveyance, transfer, conveyance assignment or deliverydelivery to or from the Transferred Companies, to Purchaser as the case may be, of any asset that would be a Conveyed Transferred Asset or Excluded Asset, as applicable, or any claim or right or any benefit arising thereunder or resulting therefrom (and the subsequent acquisition of the Transferred Companies by Buyer) is prohibited by any applicable Law or would result in a violation or breach of Contract, or would require any authorizationGovernmental Authorizations or third-party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver shall waivers have not have been obtained obtained, or such violation or breach has not been cured, prior to the ClosingClosing (the “Unassigned Assets”), the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, subleaseconveyance, transfer, conveyance assignment or delivery of such asset (and there shall be no adjustment to the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets Purchase Price. The parties shall not constitute a breach of this Agreement by Seller)use their commercially reasonable efforts, and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset or an attempt thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then following the Closing, Seller shall use its commercially reasonable efforts and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waiverswaivers or cure any such violation or breach; provided, however, that none of Seller or its Subsidiaries or Buyer or its Subsidiaries shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiverconsideration therefor, other than filing, recordation or similar fees. Seller shall not authorize or enter into any agreement or commitment with respect to obtaining any such authorizations, approvals, consents or waivers or curing any such violation or breach that would be binding on the Transferred Business without Buyer’s prior written consent (which consent shall not be paid by Purchaserunreasonably withheld, delayed or conditioned unless the agreement or commitment would require Buyer to pay increased fees or expenses (or receive decreased revenues) with respect thereto). Pending such authorization, approval, consent or waiver, or the Parties cure of any such violation or breach and subject to Section 6.13, in the case of Customer Contracts that are Unassigned Assets, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide (a) to Purchaser the intended transferee the benefits of use of such asset Unassigned Asset and (b) to Seller the benefits, including any indemnities, intended transferor (i) the benefits that it they would have obtained had the asset Unassigned Asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder Closing and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign (ii) relief from all Liabilities associated with such liabilities to Purchaser, would be Assumed LiabilitiesUnassigned Asset. Once authorization, approval, consent or waiver for the saleconveyance, transfer, assignment, lease, sublease, transfer, conveyance or delivery of any such asset Unassigned Asset not soldconveyed, transferred, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, or such violation or breach is cured, Seller or Buyer, as applicable, shall, or shall assigncause the applicable Subsidiary or Subsidiaries to, leaseconvey, sublease, transfer, convey or transfer and deliver such asset Unassigned Asset to Purchaser at the intended transferee for no additional cost (other than any applicable Transfer Taxes for which Buyer shall be responsible in accordance with Section 6.5(e) hereof), and such Unassigned Asset shall thereafter be deemed to Purchaser. To the extent that any such asset cannot be transferred a Transferred Asset or the full benefits of use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.2Excluded Asset, then Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2as applicable.

Nonassignability of Assets. (a) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, subleaseconveyance, transfer, conveyance assignment or delivery, delivery or attempted sale, lease, sublease, assignmentconveyance, transfer, conveyance assignment or deliverydelivery to or from the Transferred Companies, to Purchaser as the case may be, of any asset that would be a Conveyed Transferred Asset (including an Assigned Contract) or Excluded Asset, as applicable, or any claim or right or any benefit arising thereunder or resulting therefrom (and the subsequent acquisition of Newco by Buyer) is prohibited by any applicable Law or would result in a violation or breach of Contract, or would require any authorizationGovernmental Authorizations or third-party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver shall waivers have not have been obtained obtained, or such violation or breach has not been cured, prior to the ClosingClosing (other than for Federal Government Contracts, which will transfer at the Closing subject to a subsequent Federal Government Contract novation) (the “Unassigned Assets”), the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, subleaseconveyance, transfer, conveyance assignment or delivery of such asset and there shall be no adjustment to the Purchase Price. The parties shall use their commercially reasonable efforts for six (and 6) months following the failure Closing (other than for Federal Government Contracts, for which there will be no six (6) month limit on the parties’ obligations to use commercially reasonable efforts to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by SellerFederal Government novation), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset or an attempt thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then following the Closing, Seller shall use its commercially reasonable efforts and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waiverswaivers or cure any such violation or breach; provided, however, that none of Seller or its Subsidiaries or Buyer or its Subsidiaries shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiverconsideration therefor, other than filing, recordation or similar feesfees and, provided, further, that the parties shall not be required to seek any authorizations, approvals, consents or waivers or cure any such violation or breach under Non-Scheduled Contracts. Seller shall not authorize or enter into any agreement or commitment with respect to obtaining any such authorizations, approvals, consents, novations or waivers or curing any such violation or breach that would impose an additional obligation or burden on the Transferred Business without Buyer’s prior written consent (which consent shall not be paid by Purchaserunreasonably withheld, conditioned or delayed). Pending such authorization, approval, consent consent, novation or waiver, or the Parties cure of any such violation or breach, and subject to Section 6.17, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to assert any rights under such Unassigned Asset or yet to be novated Federal Government Contract (and Seller shall keep Buyer reasonably informed with respect to material changes to any such Unassigned Asset) and provide (a) to Purchaser the intended transferee the benefits of use use, burdens and obligations of such asset Unassigned Asset or yet to be novated Federal Government Contract and (b) to Seller the benefits, including any indemnities, intended transferor the benefits that it they would have obtained had the asset Unassigned Asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant Closing and relief from all Liabilities associated with such Unassigned Asset or yet to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilitiesnovated Federal Government Contract. Once authorization, approval, consent or waiver for the saleconveyance, transfer, assignment, lease, sublease, transfer, conveyance or delivery of any such asset Unassigned Asset not soldconveyed, transferred, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, or such violation or breach is cured, Seller or Buyer, as applicable, shall, or shall assigncause the applicable Subsidiary or Subsidiaries to, leaseconvey, sublease, transfer, convey or transfer and deliver such asset Unassigned Asset to Purchaser at the intended transferee for no additional cost (other than any applicable Transfer Taxes for which Buyer shall be responsible in accordance with Section 6.5(e) hereof), and such Unassigned Asset shall thereafter be deemed to Purchaser. To the extent that any such asset cannot be transferred a Transferred Asset or the full benefits of use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.2Excluded Asset, then Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2as applicable.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, delivery to the Purchaser of any asset that would be a Conveyed Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any Law Legal Requirement or would require any authorizationGovernmental Authorizations or third party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in Section 5, in which event the Closing shall proceed only if the failed condition is waived by the party or an attempt parties entitled to the benefit thereof. In the event that the failed condition is waived and the Closing proceeds without the transfer, sublease or assignment of any such asset, then following the Closing, Seller the parties shall use its commercially their reasonable efforts efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that none of the Seller or the Purchaser or any of their respective Affiliates shall not be required to make pay any payment that is not commercially reasonable or compromise consideration to obtain any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, contractual consent or waiver, other than (i) any de minimis fees, expenses or other consideration or (ii) any such fees, expenses or other consideration required to be paid pursuant to the express provisions of the contract requiring such consent, which consideration, fees or expenses shall be paid by the party obligated to seek such consent, nor shall any such party be required to pay any amounts in respect of any Governmental Authorization other than filing, recordation or similar fees, fees which shall be paid shared equally by the Seller and the Purchaser. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, take all reasonable and lawful arrangements designed to provide to the Purchaser the benefits of use of such asset and to the Seller or its Affiliates the benefits, including any indemnities, that it they would have obtained had the asset been conveyed to the Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, the Seller shall or shall cause the relevant Affiliates to, assign, lease, sublease, transfer, convey or and deliver such asset to the Purchaser at no additional cost to Purchasercost. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to the Purchaser following the Closing pursuant to this Section 2.21.14, then the Purchaser and the Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Purchaser of the obligations thereunder. The Seller shall hold in trust for and pay to the Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by the Seller or any of its Affiliates in connection with its use of any asset (net of any Taxes and any other costs imposed upon Sellerthe Seller or any of its Affiliates) in connection with the arrangements under this Section 2.21.14.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance assignment or delivery, transfer or attempted sale, lease, sublease, assignment, transfer, conveyance assignment or delivery, transfer to the Purchaser of any asset that would be a Conveyed Asset or any claim or right Assigned and Assumed Contract, Licensed Software or any benefit arising thereunder or resulting therefrom is prohibited by any Law applicable law or would require any authorizationgovernmental or third party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Person, waivers and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, subleasetransfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery of such asset or an attempt delivery, thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then following Following the Closing, Seller the parties shall use its commercially reasonable efforts best efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller neither the Sellers nor the Purchaser shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, other than filing, recordation or similar fees, which shall be paid by Purchaserconsideration therefor. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to the Purchaser the benefits of use of any such asset Assigned and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent Assumed Contracts or waiver to assign such liabilities to Purchaser, would be Assumed LiabilitiesLicensed Software. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance assignment or delivery transfer of any such asset Assigned and Assumed Contract or Licensed Software not sold, assigned, leased, subleased, transferred, conveyed subleased or delivered transferred at the Closing is obtained, Seller the Sellers shall assignassign or transfer such Assigned and Assumed Contract, lease, sublease, transfer, convey or deliver such asset Licensed Software to the Purchaser at no additional cost to Purchasercost. To the extent that any such asset Assigned and Assumed Contract or Licensed Software cannot be transferred or the full benefits of use of any such asset Assigned and Assumed Contract cannot be provided to the Purchaser following the Closing pursuant to this Section 2.22.05, then Seller the Purchaser and Purchaser the Sellers shall enter into such arrangements (including leasing, subleasing, sublicensing subleasing or subcontractingsubcontracting if permitted) to provide to the Parties parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Purchaser of the obligations thereunder. Seller shall pay thereunder to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with its use of the extent that entering into any asset (net of any Taxes and any other costs imposed upon Seller) in connection with such arrangements would not be materially burdensome to the arrangements under this Section 2.2Sellers as a whole or the Purchaser.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, delivery to Purchaser the Companies of any asset (other than an Applicable Contract) that would be a Conveyed Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any authorizationgovernmental or third-party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in Article VI, in which event the Closing shall proceed only if the failed condition is waived by the Party (or an attempt Parties, as applicable) entitled to the benefit thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such assetasset (other than an Applicable Contract) that would be a Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom, then following the Closing, Seller the parties hereto shall use its their commercially reasonable efforts efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller none of the parties hereto or any of their Affiliates shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, consideration therefor other than filing, recordation or similar fees, which shall be paid shared equally by PurchaserSeller and Buyer. Pending such authorization, approval, consent or waiver, the Parties parties hereto shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the Companies the benefits of use of such asset and to Seller or its Affiliates the benefits, including any indemnities, that it they would have obtained had the asset been conveyed to Purchaser the Companies at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall or shall cause its relevant Affiliates to, assign, lease, sublease, transfer, convey or and deliver such asset to Purchaser the Companies at no additional cost cost. Subject to Purchaser. To the Transition Plan and the Transition Services Agreement, to the extent that, within 90 days of the Closing Date, it is determined by Seller, with the consent of Buyer, such consent not to be unreasonably withheld or delayed, that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser the Companies following the Closing pursuant to this Section 2.22.10, then Seller and Purchaser the Companies shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser the Companies of the obligations thereunder, and upon the entering into of such arrangement by Seller and the Companies, such asset shall no longer be determined to be a Transferred Asset. Seller shall hold in trust for and pay to Purchaser the Companies promptly upon receipt thereof, all income, proceeds and other monies received by Seller or any of its Affiliates in connection with its use of any asset (net of any Taxes and any other costs imposed upon SellerSeller or any of its Affiliates) in connection with the arrangements under this Section 2.22.10.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to To the extent that the saleany license, assignmentpermit, agreement, lease, subleasesales or purchase order, transfercommitment or other contract, conveyance property interest, qualification or deliveryasset described in this Agreement as being sold, assigned, transferred or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, conveyed to Purchaser of any asset that would be a Conveyed Asset the Buyer by the Seller (collectively the "Commitments") or any claim or claim, right or any benefit arising thereunder or resulting therefrom (collectively, together with the Commitments, the "Interests"), is prohibited by any Law not capable of being sold, assigned, transferred or would require any authorization, conveyed without the approval, consent or waiver by of the issuer thereof or the other party thereto, or any Governmental Authority or third Person, and including a government or governmental or regulatory authority, or if such authorization, approval, consent or waiver shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), without the sale, assignment, lease, sublease, transfer, transfer or conveyance or delivery of such asset attempted sale, assignment, transfer or conveyance would be invalid, or would destroy, terminate or eliminate (and or permit any other Person to destroy, terminate or eliminate) the failure to obtain such authorizationInterests related thereto, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not would constitute a breach of a Commitment or a violation of any law, rule or regulation then any provision in this Agreement by Seller)or any specific conveyance to the contrary notwithstanding, and this Agreement shall not constitute a sale, assignment, sublease, transfer, transfer or conveyance or delivery of such asset thereof or an attempt attempted sale, assignment, transfer or conveyance thereof. In , but the event that Seller and the Closing proceeds without Buyer shall do such acts and things as may be reasonably necessary to give the transferBuyer the full benefit in respect of the Interests and the Seller the full benefit of the assumption of the Assumed Liabilities with respect thereto, sublease or assignment of any such asset, then following the Closing, Seller shall use its commercially including using reasonable efforts in order that any necessary third party shall execute such documents and do such acts and things as may be reasonably required for such purpose (including any consent, approval or amendment required to novate, reissue or assign the Parties shall cooperate with each other to obtain promptly such authorizations, approvals, consents or waiversaffected Commitments); provided, however, that neither the Seller nor the Buyer shall not be required obligated to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise consideration therefor (except for any such authorization, approval, consent or waiver, filing fees and other than filing, recordation or similar fees, charges which shall be paid by Purchaserthe Seller) to, or commence litigation against, the third party or Person from whom such consents, approvals or waivers are requested. Pending If the Buyer or the Seller is unable to obtain any such authorizationrequired consent, approval, consent approval or waiver, then until such required consent, approval or waiver is obtained, and in the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 absence of any contractalternative arrangement established by agreement between the Buyer and the Seller, Purchaser the Seller shall perform continue to be bound by such Commitments and the Buyer shall, as agent for the benefit of the other Persons that are parties thereto Seller or as subcontractor, pay, perform and discharge fully all the obligations of the Seller thereunder from and payafter the Closing Date and the Seller shall, discharge without further consideration, pay and satisfy remit to the Buyer (or its designee) promptly all money, rights and other consideration received in respect of such performance after payment of any related liabilities thattaxes, but for costs or expenses due from the lack Seller (or its Affiliates) with respect to such receipt. The Seller shall conduct itself in the exercise of an authorization, its rights under all such commitments only as reasonably directed by the Buyer and at the Buyer's expense. If and when any such approval, consent or waiver shall be obtained or such Commitment shall otherwise become assignable or able to assign be novated or such liabilities restriction shall have been satisfied or waived or no longer apply, the assignment of the Assets and the assumption of the Assumed Liabilities related to Purchaser, would be Assumed Liabilities. Once authorization, such approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery restriction on assignment and/or assumption shall become effective automatically as of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtainedDate, Seller shall assign, lease, sublease, transfer, convey or deliver such asset to Purchaser at no additional cost to Purchaser. To without further action on the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.2, then Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser part of the obligations thereunder. Seller shall pay to Purchaser promptly upon receipt thereofSeller, all income, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and the Buyer or any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2Person, and without payment of further consideration.

Nonassignability of Assets. (a) Notwithstanding anything to the contrary contained set forth in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, Transfer or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, Transfer to Purchaser of any asset that would be a Conveyed Transferred Asset (other than the FCC Licenses and any Restricted Assets, which are addressed in Section 5.5(d)) or any claim or right or any benefit arising thereunder or resulting therefrom is (a) prohibited by any applicable Law or (b) without a Permit or Consent would require (i) constitute a breach or other contravention thereof, (ii) subject Seller Parent, Purchaser, or any authorizationof their respective officers, approvaldirectors, consent agents or waiver by Affiliates, to civil or criminal liability, (iii) be ineffective, void or voidable or (iv) adversely affect the rights thereunder of Seller Parent, Purchaser or any Governmental Authority of their respective officers, directors, agents or PersonAffiliates, and such authorization, approval, consent Permit or waiver shall Consent has not have been obtained prior to the Closing, then in each case the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery Transfer of such asset (and unless the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of Transfer such asset causes a failure of any of the conditions to the Closing set forth in Article VIII, in which event, the Closing shall proceed only if the failed condition is waived by the Party or an attempt Parties entitled to the benefit thereof. In the event that the Closing proceeds without the transfer, sublease or assignment For a period of any such asset, then following 12 months after the Closing, Seller shall use its commercially reasonable efforts and the Parties shall cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller shall not be required to make any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, other than filing, recordation or similar fees, which shall be paid by Purchaser. Pending such authorization, approval, consent or waiver, the Parties shall use their commercially reasonable efforts to promptly obtain such Permit or Consent. Pending obtaining such Permit or Consent, Seller Parent shall, and shall cause Seller to, cooperate with each other Purchaser in good faith and without further consideration in any mutually agreeable, lawful and commercially reasonable and lawful arrangements designed arrangement to provide to Purchaser with the economic claims, rights and benefits of use of under such asset and to Seller assume the benefitseconomic burdens and obligations with respect thereto in accordance with this Agreement, including any indemnitiesby subcontracting, that it would have obtained had the asset been conveyed sublicensing or subleasing to Purchaser at the Closing. To to the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilitiescontractually permissible. Once authorization, approval, consent the required Permit or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing Consent is obtained, Seller Parent shall, or shall assigncause the relevant Affiliates to, lease, sublease, transfer, convey or deliver Transfer such asset to Purchaser at no additional cost to Purchaser. To Seller Parent shall not have any Liability to Purchaser arising out of or relating to the extent that failure to obtain any such asset cannot Permit or Consent that may be transferred or the full benefits of use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.2, then Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) required in connection with the arrangements under Transactions by this Agreement due to any Governmental Entity or third party’s failure to issue or grant such Permit or to provide Consent, as applicable, or because of any circumstances resulting therefrom; provided that Seller Parent’s compliance with its covenants set forth herein, including in Section 5.16, Section 5.17 and Section 5.18, shall be so taken into account. For so long as Seller Parent holds any Transferred Assets and provides to Purchaser any claims, rights and benefits of any such Transferred Assets pursuant to an arrangement described in this Section 2.22.9, Purchaser shall indemnify and hold harmless Seller Parent from and against all Damages incurred or asserted as a result of Seller Parent’s post-Closing direct or indirect ownership, management or operation of any such Transferred Assets, except to the extent arising from Seller Parent’s or Sellers’s or any of their Affiliates’ (other than the Sold Company’s) gross negligence or willful misconduct.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to To the extent that the saleany license, assignmentpermit, agreement, lease, subleasesales or purchase order, transfercommitment or other contract, conveyance property interest, qualification or deliveryasset described in this Agreement as being sold, assigned, transferred or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, conveyed to Purchaser of the OLP by any asset that would be a Conveyed Asset Transferor (collectively the "COMMITMENTS") or any claim or claim, right or any benefit arising thereunder or resulting therefrom (collectively, together with the Commitments, the "INTERESTS"), is prohibited by any Law not capable of being sold, assigned, transferred or would require any authorization, conveyed without the approval, consent or waiver by of the issuer thereof or the other party thereto, or any Governmental Authority or third Person, and including a government or governmental or regulatory authority, or if such authorization, approval, consent or waiver shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), without the sale, assignment, lease, sublease, transfer, transfer or conveyance or delivery of such asset attempted sale, assignment, transfer or conveyance would be invalid, or would destroy, terminate or eliminate (and or permit any other Person to destroy, terminate or eliminate) the failure to obtain such authorizationInterests related thereto, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not would constitute a breach of a Commitment or a violation of any Law, then any provision in this Agreement by Seller)or any Specific Conveyance to the contrary notwithstanding, and this Agreement shall not constitute a sale, assignment, sublease, transfer, transfer or conveyance or delivery of such asset thereof or an attempt attempted sale, assignment, transfer or conveyance thereof. In , but the event that applicable Transferor and the Closing proceeds without OLP shall do such acts and things as may be reasonably necessary give the transferOLP the full benefit in respect of the Interests and the applicable Transferor the full benefit of the assumption of the Assumed Liabilities with respect thereto, sublease or assignment of any such asset, then following the Closing, Seller shall use its commercially including using reasonable efforts in order that any necessary third party shall execute such documents and do such acts and things as may be reasonably required for such purpose (including any consent, approval or amendment required to novate, reissue or assign the Parties shall cooperate with each other to obtain promptly such authorizationsaffected Commitments); PROVIDED, approvals, consents or waivers; provided, howeverHOWEVER, that Seller neither such Transferor nor the OLP shall not be required obligated to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise consideration therefor (except for any such authorization, approval, consent or waiver, filing fees and other than filing, recordation or similar fees, charges which shall be paid by Purchaserthe OLP) to, or commence litigation against, the third party or Person from whom such consents, approvals or waivers are requested. Pending If the applicable Transferor or the OLP is unable to obtain any such authorizationrequired consent, approval, consent approval or waiver, then until such required consent, approval or waiver is obtained, and in the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 absence of any contractalternative arrangement established by agreement between such Transferor and the OLP, Purchaser the applicable Transferor shall perform continue to be bound by such Commitments and the OLP shall, as agent for the benefit of the other Persons that are parties thereto applicable Transferor or as subcontractor, pay, perform and discharge fully all the obligations of Seller such Transferor thereunder from and after the Effective Time and indemnify and hold harmless such Transferor and its Affiliates and their respective general partners, directors, officers and employees, in their capacities as such, from and against, all losses, claims, damages, taxes, liabilities and expenses whatsoever arising out of or in connection with the OLP's performance of or omission to perform such Transferor's obligations thereunder and payhereunder, discharge and satisfy the applicable Transferor shall, without further consideration, pay and remit to the OLP (or its designee) promptly all money, rights and other consideration received in respect of such performance after payment of any related liabilities thattaxes, but for costs or expenses due from the lack applicable Transferor (or its Affiliates) with respect to such receipt. The applicable Transferor shall conduct itself in the exercise of an authorization, its rights under all such Commitments only as reasonably directed by the OLP and at the OLP's expense. If and when any such approval, consent or waiver shall be obtained or such Commitment shall otherwise become assignable or able to assign be novated or such liabilities restriction shall have been satisfied or waived or no longer apply, the assignment of the Assets and the assumption of the Assumed Liabilities related to Purchaser, would be Assumed Liabilities. Once authorization, such approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller restriction on assignment and/or assumption shall assign, lease, sublease, transfer, convey or deliver such asset to Purchaser at no additional cost to Purchaser. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.2, then Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser become effective automatically as of the obligations thereunder. Seller shall pay to Purchaser promptly upon receipt thereofEffective Time, all incomewithout further action on the part of the Transferor, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and the OLP or any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2Person, and without payment of further consideration.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance assignment or delivery, transfer or attempted sale, lease, sublease, assignment, transfer, conveyance assignment or delivery, transfer to the Purchaser of any asset that would be a Conveyed Asset or any claim or right Assigned and Assumed Contract, Licensed Software or any benefit arising thereunder or resulting therefrom is prohibited by any Law applicable law or would require any authorizationgovernmental or third party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Person, waivers and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, subleasetransfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery of such asset or an attempt delivery, thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then following Following the Closing, Seller the parties shall use its commercially reasonable efforts best efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller neither the Sellers nor the Purchaser shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, other than filing, recordation or similar fees, which shall be paid by Purchaserconsideration therefor. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to the Purchaser the benefits of use of any such asset Assigned and to Seller the benefitsAssumed Contracts, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed LiabilitiesLicensed Software. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance assignment or delivery transfer of any such asset Assigned and Assumed Contract or Licensed Software not sold, assigned, leased, subleased, transferred, conveyed subleased or delivered transferred at the Closing is obtained, Seller the Sellers shall assignassign or transfer such Assigned and Assumed Contract, lease, sublease, transfer, convey or deliver such asset Licensed Software to the Purchaser at no additional cost to Purchasercost. To the extent that any such asset Assigned and Assumed Contract or Licensed Software cannot be transferred or the full benefits of use of any such asset Assigned and Assumed Contract cannot be provided to the Purchaser following the Closing pursuant to this Section 2.22.05, then Seller the Purchaser and Purchaser the Sellers shall enter into such arrangements (including leasing, subleasing, sublicensing subleasing or subcontractingsubcontracting if permitted) to provide to the Parties parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Purchaser of the obligations thereunder. Seller shall pay thereunder to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with its use of the extent that entering into any asset (net of any Taxes and any other costs imposed upon Seller) in connection with such arrangements would not be materially burdensome to the arrangements under this Section 2.2Sellers as a whole or the Purchaser.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or deliverydelivery to Buyer, to Purchaser of any Contract or other asset that would be a Conveyed an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any authorizationauthorizations, approvalapprovals, consent consents or waiver by any waivers of a Governmental Authority Entity or Personother third party, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, if Buyer, in its sole discretion, so elects in writing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such Contract or other asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such Contract or other asset or an attempt thereof. In the event that If the Closing proceeds (as a result of Buyer's election above) without the sale, transfer, sublease conveyance, sublease, assignment or assignment delivery of any such Contract or other asset, then then, following the Closing, Seller the parties shall use its commercially reasonable efforts Commercially Reasonable Efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller Buyer shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise consideration for any such authorization, approval, consent or waiver, waiver other than filing, recordation or similar fees, fees which shall be paid by Purchaserthe party who is required by Law or course of dealing to do so. Pending such authorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of use of such Contract or other asset and to Seller the benefits, including any indemnities, that it they would have obtained had the Contract or other asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.2 3.4 of any contractContract or other asset, Purchaser Buyer shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller or any Affiliate of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to PurchaserBuyer, would be Assumed Liabilities and such obligations and liabilities shall for the purposes of Article VII be deemed to be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such Contract or other asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall or shall cause its Affiliates to assign, lease, sublease, transfer, convey or and deliver such Contract or other asset to Purchaser Buyer at no additional cost to Purchaser. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.2, then Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2Buyer.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance assignment or delivery, transfer or attempted sale, lease, sublease, assignment, transfer, conveyance assignment or delivery, transfer to Purchaser of any asset that would be a Conveyed Asset Assigned and Assumed Contract, Licensed Principally Used Software or any claim or right Licensed Generally Used Software or any benefit arising thereunder or resulting therefrom is prohibited by any Law applicable law or would require any authorizationgovernmental or third party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Person, waivers and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, subleasetransfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery of such asset or an attempt delivery, thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then following Following the Closing, Seller the parties shall use its commercially reasonable efforts best efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller that, except as otherwise expressly stated herein, neither Parent, Sellers, Purchaser nor Purchaser Parent shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, other than filing, recordation or similar fees, which shall be paid by Purchaserconsideration therefor. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of any such asset Assigned and to Seller the benefitsAssumed Contracts, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent Licensed Principally Used Software or waiver to assign such liabilities to Purchaser, would be Assumed LiabilitiesLicensed Generally Used Software. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance assignment or delivery transfer of any such asset Assigned and Assumed Contract, Licensed Principally Used Software or Licensed Generally Used Software not sold, assigned, leased, subleased, transferred, conveyed subleased or delivered transferred at the Closing is obtained, such Seller and Parent shall assignassign or transfer such Assigned and Assumed Contract, lease, sublease, transfer, convey Licensed Principally Used Software or deliver such asset Licensed Generally Used Software to Purchaser at no additional cost to Purchasercost. To the extent that any such asset Assigned and Assumed Contract, Licensed Principally Used Software or Licensed Generally Used Software cannot be transferred or the full benefits of use of any such asset Assigned and Assumed Contract cannot be provided to Purchaser following the Closing pursuant to this Section 2.22.05, then Purchaser, such Seller and Purchaser Parent shall enter into such arrangements (including leasing, subleasing, sublicensing subleasing or subcontractingsubcontracting if permitted) to provide to the Parties parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Seller shall pay thereunder to Purchaser promptly upon receipt thereofthe extent that entering into any such arrangements would not be materially burdensome to such Seller, all income, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2Parent or Purchaser.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, delivery to Purchaser Purchasers of any asset that would be a Conveyed Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any Law applicable law or would require any authorizationgovernmental or third party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Person, waivers and such authorizationauthorizations, approvalapprovals, consent consents or waiver shall waivers are not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, subleasetransfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery of such asset or an attempt thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then following Following the Closing, Seller shall the parties will use its commercially reasonable efforts and the Parties shall cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Seller shall not nor Purchasers will be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, other than filing, recordation or similar fees, which shall be paid by Purchaserconsideration therefor. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Purchasers the benefits of use of such asset and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed LiabilitiesAsset. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset an Asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtainedobtained or made, Seller shall will assign, lease, sublease, transfer, convey or and deliver such asset Asset to Purchaser Purchasers at no additional cost to Purchasercost. To the extent that any such asset Asset cannot be transferred or the full benefits of use of any such asset Asset cannot be provided to Purchaser Purchasers following the Closing pursuant to this Section 2.22.9, then Purchasers and Seller and Purchaser shall will enter into such arrangements (including leasing, subleasing, sublicensing subleasing or subcontractingsubcontracting if permitted) to provide to the Parties parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, equivalent of obtaining such authorization, approval, consent or waiver waiver, and the performance by Purchaser Purchasers of the obligations thereunder. Seller ; provided that the determination as to whether such arrangements provide the economic and operational equivalent shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received be made by Seller Purchasers in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2their reasonable discretion.

Nonassignability of Assets. (a) Notwithstanding anything in this Agreement to the contrary contained in contrary, this AgreementAgreement shall not constitute an agreement to sell, to the extent that the sale, assignment, lease, subleaseassign, transfer, conveyance convey, license or delivery, or attempted lease any asset if such sale, lease, sublease, assignment, transfer, conveyance conveyance, license or delivery, to Purchaser of any asset that would be a Conveyed Asset or any claim or right or any benefit arising thereunder or resulting therefrom lease is prohibited by any applicable Law or would require any authorization, approval, consent or waiver by the Consent of any Governmental Authority Entity or Person, other person and such authorization, approval, consent or waiver shall Consent is not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance conveyance, license or delivery lease of such asset (and asset; provided, however, if such failure causes a failure of any of the failure conditions to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by SellerPurchaser's obligations as set forth in Section 7.02(d), and this Agreement the Closing shall not constitute a saleproceed only if Purchaser shall waive such condition, assignment, sublease, transfer, conveyance or delivery of such asset or an attempt thereofin its sole discretion. In the event that the Closing proceeds without the sale, assignment, transfer, sublease conveyance, license or assignment lease of any such asset, then following the Closing, Seller the parties shall use its commercially their reasonable efforts best efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waiversConsents; provided, however, that none of Seller, the Seller Subs, Cemax-Icon, Purchaser or any Purchaser Buyer shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise consideration for any such authorization, approval, consent or waiver, Consent other than filing, recordation or similar feesfees which, which except as expressly provided in Section 10.04 of this Agreement or Section 3.2 or 10.3 of the Seller Intellectual Property Agreement, shall be paid by Purchaserthe party who is required by applicable Law or course of dealing to do so. Pending receipt of such authorization, approval, consent or waiverConsent, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser or the Purchaser Buyers, as the case may be, the benefits of use of such asset and to Seller or the Seller Subs the benefits, including any indemnities, that it they would have obtained had the asset been conveyed to Purchaser or the Purchaser Buyers, as the case may be, at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilities. Once authorization, approval, consent or waiver Consent for the sale, assignment, lease, sublease, transfer, conveyance conveyance, license or delivery lease of any such asset not sold, assigned, leased, subleased, transferred, conveyed conveyed, licensed or delivered leased at the Closing is obtained, Seller shall or shall cause a Seller Sub to sell, assign, lease, sublease, transfer, convey or deliver convey, license and lease such asset to Purchaser or the Purchaser Buyers, as the case may be, at no additional cost to PurchaserPurchaser or the Purchaser Buyers (subject, however, to Section 1.05). To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser or the Purchaser Buyers, as the case may be, following the Closing pursuant to this Section 2.21.04, then the Purchaser and Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver Consent and the performance by Purchaser or the Purchaser Buyers, as the case may be, of the obligations thereunder. Seller and the Seller Subs shall hold in trust for and pay to Purchaser or the Purchaser Buyers, as the case may be, promptly upon receipt thereof, all income, proceeds and other monies received by Seller or any Seller Subs in connection with its use of any asset (net of any Taxes the net Tax and any other costs imposed upon SellerSeller or any Seller Subs) in connection with the arrangements under this Section 2.21.04 and Purchaser and the Purchaser Buyers shall indemnify Seller and Seller Subs for (i) the net Tax and any other costs imposed upon Seller and Seller Subs in connection with its use of any such asset.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this AgreementAgreement or in any of the Pre-Closing Carve-Out Agreements, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, delivery to Purchaser a Company or to Trident of any asset that would be a Conveyed an Acquired Asset or Transferred IP, or any claim or right or any benefit arising thereunder or resulting therefrom therefrom, is prohibited by any Applicable Law or would require any authorizationGovernmental Authorizations or third party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in Article 9, in which event the Closing shall proceed only if the failed condition is waived by the Party or an attempt Parties entitled to the benefit thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then during the period not to exceed twelve (12) months following the Closing, Seller NXP shall use its commercially reasonable efforts and efforts, with the Parties shall cooperate with each other cooperation of Trident, to promptly obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller none of NXP or Trident or any of their respective Affiliates shall not be required to make pay any payment that is not commercially reasonable or compromise consideration to obtain any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, contractual consent or waiver, other than (a) any de minimis fees, expenses or other consideration or (b) any such fees, expenses or other consideration required to be paid pursuant to the express provisions of the Contract requiring such consent, which consideration, fees or expenses shall be paid by NXP, nor shall any such Party be required to pay any amounts in respect of any Governmental Authorization other than filing, recordation or similar fees, fees which shall be paid shared equally by PurchaserNXP and Trident. Pending such authorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the relevant Company or Trident the benefits of use of such asset and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilitiesasset. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller NXP shall or shall cause the relevant Affiliates to, assign, lease, sublease, transfer, convey or and deliver such asset to Purchaser the relevant Company or Trident at no additional cost to Purchasercost. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser one of the Companies (or a Subsidiary thereof) or Trident or one of its subsidiaries following the Closing pursuant to this Section 2.2Closing, then Seller Trident (or a Subsidiary thereof) and Purchaser NXP (or any Affiliate thereof holding such asset) shall enter into such lawful arrangements (including leasing, subleasing, sublicensing or subcontracting) to as will provide to the Parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permittedpermitted and reasonably practicable, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser one of the Companies (or a Subsidiary thereof) of the obligations thereunder. Seller NXP and its Affiliates shall hold in trust for and pay to Purchaser Trident promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with NXP or any of its use of any asset Affiliates (net of any Taxes and any other costs imposed upon SellerNXP or any of its Affiliates) that would have been received by Trident in connection with the absence of the arrangements under this Section 2.21.13.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, delivery to the Purchaser of any asset that would be a Conveyed Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any Law Legal Requirement or would require any authorizationGovernmental Authorizations or third party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in Section 5, in which event the Closing shall proceed only if the failed condition is waived by the party or an attempt parties entitled to the benefit thereof. In the event that the failed condition is waived and the Closing proceeds without the transfer, sublease or assignment of any such asset, then following the Closing, Seller the parties shall use its commercially their reasonable efforts efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that none of the Seller or the Purchaser or any of their respective Affiliates shall not be required to make pay any payment that is not commercially reasonable or compromise consideration to obtain any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, contractual consent or waiver, other than (a) any de minimis fees, expenses or other consideration or (ii) any such fees, expenses or other consideration required to be paid pursuant to the express provisions of the contract requiring such consent, which consideration, fees or expenses shall be paid by the party obligated to seek such consent, nor shall any such party be required to pay any amounts in respect of any Governmental Authorization other than filing, recordation or similar fees, fees which shall be paid shared equally by the Seller and the Purchaser. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to the Purchaser the benefits of use of such asset and to the Seller or its Affiliates the benefits, including any indemnities, that it they would have obtained had the asset been conveyed to the Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, the Seller shall or shall cause the relevant Affiliates to, assign, lease, sublease, transfer, convey or and deliver such asset to the Purchaser at no additional cost to Purchasercost. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to the Purchaser following the Closing pursuant to this Section 2.21.15, then the Purchaser and the Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Purchaser of the obligations thereunder. The Seller shall hold in trust for and pay to the Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by the Seller or any of its Affiliates in connection with its use of any asset (net of any Taxes and any other costs imposed upon Sellerthe Seller or any of its Affiliates) in connection with the arrangements under this Section 2.21.15.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, delivery to Purchaser Buyer of any asset that would be a Conveyed Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any Law applicable law or would require any authorizationgovernmental or third party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Person, waivers and such authorizationauthorizations, approvalapprovals, consent consents or waiver shall waivers are not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, subleasetransfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery of such asset or an attempt thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then following Following the Closing, Seller shall the parties will use its commercially reasonable efforts and the Parties shall cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Seller shall not nor Buyer will be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, other than filing, recordation or similar fees, which shall be paid by Purchaserconsideration therefor. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of use of such asset and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed LiabilitiesAsset. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset an Asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtainedobtained or made, Seller shall will or will cause an Affiliate to, assign, lease, sublease, transfer, convey or and deliver such asset Asset to Purchaser Buyer at no additional cost to Purchasercost. To the extent that any such asset Asset cannot be transferred or the full benefits of use of any such asset Asset cannot be provided to Purchaser Buyer following the Closing pursuant to this Section 2.23.2, then Buyer and Seller and Purchaser shall will enter into such arrangements (including leasing, subleasing, sublicensing subleasing or subcontractingsubcontracting if permitted) to provide to the Parties parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, equivalent of obtaining such authorization, approval, consent or waiver waiver, and the performance by Purchaser Buyer of the obligations thereunder. Seller ; provided that the determination as to whether such arrangements provide the economic and operational equivalent shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received be made by Seller Buyer in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2reasonable discretion.

Nonassignability of Assets. (a) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, delivery to Purchaser Buyer of any asset that would be a Conveyed Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any authorizationgovernmental or third party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset asset, claim, right or an attempt benefit unless such failure causes a failure of any of the conditions to Closing set forth in Article 6, in which event the Closing shall proceed only if the failed condition is waived by the party or parties entitled to the benefit thereof. In the event that such lack of authorization, approval, consent or waiver does not cause a failure of any of the conditions to Closing or the failed condition is waived and the Closing proceeds without the sale, assignment, sublease, transfer, sublease conveyance or assignment delivery of any such asset, claim, right or benefit, then (i) such asset, claim, right or benefit shall be regarded as a Transferred Asset for purposes of the calculations required under Section 2.6 if such asset is a Current Asset and (ii) following the Closing, Seller the parties shall use its commercially their reasonable efforts best efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; providedPROVIDED, howeverHOWEVER, that none of Seller or Buyer or any of their respective Affiliates shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, consideration therefor other than filing, recordation or similar fees, which shall be paid shared equally by PurchaserBuyer and Seller. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of use of such asset asset, claim, right or benefit and to Seller or its Affiliates the benefits, including any indemnities, that it they would have obtained had the asset asset, claim, right or benefit been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset asset, claim, right or benefit not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall or shall cause the relevant Affiliates to, assign, lease, sublease, transfer, convey or and deliver such asset asset, claim, right or benefit to Purchaser Buyer at no additional cost to Purchasercost. To the extent that any such asset asset, claim, right or benefit cannot be transferred or the full benefits of use of any such asset asset, claim, right or benefit cannot be provided to Purchaser Buyer following the Closing pursuant to this Section 2.22.10, then Buyer and Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser Buyer of the obligations thereunder. Seller shall hold in trust for and pay to Purchaser Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Seller or any of its Affiliates in connection with its use of any asset asset, claim, right or benefit (net of any Taxes and any other costs imposed upon SellerSeller or any of its Affiliates (other than the Transferred Subsidiaries)) in connection with the arrangements under this Section 2.2.2.10. Without limiting in any respect the foregoing, subject to applicable Law and the provisions of the applicable Contracts, in the event that any consents or waivers in respect of any restrictions on changes in control or assignment contained in any Contract with respect to any partnership, joint venture or similar Person in which a Transferred Subsidiary is a member or participant have not been obtained prior to the Closing, Seller shall, and shall cause its Affiliates to, with a view to putting Buyer or one of its Affiliates in the same position as if it were directly a member or participant therein:

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 5.14, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, delivery to Purchaser the Companies of any asset that would be a Conveyed Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any authorizationgovernmental or third-party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in Article VI, in which event the Closing shall proceed only if the failed condition is waived by the Party (or an attempt Parties, as applicable) entitled to the benefit thereof. In Subject to the Service Agreements, in the event that the Closing proceeds without the transfer, sublease or assignment of any such assetasset that would be a Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom, then following the Closing, Seller the Parties hereto shall use its their commercially reasonable efforts and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller none of the parties hereto or any of their Affiliates shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, consideration therefor other than filing, recordation or similar fees, which shall be paid by Purchaserthe Party who is required by Law or course of dealing to make such payment. Pending such authorization, approval, consent or waiver, the Parties hereto shall cooperate with each other in any mutually agreeable, reasonable reasonable, contractually permissible and lawful arrangements designed to provide to Purchaser the Companies the benefits of use of such asset and to Seller or its Affiliates the benefits, including any indemnities, that it they would have obtained had the asset been conveyed to Purchaser the Companies at the Closing. To the extent that Purchaser is provided the benefits pursuant , including access to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder all accounts related to Prepaid and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Escrowed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall, or shall cause its relevant Affiliates to, assign, lease, sublease, transfer, convey or and deliver such asset to Purchaser the Companies at no additional cost cost. Subject to Purchaser. To the Service Agreements, to the extent that, within 180 days of the Closing Date, it is determined by Seller, with the consent of Buyer, such consent not to be unreasonably withheld or delayed, that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser the Companies following the Closing pursuant to this Section 2.22.09, then Seller and Purchaser the Companies shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting, and including access to all accounts related to Prepaid and Escrowed Liabilities) to provide to the Parties parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permittedmutually agreeable, reasonable, contractually permissible and lawful, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser the Companies of the obligations thereunder, and upon the entering into of such arrangement by Seller and the Companies, such asset shall no longer be determined to be a Transferred Asset. Seller shall hold in trust for and pay to Purchaser the Companies promptly upon receipt thereof, thereof all income, proceeds and other monies moneys received by Seller or any of its Affiliates in connection with its use of any asset (net of any Taxes and any other costs imposed upon SellerSeller or any of its Affiliates) in connection with the arrangements under this Section 2.22.09.

Nonassignability of Assets. (a) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, subleaseconveyance, transfer, conveyance assignment or delivery, delivery or attempted sale, lease, sublease, assignmentconveyance, transfer, conveyance assignment or deliverydelivery to or from the Transferred Companies, to Purchaser as the case may be, of any asset that would be a Conveyed Transferred Asset (including an Assigned Contract) or Excluded Asset, as applicable, or any claim or right or any benefit arising thereunder or resulting therefrom (and the subsequent acquisition of Newco by Buyer) is prohibited by any applicable Law or would result in a violation or breach of Contract, or would require any authorizationGovernmental Authorizations or third-party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver shall waivers have not have been obtained obtained, or such violation or breach has not been cured, prior to the ClosingClosing (other than for Federal Government Contracts, which will transfer at the Closing subject to a subsequent Federal Government Contract novation) (the “Unassigned Assets”), the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, subleaseconveyance, transfer, conveyance assignment or delivery of such asset and there shall be no adjustment to the Purchase Price. The parties shall use their commercially reasonable efforts for six (and 6) months following the failure Closing (other than for Federal Government Contracts, for which there will be no six (6) month limit on the parties’ obligations to use commercially reasonable efforts to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by SellerFederal Government novation), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset or an attempt thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then following the Closing, Seller shall use its commercially reasonable efforts and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waiverswaivers or cure any such violation or breach; provided, however, that none of Seller or its Subsidiaries or Buyer or its Subsidiaries shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiverconsideration therefor, other than filing, recordation or similar feesfees and, provided, further, that the parties shall not be required to seek any authorizations, approvals, consents or waivers or cure any such violation or breach under Non- Scheduled Contracts. Seller shall not authorize or enter into any agreement or commitment with respect to obtaining any such authorizations, approvals, consents, novations or waivers or curing any such violation or breach that would impose an additional obligation or burden on the Transferred Business without Buyer’s prior written consent (which consent shall not be paid by Purchaserunreasonably withheld, conditioned or delayed). Pending such authorization, approval, consent consent, novation or waiver, or the Parties cure of any such violation or breach, and subject to Section 6.17, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to assert any rights under such Unassigned Asset or yet to be novated Federal Government Contract (and Seller shall keep Buyer reasonably informed with respect to material changes to any such Unassigned Asset) and provide (a) to Purchaser the intended transferee the benefits of use use, burdens and obligations of such asset Unassigned Asset or yet to be novated Federal Government Contract and (b) to Seller the benefits, including any indemnities, intended transferor the benefits that it they would have obtained had the asset Unassigned Asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant Closing and relief from all Liabilities associated with such Unassigned Asset or yet to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilitiesnovated Federal Government Contract. Once authorization, approval, consent or waiver for the saleconveyance, transfer, assignment, lease, sublease, transfer, conveyance or delivery of any such asset Unassigned Asset not soldconveyed, transferred, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, or such violation or breach is cured, Seller or Buyer, as applicable, shall, or shall assigncause the applicable Subsidiary or Subsidiaries to, leaseconvey, sublease, transfer, convey or transfer and deliver such asset Unassigned Asset to Purchaser at the intended transferee for no additional cost (other than any applicable Transfer Taxes for which Buyer shall be responsible in accordance with Section 6.5(e) hereof), and such Unassigned Asset shall thereafter be deemed to Purchaser. To the extent that any such asset cannot be transferred a Transferred Asset or the full benefits of use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.2Excluded Asset, then Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2as applicable.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this AgreementAgreement and subject to Section 6.1(b), to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or deliverydelivery to Buyer, to Purchaser of any Contract or other asset that would be a Conveyed an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any authorizationauthorizations, approvalapprovals, consent consents or waiver by any waivers of a Governmental Authority Entity or Personother third party, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such Contract or other asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such Contract or other asset or an attempt thereof. In the event that If the Closing proceeds without the sale, transfer, sublease conveyance, sublease, assignment or assignment delivery of any such Contract or other asset, then following the Closing, Seller shall use its commercially reasonable efforts and the Parties shall use their commercially reasonable efforts, and cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Seller nor Buyer shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise consideration for any such authorization, approval, consent or waiver, waiver other than filing, recordation or similar fees, fees which shall be paid by Purchaserthe party who is required by Law or course of dealing to do so. Pending such authorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of use of such Contract or other asset and to Seller the benefits, including any indemnities, that it would have obtained had the Contract or other asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.2 2.10 of any contractContract or other asset, Purchaser Buyer shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller or any Affiliate of Seller thereunder and pay, discharge and satisfy any related liabilities thatthat arise from and after the Closing Date and, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to PurchaserBuyer, would be Assumed Liabilities and such obligations and liabilities shall for the purposes of Article VIII be deemed to be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such Contract or other asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall or shall cause its Affiliates to assign, lease, sublease, transfer, convey or and deliver such Contract or other asset to Purchaser Buyer at no additional cost to Purchaser. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.2, then Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2Buyer.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreementthe Transaction Agreements, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or deliverydelivery to the United Group Companies or JV Newco, to Purchaser of any asset that would be a Conveyed Asset included as part of the United Contributions or as part of the transfers described in Section 7.21, or any claim or right or any benefit arising thereunder or resulting therefrom therefrom, is prohibited by any Applicable Law or would require any authorizationGovernmental Authorizations or third party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the ClosingCompletion, the Closing Completion shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Completion set forth in Article 9, in which event the Completion shall proceed only if the failed condition is waived by the Party or an attempt Parties entitled to the benefit thereof. In the event that the Closing Completion proceeds without the transfer, sublease or assignment of any such asset, then during the period not to ** following the ClosingCompletion, Seller United shall use its commercially reasonable efforts and endeavors, with the Parties shall cooperate with each other cooperation of JV Newco, to promptly obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller none of United or any of its Affiliates shall not be required to make pay any payment that is not commercially reasonable or compromise consideration to obtain any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, contractual consent or waiver, other than filing, recordation or similar any such fees, expenses or other consideration required to be paid pursuant to the express provisions of the Contract requiring such consent, which consideration, fees or expenses shall be paid by PurchaserUnited, nor shall United or any of its Affiliates be required to pay any amounts in respect of any Governmental Authorization. Pending such authorization, approval, consent or waiver, the Parties each of United and JV Newco shall use reasonable endeavors to cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser JV Newco the benefits of use of such asset and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilitiesasset. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing Completion is obtained, Seller United shall or shall cause its relevant Affiliates to assign, lease, sublease, transfer, convey or and deliver such asset to Purchaser JV Newco at no additional cost to Purchasercost. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser JV Newco following the Closing pursuant to this Section 2.2Completion, then Seller United (or any Affiliate thereof holding such asset) and Purchaser JV Newco (or Subsidiary thereof to which such asset is to be transferred) shall enter into such lawful arrangements (including leasing, subleasing, sublicensing or subcontracting) to as will provide to JV Newco or, if JV Newco so Certain information in this document has been omitted and filed separately with the Parties Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Confidential treatment has been requested with respect to the omitted portions. Double asterisks denote omissions. directs, to its Subsidiary, the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permittedpermitted and reasonably practicable, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser JV Newco or its Subsidiary of the obligations thereunder. Seller United and its Affiliates shall hold in trust for and pay to Purchaser JV Newco promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with United or any of its use of any asset Affiliates (net of any Taxes and any other costs imposed upon SellerUnited or any of its Affiliates) that would have been received by JV Newco or its Subsidiary in connection with the absence of the arrangements under this Section 2.22.4.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, delivery to Purchaser Buyer of any asset that would be a Conveyed Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any authorizationgovernmental or third-party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset or an attempt thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then following the Closing, Seller the parties shall use its commercially their reasonable efforts best efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waiverswaivers (including in relation to Leased Real Property the provision of any guarantees by Buyer or any of its Subsidiaries (but not of any individual or parent of Buyer), the transfer of existing rental or other deposits constituting Transferred Assets, direct covenants or other security for the performance of the tenant covenants of the Leased Real Property as may be lawfully required); provided, however, that none of Seller or Buyer or any of their respective Affiliates shall not be required to make any payment that is not commercially reasonable additional rental or compromise other deposits or pay any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, consideration therefor other than filing, recordation or similar fees, fees which shall be paid shared equally by PurchaserSeller and Buyer. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of use of such asset in the operation of the Business and to Seller or its Affiliates the benefits, including any indemnities, that it they would have obtained had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilities. Once If authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall assign, lease, sublease, transfer, convey or deliver such asset to Purchaser at no additional cost to Purchaser. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.2, then Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2.,

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to To the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, to Purchaser delivery of any Contract or other asset that would be a Conveyed Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any authorizationauthorizations, approvalapprovals, consent consents or waiver by any waivers of a Governmental Authority Entity or Personother third party, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, then the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such Contract or other asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such Contract or other asset or an attempt thereof; provided that this Section 2.8 shall not apply (i) if the treatment of such Contract or other asset under this Section 2.8 has had or could reasonably be expected to have a Material Adverse Effect on the Business, or (ii) to the transfer of title to the Shares; provided, that the Closing shall not take place prior to the Contribution in Kind. In the event that If the Closing proceeds without the sale, transfer, sublease conveyance, sublease, assignment or assignment delivery of any such Contract or other asset, then following the Closing, Seller shall use its commercially reasonable efforts and Closing the Parties shall use Commercially Reasonable Efforts, and cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Seller nor Buyer shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise consideration for any such authorization, approval, consent or waiver, waiver other than filing, recordation or similar fees, fees which shall be paid by Purchaserthe Party who is required by Law or course of dealing to do so. Pending such authorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of use of such Contract or other asset and to Seller the benefits, including any indemnities, that it they would have obtained had the Contract or other asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.2 2.8 of any contractContract or other asset, Purchaser Buyer shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller or any Affiliate of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to PurchaserBuyer, would be Assumed Liabilities and such obligations and liabilities shall for the purposes of ARTICLE XI be deemed to be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such Contract or other asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall or shall cause its Affiliates to assign, lease, sublease, transfer, convey or and deliver such Contract or other asset to Purchaser Buyer at no additional cost to Purchaser. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.2, then Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2Buyer.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, conveyance, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, leaseconveyance, sublease, assignment, transfer, conveyance or deliverydelivery to Buyer, to Purchaser of any asset that would be a Conveyed an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any Law applicable law or would require any authorizationauthorizations, approvalapprovals, consent consents or waiver by any Governmental waivers of a Government Authority or Personother third party, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, conveyance, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, conveyance, assignment, sublease, transfer, conveyance or delivery of such asset or an attempt thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then following Following the Closing, Seller shall use its commercially reasonable efforts and the Parties shall use their reasonable efforts, and cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Seller nor Buyer shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise consideration for any such authorization, approval, consent or waiver, waiver other than filing, recordation or similar fees, fees which shall be paid by Purchaserthe Party who is required by law or course of dealing to do so. Pending such authorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the Buyer the benefits of use of such asset assets and to Seller the benefits, including any indemnities, that it they would have obtained had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser Buyer is provided the benefits pursuant to this Section 2.2 2.5 of any contractasset, Purchaser Buyer shall perform for the benefit of the other Persons that are parties thereto Seller the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to PurchaserBuyer, would be Assumed Liabilities and such obligations and liabilities shall be deemed to be Assumed Liabilities. Once authorization, approval, approval consent or waiver for the sale, conveyance, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, conveyed, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall assign, lease, sublease, transfer, convey or deliver and delivery such asset to Purchaser at no additional cost to Purchaser. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser Buyer following the Closing pursuant to this Section 2.22.5, then Buyer and Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser Buyer of the obligations thereunder. Seller shall hold in trust for, and pay to Purchaser Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Seller or any of its Affiliates in connection with its use of any asset assets (net of any Taxes taxes and any other costs imposed upon SellerSeller or any of their Affiliates) in connection with the arrangements under this Section 2.22.5.

Nonassignability of Assets. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement (but without limiting Seller’s obligations set forth in Article IV), to the extent that the sale, assignment, leasesublease, transfer, conveyance or delivery or attempted sale, assignment, sublease, transfer, conveyance or delivery, or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, delivery to Purchaser Buyer of any asset that would be a Conveyed Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any authorizationgovernmental or third-party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset asset, claim, right or an attempt thereofbenefit unless such failure causes a failure of any of the conditions to Closing set forth in Article V, in which event the Closing shall proceed only if the failed condition is waived by the party or parties entitled to the benefit thereof (to the extent any such waiver is permitted by applicable Law). In the event that such lack of authorization, approval, consent or waiver does not cause a failure of any of the conditions to Closing or the failed condition is waived and the Closing proceeds without the sale, assignment, sublease, transfer, sublease conveyance or assignment delivery of any such asset, claim, right or benefit, then (i) such asset, claim, right or benefit shall be regarded as a Transferred Asset for purposes of the calculations required under Section 1.6 if such asset is a Current Asset to the extent the benefit of such asset can be delivered to Buyer pursuant to this Section 1.10 and (ii) following the Closing, Seller the parties shall use its commercially their reasonable efforts best efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller and its Affiliates shall not be required to pay any consideration therefor or be obligated to make any payment commitment or incur any Liability in connection therewith; provided, further, that is not commercially reasonable or compromise any rights not otherwise required by all costs and expenses incurred in connection with this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, other than filing, recordation or similar fees, which Section 1.10 shall be paid borne by Purchaserthe party incurring such costs and expenses. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of use of such asset asset, claim, right or benefit and to Seller or its Affiliates the benefits, including any indemnities, that it they would have obtained had the asset asset, claim, right or benefit been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset asset, claim, right or benefit not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall, or shall cause the relevant Affiliates to, assign, lease, sublease, transfer, convey or and deliver such asset asset, claim, right or benefit to Purchaser Buyer at no additional cost to Purchasercost. To the extent that any such asset asset, claim, right or benefit cannot be transferred or the full benefits of use of any such asset asset, claim, right or benefit cannot be provided to Purchaser Buyer following the Closing pursuant to this Section 2.21.10, then Buyer and Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, as nearly as practicable and to the fullest extent permittedpermitted by Law, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser Buyer of the obligations thereunder; provided that any such arrangement shall be limited to a period of two (2) years following the Closing, unless Seller elects to, at its sole discretion, continue such arrangement after such period and provides Buyer with thirty (30) days’ written notice of such election prior to the end of such initial two (2) year period, in which case such arrangement shall be extended and continue for the period of time set forth in such notice. Seller shall hold in trust for and pay to Purchaser Buyer promptly upon receipt thereof, thereof all income, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2.,

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, delivery to Purchaser Buyer of any asset that would be a Conveyed Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any authorizationgovernmental or third party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Personwaivers, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in Article 6, in which event the Closing shall proceed only if the failed condition is waived by the party or an attempt parties entitled to the benefit thereof. In the event that the failed condition is waived and the Closing proceeds without the transfer, sublease or assignment of any such asset, then following the Closing, Seller the parties shall use its commercially their reasonable efforts best efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller shall not be required to make any payment that is not commercially reasonable bear all of the costs of obtaining such authorizations, approvals, consents or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, other than filing, recordation or similar fees, which shall be paid by Purchaserwaivers. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of use of such asset and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser Buyer at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall or shall cause its relevant Affiliates to, assign, lease, sublease, transfer, convey or and deliver such asset to Purchaser Buyer at no additional cost to Purchasercost. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser Buyer following the Closing pursuant to this Section 2.22.12, then Buyer and Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser Buyer of the obligations thereunder. Seller shall hold in trust for and pay to Purchaser Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Seller or any of its Affiliates in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2.any

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, but without affecting the conditions precedent set forth in Sections 5.1(a), 5.1(c), 5.2(d) and 5.2(e) hereof, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery, delivery to Purchaser Buyer of any asset that would be a Conveyed Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any Law applicable law or would require any authorizationgovernmental or third party authorizations, approvalapprovals, consent consents or waiver by any Governmental Authority or Person, waivers and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, subleasetransfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery of such asset or an attempt thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then following Following the Closing, Seller the parties shall use its commercially reasonable efforts and the Parties shall cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Seller nor Buyer shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement to be compromised or which would not be commercially reasonable to compromise for any such authorization, approval, consent or waiver, other than filing, recordation or similar fees, which shall be paid by Purchaserconsideration therefor. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser Buyer the benefits of use of such asset and to Seller the benefits, including any indemnities, that it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 of any contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed LiabilitiesAsset. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset an Asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtainedobtained or made, Seller shall or shall cause an Affiliate to, assign, lease, sublease, transfer, convey or and deliver such asset Asset to Purchaser Buyer at no additional cost to Purchasercost. To the extent that any such asset Asset cannot be transferred or the full benefits of use of any such asset Asset cannot be provided to Purchaser Buyer following the Closing pursuant to this Section 2.22.4, then Buyer and Seller and Purchaser shall enter into such arrangements (including leasing, subleasing, sublicensing subleasing or subcontractingsubcontracting if permitted) to provide to the Parties parties the economic (taking into account Tax tax costs and benefits) and operational equivalent, to the extent permitted, equivalent of obtaining such authorization, approval, consent or waiver waiver, and the performance by Purchaser Buyer of the obligations thereunder. Seller shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller in connection with its use of any asset (net of any Taxes and any other costs imposed upon Seller) in connection with the arrangements under this Section 2.2.

Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery, delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or deliverydelivery to Purchaser, to Purchaser of any asset that would be a Conveyed Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any authorizationauthorizations, approvalapprovals, consent consents or waiver by any Governmental waivers of a Government Authority or Persona third party, and such authorizationauthorizations, approvalapprovals, consent consents or waiver waivers shall not have been obtained prior to the Closing, the Closing shall proceed, subject to Article IV (and particularly Section 4.2(b)), proceed without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset (and the failure to obtain such authorization, approval, consent or waiver and the failure to sell, assign, convey or deliver such assets shall not constitute a breach of this Agreement by Seller), and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset or an attempt thereof; provided, however, if such failure causes a failure of any of the conditions to the Purchaser's obligations as set forth in Article VI, the Closing shall proceed only if Purchaser elects, in its sole discretion, to waive such conditions. In the event that the Closing proceeds without the sale, transfer, sublease conveyance, NY12528: 107491.4 sublease, assignment or assignment delivery of any such asset, then (i) such asset (if it is Inventory) shall be regarded as a Transferred Asset for purposes of the calculations required under Section 2.6 and (ii) following the Closing, Seller the parties shall use its commercially their reasonable efforts efforts, and the Parties shall cooperate with each other other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller neither Sellers nor Purchaser shall not be required to make pay any payment that is not commercially reasonable or compromise any rights not otherwise required by this Agreement consideration to be compromised or which would not be commercially reasonable to compromise a third party for any such authorization, approval, consent or waiver, waiver (except as specifically required by the terms of any Contract) other than filing, recordation or similar fees and direct out of pocket costs imposed by a third party (such as its attorney's fees, ) which fees and costs shall be paid by Purchaserthe party incurring such fee or cost. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset and to Seller Sellers the benefits, including any indemnities, that it they would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.2 2.10 of any contractContract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller Sellers or any Subsidiary of Sellers thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Purchaser, would be Assumed Liabilities and such obligations and liabilities shall for the purposes of Article VII be deemed to be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is NY12528: 107491.4 obtained, Seller Sellers shall or shall cause their Subsidiaries to assign, lease, sublease, transfer, convey or and deliver such asset to Purchaser at no additional cost to Purchaser. To the extent that any such asset cannot be transferred within a period of one year following the Closing or the full benefits of use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.22.10, then Seller Purchaser and Purchaser Sellers shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the Parties parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. Seller In such event, if no reasonably satisfactory arrangement regarding the asset can be made, Sellers and Purchaser shall negotiate in good faith a reduction in the Purchase Price based upon the limited benefits of use of such asset which are being provided to Purchaser; provided, however, that following any such adjustment, Sellers shall no longer be required to transfer any such assets to Purchaser and Sellers shall have an unrestricted right to sell such asset to any other Person. Sellers shall hold in trust for, and pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by Seller Sellers or any of their Affiliates in connection with its use of any asset (net of any Taxes and any other costs imposed upon SellerSellers or any of their Affiliates) in connection with the arrangements under this Section 2.22.10.